<PAGE>

                                                                     EXHIBIT 4.3


                               CREDIT AGREEMENT

                                  dated as of

                               November 17, 2000

                                     among

                      ENTERPRISE PRODUCTS OPERATING L.P.

                           The Lenders Party Hereto

                          FIRST UNION NATIONAL BANK,
                            as Administrative Agent

                                 BANK ONE, NA,
                            as Documentation Agent

                           THE CHASE MANHATTAN BANK,
                             as Syndication Agent

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

                         FIRST UNION SECURITIES, INC.

                                      and

                            CHASE SECURITIES INC.,
                as Joint Lead Arrangers and Joint Book Managers

                       364-Day Revolving Credit Facility
<PAGE>

                                TABLE OF CONTENTS

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<S>                                                                                                            <C>
ARTICLE I
         Definitions.........................................................................................     1
         SECTION 1.01.  Defined Terms........................................................................     1
         SECTION 1.02.  Classification of Loans and Borrowings...............................................    15
         SECTION 1.03   Terms Generally......................................................................    15
         SECTION 1.04.  Accounting Terms; GAAP...............................................................    16

ARTICLE II
         The Credits.........................................................................................    16
         SECTION 2.01.  Commitments; Extensions and Conversion...............................................    16
         SECTION 2.02.  Revolving Loans and Revolving Borrowings.............................................    17
         SECTION 2.03.  Requests for Revolving Borrowings....................................................    17
         SECTION 2.04.  Intentionally Omitted................................................................    18
         SECTION 2.05.  Intentionally Omitted................................................................    18
         SECTION 2.06.  Intentionally Omitted................................................................    18
         SECTION 2.07.  Funding of Borrowings................................................................    18
         SECTION 2.08.  Interest Elections...................................................................    19
         SECTION 2.09.  Termination and Reduction of Commitments.............................................    20
         SECTION 2.10.  Repayment of Loans; Evidence of Debt.................................................    20
         SECTION 2.11.  Prepayment of Loans..................................................................    21
         SECTION 2.12.  Fees.................................................................................    21
         SECTION 2.13.  Interest.............................................................................    22
         SECTION 2.14.  Alternate Rate of Interest...........................................................    23
         SECTION 2.15.  Increased Costs......................................................................    23
         SECTION 2.16.  Break Funding Payments...............................................................    24
         SECTION 2.17.  Taxes................................................................................    24
         SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs..........................    26
         SECTION 2.19.  Mitigation Obligations; Replacement of Lenders.......................................    27

ARTICLE III
         Representations and Warranties......................................................................    28
         SECTION 3.01.  Organization; Powers.................................................................    28
         SECTION 3.02.  Authorization; Enforceability........................................................    28
         SECTION 3.03.  Governmental Approvals; No Conflicts.................................................    28
         SECTION 3.04.  Financial Condition; No Material Adverse Change......................................    28
         SECTION 3.05.  Intentionally Omitted................................................................    29
         SECTION 3.06.  Litigation and Environmental Matters.................................................    29
         SECTION 3.07.  Compliance with Laws.................................................................    29
         SECTION 3.08.  Investment and Holding Company Status................................................    29
         SECTION 3.09.  Taxes................................................................................    29
         SECTION 3.10.  ERISA................................................................................    30
         SECTION 3.11.  Disclosure...........................................................................    30
         SECTION 3.12.  Subsidiaries.........................................................................    30
</TABLE>

                                        i
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<S>                                                                                                              <C>
         SECTION 3.13.  Margin Securities....................................................................    30

ARTICLE IV
         Conditions..........................................................................................    30
         SECTION 4.01.  Effective Date.......................................................................    30
         SECTION 4.02.  Each Credit Event....................................................................    31

ARTICLE V

         Affirmative Covenants...............................................................................    32
         SECTION 5.01.  Financial Statements and Other Information...........................................    32
         SECTION 5.02.  Notices of Material Events...........................................................    33
         SECTION 5.03.  Existence; Conduct of Business.......................................................    33
         SECTION 5.04.  Intentionally Omitted................................................................    33
         SECTION 5.05.  Maintenance of Properties; Insurance.................................................    33
         SECTION 5.06.  Books and Records; Inspection Rights.................................................    33
         SECTION 5.07.  Compliance with Laws.................................................................    33
         SECTION 5.08.  Use of Proceeds......................................................................    33
         SECTION 5.09.  Environmental Matters................................................................    34
         SECTION 5.10.  ERISA Information....................................................................    34
         SECTION 5.11.  Taxes................................................................................    34

ARTICLE VI
         Negative Covenants..................................................................................    34
         SECTION 6.01.  Indebtedness.........................................................................    35
         SECTION 6.02.  Liens................................................................................    35
         SECTION 6.03.  Fundamental Changes..................................................................    36
         SECTION 6.04.  Investment Restriction...............................................................    36
         SECTION 6.05.  Restricted Payments..................................................................    36
         SECTION 6.06.  Restrictive Agreements...............................................................    36
         SECTION 6.07.  Financial Condition Covenants........................................................    36

ARTICLE VII
         Events of Default...................................................................................    37

ARTICLE VIII
         The Administrative Agent............................................................................    39

ARTICLE IX
         Miscellaneous.......................................................................................    41
         SECTION 9.01.  Notices..............................................................................    41
         SECTION 9.02.  Waivers; Amendments..................................................................    42
         SECTION 9.03.  Expenses; Indemnity; Damage Waiver...................................................    42
         SECTION 9.04.  Successors and Assigns...............................................................    43
         SECTION 9.05.  Survival.............................................................................    45
         SECTION 9.06.  Counterparts; Integration; Effectiveness.............................................    45
         SECTION 9.07.  Severability.........................................................................    46
         SECTION 9.08.  Right of Setoff......................................................................    46
</TABLE>
<PAGE>

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<S>                                                                                                              <C>
         SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process...........................    46
         SECTION 9.10.  WAIVER OF JURY TRIAL.................................................................    47
         SECTION 9.11.  Headings.............................................................................    47
         SECTION 9.12.  Confidentiality......................................................................    47
         SECTION 9.13.  Interest Rate Limitation.............................................................    47
         SECTION 9.14.  Liability of General Partner.........................................................    48
         SECTION 9.15.  Existing $350,000,000 Chase Credit Facility..........................................    48
</TABLE>

                                       ii
<PAGE>

SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.06 -- Disclosed Matters
Schedule 3.12 -- Subsidiaries
Schedule 6.01 -- Existing Indebtedness
Schedule 6.06 -- Existing Restrictions

EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B -- Form of Borrowing Request
Exhibit C -- Intentionally Omitted
Exhibit D -- Form of Interest Election Request
Exhibit E -- Form of Opinion of Borrower's Counsel
Exhibit F -- Form of Compliance Certificate
Exhibit G -- Form of Note

                                       iii
<PAGE>

     CREDIT AGREEMENT dated as of November 17, 2000, among ENTERPRISE PRODUCTS
OPERATING L.P., a Delaware limited partnership; the LENDERS party hereto; FIRST
UNION NATIONAL BANK, as Administrative Agent; BANK ONE, NA, as Documentation
Agent; and THE CHASE MANHATTAN BANK, as Syndication Agent.

                  The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

               SECTION 1.01. Defined Terms.  As used in this Agreement, the
following terms have the meanings specified below:

               "ABR", when used in reference to any Loan or Borrowing, refers to
a Loan, or Loans, in the case of a Borrowing, which bear interest at a rate
determined by reference to the Alternate Base Rate.

               "Administrative Agent" means First Union National Bank, in its
capacity as administrative agent for the Lenders hereunder.

               "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

               "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

               "Agreement" means this Credit Agreement dated November 17, 2000,
among Enterprise Products Operating L.P., a Delaware limited partnership; the
Lenders party hereto; First Union National Bank, as Administrative Agent; Bank
One, NA, as Documentation Agent; and The Chase Manhattan Bank, as Syndication
Agent, as amended, extended or otherwise modified from time to time.

               "Alternate Base Rate" means, for any day, a rate per annum equal
to the greater of (a) the Prime Rate in effect on such day, and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

               "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

               "Applicable Rate" means, for any day, with respect to any
Eurodollar Loan, or with respect to the facility fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption
<PAGE>

"Eurodollar Spread" or "Facility Fee Rate", as the case may be, based upon the
ratings by Moody's and S&P, respectively, applicable on such date to the Index
Debt:

            Index Debt Ratings:         Eurodollar                Facility Fee
            ------------------          ----------                ------------
              (Moody's/S&P)               Spread                      Rate
               -----------                ------                      ----

                Category 1
         => A3/A -                        0.415%                     0.085%

                Category 2
         => Baa1/BBB+                     0.525%                     0.100%

                Category 3
         =>Baa2/BBB                       0.625%                     0.125%

                Category 4
         =>Baa3/BBB-                      0.825%                     0.175%


                Category 5
                ----------
         <Baa3/BBB-                       1.050%                     0.200%

               For purposes of the foregoing, (i) if either Moody's or S&P shall
not have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition), then such
rating agency shall be deemed to have established a rating in the same Category
as the other rating agency; (ii) if the ratings established by Moody's and S&P
for the Index Debt shall fall within different Categories, the Applicable Rate
shall be based on the higher of the two ratings unless one of the two ratings is
two or more Categories lower than the other, in which case the Applicable Rate
shall be determined by reference to the Category one rating higher than the
lower of the two ratings; and (iii) if the ratings established or deemed to have
been established by Moody's and S&P for the Index Debt shall be changed (other
than as a result of a change in the rating system of Moody's or S&P), such
change shall be effective as of the date on which it is first announced by the
applicable rating agency. Each change in the Applicable Rate shall apply during
the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change. If the
rating system of Moody's or S&P shall change, or if either such rating agency
shall cease to be in the business of rating corporate debt obligations, the
Borrower and the Lenders shall negotiate in good faith to amend this definition
to reflect such changed rating system or the unavailability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating most recently in
effect prior to such change or cessation.

               "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

               "Attributable Indebtedness" with respect to any Sale/Leaseback
Transaction, means, as at the time of determination, the present value
(discounted at the rate set forth or implicit in the terms of the lease included
in such transaction) of the total obligations of the lessee for rental payments
(other than amounts required to be paid on account of property taxes,
maintenance, repairs, insurance, assessments, utilities, operating and labor
costs and other items that do not constitute payments for property rights)
during the remaining term of the lease included in such Sale/Leaseback

                                       2
<PAGE>

Transaction (including any period for which such lease has been extended). In
the case of any lease that is terminable by the lessee upon the payment of a
penalty or other termination payment, such amount shall be the lesser of the
amount determined assuming termination upon the first date such lease may be
terminated (in which case the amount shall also include the amount of the
penalty or termination payment, but no rent shall be considered as required to
be paid under such lease subsequent to the first date upon which it may be so
terminated) or the amount determined assuming no such termination.

               "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Conversion Date and the date
of termination of the Commitments.

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

               "Borrower" means Enterprise Products Operating L.P., a Delaware
limited partnership.

               "Borrowing" means Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.

               "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03, and being in the form of attached
Exhibit B.

               "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

               "Capital Lease Obligations" of any Person means the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

               "CERCLA" means the Comprehensive Environmental, Response,
Compensation, and Liability Act of 1980, as amended.

               "Change in Control" means Duncan shall cease to own, directly or
indirectly, at least a majority (on a fully converted, fully diluted basis) of
the economic interest in the capital stock of EPCO and/or EPCO shall cease to
own, directly or indirectly, at least a majority (on a fully converted, fully
diluted basis) of the membership interest of the General Partner.

               "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

                                       3
<PAGE>

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

               "Commitment" means, with respect to each Lender, the commitment
of such Lender to make Loans hereunder, expressed as an amount representing the
maximum aggregate amount of such Lender's Exposure hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or
increased from time to time pursuant to Section 2.01 or assignments by or to
such Lender pursuant to Section 9.04. The initial amount of each Lender's
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable.
The initial aggregate amount of the Lenders' Commitments is $150,000,000.

               "Common Units" means the common units of limited partner
interests in the Limited Partner.

               "Consolidated EBITDA" means for any period, the sum of (a) the
consolidated net income of the Borrower and its consolidated Subsidiaries
(excluding Project Finance Subsidiaries) for such period plus, to the extent
deducted in determining consolidated net income for such period, the aggregate
amount of (i) Consolidated Interest Expense, (ii) income tax expense and (iii)
depreciation and amortization expense plus (b) the amount of cash dividends
actually received during such period by the Borrower or a Subsidiary (other than
a Project Finance Subsidiary) from a Project Finance Subsidiary plus (c) the
amount of all payments during such period on leases of the type referred to in
clause (d) of the definition herein of Indebtedness and the amount of all
payments during such period under other off-balance sheet loans and financings
of the type referred to in such clause (d).

               "Consolidated Indebtedness" means the Indebtedness of the
Borrower and its consolidated Subsidiaries (excluding Project Finance
Subsidiaries) including, without duplication, guaranties of funded debt,
determined on a consolidated basis as of such date.

               "Consolidated Interest Expense" means for any period, the
interest expense of the Borrower and its consolidated Subsidiaries (excluding
Project Finance Subsidiaries), determined on a consolidated basis for such
period.

               "Consolidated Net Tangible Assets" means, at any date of
determination, the total amount of assets of the Limited Partner and its
consolidated subsidiaries after deducting therefrom:

               (a) all current liabilities (excluding (A) any current
liabilities that by their terms are extendable or renewable at the option of the
obligor thereon to a time more than 12 months after the time as of which the
amount thereof is being computed, and (B) current maturities of long-term debt);
and

               (b) the value (net of any applicable reserves) of all goodwill,
trade names, trademarks, patents and other like intangible assets, all as set
forth, or on a pro forma basis would be set forth, on the consolidated balance
sheet of the Limited Partner and its consolidated subsidiaries for the Limited
Partner's most recently completed fiscal quarter, prepared in accordance with
GAAP.

               "Consolidated Net Worth" means as to any Person, at any date of
determination, the sum of preferred stock (if any), par value of common stock,

                                       4
<PAGE>

capital in excess of par value of common stock, partners' capital or equity, and
retained earnings, less treasury stock (if any), of such Person, all as
determined on a consolidated basis.

               "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

               "Conversion" means the conversion of the outstanding Revolving
Loans to Term Loans pursuant to the terms and conditions of Section 2.01(d),
which conversion shall occur on November 16, 2001, unless the Availability
Period is extended pursuant to Section 2.01(c).

               "Conversion Date" means the date on which the Conversion occurs.

               "Default" means any event or condition which constitutes an Event
of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

               "Disclosed Matters" means the actions, suits and proceedings and
the environmental matters disclosed in Schedule 3.06.

               "dollars" or "$" refers to lawful money of the United States of
America.

               "Duncan" means, collectively, individually or in any combination,
Dan L. Duncan, his wife, descendants, heirs and/or legatees and/or distributees
of Dan L. Duncan's estate, and/or trusts established for the benefit of his
wife, descendants, such legatees and/or distributees and/or their respective
descendants, heirs, legatees and distributees.

               "Effective Date" means the date specified in the notice referred
to in the last sentence of Section 4.01.

               "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

               "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

               "EPCO" means Enterprise Products Company, a Texas corporation.

                                       5
<PAGE>

               "Equity Interest" means shares of the capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity interests in any Person, or any warrants,
options or other rights to acquire such interests.

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

               "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

               "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

               "Eurocurrency Liabilities" has the meaning assigned to that term
in Regulation D of the Board, as in effect from time to time.

               "Eurodollar", when used in reference to any Loan or Borrowing,
refers to a Loan, or Loans, in the case of a Borrowing, which bear interest at a
rate determined by reference to the LIBO Rate.

               "Eurodollar Rate Reserve Percentage" of any Lender for any
Interest Period for each Eurodollar Borrowing means the reserve percentage
applicable during such Interest Period (or if more than one such percentage
shall be so applicable, the daily average of such percentages for those days in
such Interest Period during which any such percentage shall be so applicable)
under regulations issued from time to time by the Board for determining the
maximum reserve requirement (including, without limitation, any emergency,
supplemental or other marginal reserve requirement) for such Lender with respect
to liabilities or assets consisting of or including Eurocurrency Liabilities
having a term equal to such Interest Period.

               "Event of Default" has the meaning assigned to such term in
Article VII.

               "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender or any other recipient of any payment to be made by or on account of
any obligation of the Borrower hereunder, (a) income or franchise taxes imposed
on (or measured by) its net income by the United States of America, by any state
thereof or the District of Columbia or by the jurisdiction under the laws of

                                       6
<PAGE>

which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America,
any state thereof or the District of Columbia or any similar tax imposed by any
other jurisdiction in which the Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 2.17(e).

               "Exposure" means, with respect to any Lender at any time, the sum
of the outstanding principal amount of such Lender's Loans at such time.

               "Existing $350,000,000 Chase Credit Facility" means the
$350,000,000 revolving credit facility of the Borrower under that certain Credit
Agreement dated as of July 28, 1999, among the Borrower, The Chase Manhattan
Bank, as Administrative Agent, and the lenders party thereto, together with any
and all amendments and supplements thereto.

               "Federal Funds Effective Rate" means, for any day, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of
the quotations for such day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.

               "Final Availability Period" means the Availability Period for
which no extension has been requested by the Borrower or consented to by the
Lenders pursuant to Section 2.01(c).

               "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

               "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than the United States of America, any state
thereof or the District of Columbia.

               "GAAP" means generally accepted accounting principles in the
United States of America.

               "General Partner" means Enterprise Products GP, LLC, a Delaware
limited liability company.

               "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

               "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation or to purchase (or to advance or supply funds for the purchase

                                       7
<PAGE>

of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (c) 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 obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or
obligation; provided, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.

               "Guaranty Agreement" means an agreement executed by the Limited
Partner in form and substance satisfactory to the Administrative Agent
guaranteeing, unconditionally, payment of any principal of or interest on the
Loans or any other amount payable under this Agreement, when and as the same
shall become due and payable.

               "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature, in each case
regulated pursuant to any Environmental Law.

               "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for the repayment of money borrowed which are or
should be shown on a balance sheet as debt in accordance with GAAP, (b)
obligations of such Person as lessee under leases which, in accordance with
GAAP, are capital leases, (c) guaranties of such Person of payment or collection
of any obligations described in clauses (a) and (b) of other Persons; provided,
that clauses (a) and (b) include, in the case of obligations of the Borrower or
any Subsidiary, only such obligations as are or should be shown as debt or
capital lease liabilities on a consolidated balance sheet of the Borrower in
accordance with GAAP and (d) all obligations of such Person under any synthetic
lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing if the obligation under such synthetic lease, tax
retention operating lease, off-balance sheet loan or similar off-balance sheet
financing, as the case may be, is considered indebtedness for borrowed money for
tax purposes but is classified as an operating lease in accordance with GAAP;
provided, further, that the liability of any Person as a general partner of a
partnership for Indebtedness of such partnership, if such partnership is not a
subsidiary of such Person, shall not constitute Indebtedness.

               "Indemnified Taxes" means Taxes other than Excluded Taxes.

               "Index Debt" means senior, unsecured, non-credit enhanced (except
for any guaranty by the Limited Partner) Indebtedness of the Borrower.

               "Information Memorandum" means the Confidential Information
Memorandum dated October, 2000 relating to the Borrower and the Transactions.

               "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.08, and being in
the form of attached Exhibit D.

               "Interest Payment Date" means (a) with respect to any ABR Loan,
the last day of each March, June, September and December, and (b) with respect
to any Eurodollar Loan, the last day of the Interest Period applicable to the

                                       8
<PAGE>

Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, the day
that occurs three (3) months after the first day of such Interest Period.

               "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically cor responding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurodollar Borrowing only, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a
Eurodollar Borrowing that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

               "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance or pursuant to Section 2.01(c)..

               "LIBO Rate" means, with respect to any Eurodollar Borrowing for
any Interest Period, (a) the rate per annum appearing on Page 3750 of the Bridge
Telerate Service (formerly Dow Jones Market Service) (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period; (b) if for any reason the rate specified in clause (a) of this
definition does not so appear on Page 3750 of the Bridge Telerate Service (or
any successor or substitute page or any such successor to or substitute for such
Service), the rate per annum appearing on Reuters Screen LIBO page (or any
successor or substitute page) as the London interbank offered rate for deposits
in dollars at approximately 11:00 a.m., London time, two Business Days prior to
the commencement of such Interest Period for a maturity comparable to such
Interest Period; and (c) if the rate specified in clause (a) of this definition
does not so appear on Page 3750 of the Bridge Telerate Service (or any successor
or substitute page or any such successor to or substitute for such Service) and
if no rate specified in clause (b) of this definition so appears on Reuters
Screen LIBO page (or any successor or substitute page), the average of the
interest rates per annum at which dollar deposits of $5,000,000 and for a
maturity comparable to such Interest Period are offered by the respective
principal London offices of the Reference Banks in immediately available funds
in the London interbank market at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period.

               "Lien" means, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities. For avoidance of
doubt, operating leases are not "Liens".

                                       9
<PAGE>

               "Limited Partner" means Enterprise Products Partners L.P., a
Delaware limited partnership, or any other Person that is the "Guarantor" as
defined in the March 15, 2000 Indenture.

               "Loans" means (a) during the Availability Period, the Revolving
Loans, and (b) from and after the Conversion Date, the Term Loans, as the case
may be.

               "March 15, 2000 Indenture" means that certain Indenture dated as
of March 15, 2000, among the Borrower, the Limited Partner and First Union
National Bank, as Trustee.

               "Material Adverse Change" means a material adverse change, from
that in effect on June 30, 2000, in the financial condition or results of
operations of the Borrower and its consolidated Subsidiaries taken as a whole,
as indicated in the most recent quarterly or annual financial statements.

               "Material Adverse Effect" means a material adverse effect on
financial condition or results of operations of the Borrower and its
consolidated Subsidiaries taken as a whole, as indicated in the most recent
quarterly or annual financial statements.

               "Material Indebtedness" means Indebtedness (other than the
Loans), of any one or more of the Borrower and its Subsidiaries (other than
Project Finance Subsidiaries) in an aggregate principal amount exceeding
$25,000,000.

               "Material Subsidiary" means (i) those Subsidiaries designated on
Schedule 3.12 as Material Subsidiaries and (ii) each Subsidiary that, as of the
last day of the fiscal year of the Borrower most recently ended prior to the
relevant determination of Material Subsidiaries, has a net worth determined in
accordance with GAAP that is greater than 10% of the Consolidated Net Worth of
the Borrower as of such day.

               "Maturity Date" means the date which is one year after the
Conversion Date; provided, however, if such date is not a Business Day, then the
Maturity Date shall be the Business Day immediately preceding such date.

               "Moody's" means Moody's Investors Service, Inc.

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

               "Multi-Year Credit Facility" means the revolving credit facility
of the Borrower under that certain Credit Agreement dated as of November 17,
2000, among the Borrower, First Union National Bank, as Administrative Agent,
Issuing Bank and Swingline Lender, and the lenders party thereto, together with
any and all amendments and supplements thereto (the "Multi-Year Credit
Agreement").

               "Multi-Year Credit Facility Commitments" means the "Commitments"
(as defined in the Multi-Year Credit Agreement) of the Lenders under the
Multi-Year Credit Facility.

               "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or registration of, or otherwise with respect to, this Agreement.

                                       10
<PAGE>

               "Partnership Agreement" means the Agreement of Limited
Partnership of the Borrower among the General Partner and the Limited Partner
substantially in the form provided to the Lenders, as amended, modified and
supplemented from time to time.

               "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

               "Permitted Liens" means:

               (a) liens upon rights-of-way for pipeline purposes;

               (b) any statutory or governmental lien or lien arising by
operation of law, or any mechanics', repairmen's, materialmen's, suppliers',
carriers', landlords', warehousemen's or similar lien incurred in the ordinary
course of business which is not yet due or which is being contested in good
faith by appropriate proceedings and any undetermined lien which is incidental
to construction, development, improvement or repair; or any right reserved to,
or vested in, any municipality or public authority by the terms of any right,
power, franchise, grant, license, permit or by any provision of law, to purchase
or recapture or to designate a purchaser of, any property;

               (c) liens for taxes and assessments which are (i) for the then
current year, (ii) not at the time delinquent, or (iii) delinquent but the
validity or amount of which is being contested at the time by the Borrower, any
Subsidiary or the Limited Partner in good faith by appropriate proceedings;

               (d) liens of, or to secure performance of, leases, other than
capital leases, or any lien securing industrial development, pollution control
or similar revenue bonds;

               (e) any lien upon property or assets acquired or sold by the
Borrower, any Subsidiary or the Limited Partner resulting from the exercise of
any rights arising out of defaults on receivables;

               (f) any lien in favor of the Borrower, any Subsidiary or the
Limited Partner; or any lien upon any property or assets of the Borrower, any
Subsidiary or the Limited Partner in existence on the date of the execution and
delivery of the March 15, 2000 Indenture;

               (g) any lien in favor of the United States of America or any
state thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any state thereof, to secure
partial, progress, advance, or other payments pursuant to any contract or
statute, or any debt incurred by the Borrower, any Subsidiary or the Limited
Partner for the purpose of financing all or any part of the purchase price of,
or the cost of constructing, developing, repairing or improving, the property or
assets subject to such lien;

               (h) any lien incurred in the ordinary course of business in
connection with workmen's compensation, unemployment insurance, temporary
disability, social security, retiree health or similar laws or regulations or to
secure obligations imposed by statute or governmental regulations;

               (i) liens in favor of any Person to secure obligations under
provisions of any letters of credit, bank guarantees, bonds or surety
obligations required or requested by any governmental authority in connection

                                       11
<PAGE>

with any contract or statute; or any lien upon or deposits of any assets to
secure performance of bids, trade contracts, leases or statutory obligations;

               (j) any lien upon any property or assets created at the time of
acquisition of such property or assets by the Borrower, any Subsidiary or the
Limited Partner or within one year after such time to secure all or a portion of
the purchase price for such property or assets or debt incurred to finance such
purchase price, whether such debt was incurred prior to, at the time of or
within one year after the date of such acquisition; or any lien upon any
property or assets to secure all or part of the cost of construction,
development, repair or improvements thereon or to secure debt incurred prior to,
at the time of, or within one year after completion of such construction,
development, repair or improvements or the commencement of full operations
thereof (whichever is later), to provide funds for any such purpose;

               (k) any lien upon any property or assets existing thereon at the
time of the acquisition thereof by the Borrower, any Subsidiary or the Limited
Partner and any lien upon any property or assets of a Person existing thereon at
the time such Person becomes a Subsidiary by acquisition, merger or otherwise;

provided that, in each case, such lien only encumbers the property or assets so
acquired or owned by such Person at the time such Person becomes a Subsidiary;

               (l) liens imposed by law or order as a result of any proceeding
before any court or regulatory body that is being contested in good faith, and
liens which secure a judgment or other court-ordered award or settlement as to
which the Borrower, the applicable Subsidiary or the Limited Partner has not
exhausted its appellate rights;

               (m) any extension, renewal, refinancing, refunding or replacement
(or successive extensions, renewals, refinancing, refunding or replacements) of
liens, in whole or in part, referred to in clauses (a) through (l) above;
provided, however, that any such extension, renewal, refinancing, refunding or
replacement lien shall be limited to the property or assets covered by the lien
extended, renewed, refinanced, refunded or replaced and that the obligations
secured by any such extension, renewal, refinancing, refunding or replacement
lien shall be in an amount not greater than the amount of the obligations
secured by the lien extended, renewed, refinanced, refunded or replaced and any
expenses of the Borrower, its Subsidiaries and the Limited Partner (including
any premium) incurred in connection with such extension, renewal, refinancing,
refunding or replacement; or

               (n) any lien resulting from the deposit of moneys or evidence of
indebtedness in trust for the purpose of defeasing debt of the Borrower, any
Subsidiary or the Limited Partner;

               "Permitted Sale/Leaseback Transactions" means any Sale/Leaseback
Transaction:

               (a) which occurs within one year from the date of completion of
the acquisition of the Principal Property subject thereto or the date of the
completion of construction, development or substantial repair or improvement, or
commencement of full operations on such Principal Property, whichever is later;
or

               (b) involves a lease for a period, including renewals, of not
more than three years; or

                                       12
<PAGE>

               (c) the Borrower, any Subsidiary or the Limited Partner would be
entitled to incur Indebtedness, in a principal amount equal to the Attributable
Indebtedness with respect to such Sale/Leaseback Transaction, secured by a Lien
on the property subject to such Sale/Leaseback Transaction pursuant to Section
6.02 without equally and ratably securing the Indebtedness under this Agreement
pursuant to such Section; or

               (d) the Borrower, any Subsidiary or the Limited Partner, within a
one-year period after such Sale-Leaseback Transaction, applies or causes to be
applied an amount not less than the Attributable Indebtedness from such
Sale-Leaseback Transaction to (a) the prepayment, repayment, redemption,
reduction or retirement of any Indebtedness of the Borrower, any Subsidiary or
the Limited Partner that is not subordinated to the Indebtedness under this
Agreement, or (b) the expenditure or expenditures for Principal Property used or
to be used in the ordinary course of business of the Borrower, its Subsidiaries
or the Limited Partner.

Notwithstanding the foregoing provisions of this definition, any Sale-Leaseback
Transaction not covered by clauses (a) through (d), inclusive, of this
definition, shall nonetheless be a Permitted Sale/Leaseback Transaction if the
Attributable Indebtedness from such Sale-Leaseback Transaction, together with
the aggregate principal amount of outstanding Indebtedness (other than
Indebtedness under this Agreement and Indebtedness under the March 15, 2000
Indenture) secured by Liens other than Permitted Liens upon Principal
Properties, does not exceed 10% of Consolidated Net Tangible Assets.

               "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

               "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

               "Prime Rate" means the rate of interest per annum publicly
announced from time to time by First Union National Bank as its prime rate in
effect at its principal office in Charlotte, North Carolina, each change in the
Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.

               "Principal Property" means whether owned or leased on the date
hereof or thereafter acquired:

               (a) any pipeline assets of the Borrower, any Subsidiary or the
Limited Partner, including any related facilities employed in the
transportation, distribution, storage or marketing of refined petroleum
products, natural gas liquids, and petrochemicals, that are located in the
United States of America or any territory or political subdivision thereof; and

               (b) any processing or manufacturing plant or terminal owned or
leased by the Borrower, any Subsidiary or the Limited Partner that is located in
the United States or any territory or political subdivision thereof;

                                       13
<PAGE>

except, in the case of either of the foregoing clauses (a) or (b):

                              (i)  any such assets consisting of inventories,
               furniture, office fixtures and equipment (including data
               processing equipment), vehicles and equipment used on, or useful
               with, vehicles; and

                              (ii) any such assets, plant or terminal which, in
               the opinion of the Board of Directors (as defined in the March
               15, 2000 Indenture), is not material in relation to the
               activities of the Borrower or of the Limited Partner and its
               subsidiaries taken as a whole.

               "Program" means the buy-back program initiated by the Limited
Partner whereby the Limited Partner or the Borrower may buy back up to the
greater of (i) 1,000,000 publicly held Units or (ii) the number of publicly held
Units the aggregate purchase price of which is $30,000,000.

               "Project Financing" means Indebtedness incurred by a Project
Finance Subsidiary to finance the acquisition or construction of any asset or
project which Indebtedness does not permit or provide for recourse against the
Borrower or any of its Subsidiaries (other than any Project Finance Subsidiary).

                "Project Finance Subsidiaries" means a Subsidiary that is
created principally to (i) construct or acquire any asset or project that will
be or is financed solely with Project Financing for such asset or project,
related equity investments and any loans to, or capital contributions in, such
Subsidiary that are not prohibited hereby, (ii) own an Equity Interest in a
Project Finance Subsidiary, and/or (iii) own an interest in any such asset or
project.

               "Reference Banks" means First Union National Bank, The Chase
Manhattan Bank and Citibank, N.A.

               "Register" has the meaning set forth in Section 9.04.

               "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

               "Required Lenders" means, at any time, Lenders having Exposures
and unused Commitments representing at least 51% of the sum of the total
Exposures and unused Commitments at such time.

               "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any class of
Equity Interests of the Borrower, or any payment (whether 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 Equity Interests of the Limited Partner or the Borrower or any option,
warrant or other right to acquire any Equity Interests of the Limited Partner or
the Borrower.

               "Revolving Loan" means a Loan made pursuant to Section 2.03.

                                       14
<PAGE>

               "Sale/Leaseback Transaction" means any arrangement with any
Person providing for the leasing, under a lease that is not a capital lease
under GAAP, by the Borrower, or a Subsidiary (other than a Project Finance
Subsidiary) or the Limited Partner of any Principal Property, which property has
been or is to be sold or transferred by the Borrower, such Subsidiary or the
Limited Partner to such Person in contemplation of such leasing.

               "S&P" means Standard & Poor's.

               "Subordinated Units" means the subordinated units of limited
partner interests in the Limited Partner.

               "subsidiary" means, with respect to any Person (the "parent") at
any date, any corporation, limited liability company, partnership, association
or other entity of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in
the case of a partnership, more than 50% of the general partnership interests,
are, as of such date, owned, controlled or held by the parent and one or more
subsidiaries of the parent.

               "Subsidiary" means any subsidiary of the Borrower.

               "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

               "Term Loans" means outstanding Revolving Loans converted to term
loans pursuant to Sections 2.01(d).

               "Transactions" means the execution, delivery and performance by
the Borrower of this Agreement, the borrowing of Loans and the use of the
proceeds thereof.

               "Type", when used in reference to any Loan or Borrowing, refers
to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the LIBO Rate or the Alternate Base
Rate.

               "Units" means the collective reference to the Common Units and
the Subordinated Units.

               "Withdrawal Liability" means liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

               SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Type
(e.g., a "Eurodollar Loan"). Borrowings also may be classified and referred to
by Type (e.g., a "Eurodollar Borrowing"). ----

               SECTION 1.03 Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or

                                       15
<PAGE>

reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

               SECTION 1.04. Accounting Terms; GAAPS. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with (i) except for purposes of Section 6.07, GAAP,
as in effect from time to time; provided that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith; and (ii) for purposes of Section 6.07, GAAP, as in effect
on June 30, 2000.

                                  ARTICLE II

                                 The Credits

               SECTION 2.01. Commitments; Extensions and Conversion. (a) Subject
to the terms and conditions set forth herein, each Lender agrees to (i) make
Revolving Loans to the Borrower from time to time during the Availability Period
in an aggregate principal amount that will not result in (A) such Lender's
Exposure exceeding such Lender's Commitment or (B) the sum of the total
Exposures exceeding the total Commitments, and (ii) at the election of the
Borrower, to convert the aggregate principal amount of all Revolving Loans
outstanding immediately prior to the close of the Administrative Agent's
business on the last day of the Final Availability Period to Term Loans. Within
the foregoing limits and subject to the terms and conditions set forth herein,
the Borrower may borrow, prepay and reborrow Revolving Loans.

               (b) The Borrower shall have the right, without the consent of the
Lenders but with the prior approval of the Administrative Agent, not to be
unreasonably withheld, to cause from time to time an increase in the total
Commitments of the Lenders by adding to this Agreement one or more additional
Lenders or by allowing one or more Lenders to increase their respective
Commitments; provided however (i) no Event of Default shall have occurred
hereunder which is continuing, (ii) no such increase shall cause (A) the
aggregate Commitments hereunder to exceed $250,000,000, or (B) the sum of the
aggregate Commitments hereunder plus the aggregate 5-Year Credit Facility
Commitments to exceed $500,000,000, and (iii) no Lender's Commitment shall be
increased without such Lender's consent.

                                       16
<PAGE>

               (c) The Borrower may request a 364-day extension of the then
effective Availability Period by delivering a written request for same to the
Administrative Agent no earlier than 60 days and later than 30 days prior to the
end of such Availability Period. Any such extension shall be granted if (i)
consented to by Lenders having Exposures and unused Commitments representing
more than 51% of the sum of the total Exposures and unused Commitments at such
time, (ii) at the close of business on the last day of the Availability Period
as it existed immediately prior to such extension (A) the Commitments of the
dissenting Lenders are terminated (which termination shall be effective
automatically), (B) all amounts owing to such dissenting Lenders are paid in
full (which payments shall not be subject to Section 2.11), and (C) the total
Commitments have been permanently reduced by an amount equal to such dissenting
Lenders' Commitments so terminated, except to the extent that the Commitments of
the dissenting Lenders are replaced pursuant to Section 2.19(b) and/or one or
more Lenders agree(s) to increase their respective Commitment(s), and (iii) all
conditions precedent for a Borrowing set forth in Section 4.02 have been
satisfied.

               (d) (i) At the option of the Borrower, upon written notice
delivered to the Administrative Agent no earlier than 60 days and no later than
30 days prior to the end of the Final Availability Period, the aggregate
principal amount of all Revolving Loans outstanding immediately prior to the
close of the Administrative Agent's business on the last day of the Final
Availability Period shall automatically convert to Term Loans maturing on the
Maturity Date.

                              (ii)  Any portion of each Lender's Commitment not
               utilized on or before the Conversion Date shall be permanently
               canceled.

                              (iii) Any Term Loans that are prepaid may not be
               reborrowed.

               SECTION 2.02. Revolving Loans and Revolving Borrowings. (a) Each
Revolving Loan shall be made as part of a Revolving Borrowing consisting of
Revolving Loans made by the Lenders ratably in accordance with their respective
Commitments. The failure of any Lender to make any Revolving Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Revolving Loans as required.

               (b) Subject to Section 2.14, (i) each Revolving Borrowing shall
be comprised entirely of ABR Revolving Loans or Eurodollar Revolving Loans as
the Borrower may request in accordance herewith. Each Lender at its option may
make any Eurodollar Revolving Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

               (c) At the commencement of each Interest Period for any
Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 and not less than $5,000,000. At the
time that each ABR Revolving Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $500,000 and not less than
$1,000,000; provided that an ABR Revolving Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the total Commitments.
Borrowings of more than one Type may be outstanding at the same time; provided
that there shall not at any time be more than a total of six Eurodollar
Borrowings outstanding.

                                       17
<PAGE>

               (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

               SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date of the
proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, on the date of the proposed Borrowing; provided that
any such notice of an ABR Revolving Borrowing to finance the reimbursement of an
LC Disbursement as contemplated by Section 2.06(e) may be given not later than
10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request signed by the Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

               (i)   the aggregate amount of the requested Borrowing;

               (ii)  the date of such Borrowing, which shall be a Business Day;

               (iii) whether such Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing;

               (iv)  in the case of a Eurodollar Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by the
definition of the term "Interest Period"; and

               (v)   the location and number of the Borrower's account to which
funds are to be disbursed, which shall comply with the requirements of Section
2.07.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month's
duration. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

               SECTION 2.04. Intentionally Omitted.

               SECTION 2.05. Intentionally Omitted.

               SECTION 2.06. Intentionally Omitted.

               SECTION 2.07. Funding of BorrowingsSECTION 2.07. Funding of
Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on
the proposed date thereof by wire transfer of immediately available funds by
1:00 p.m., New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account designated by
the Borrower in the applicable Borrowing Request.

                                       18
<PAGE>

               (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to such Borrowing. If such Lender pays such amount
to the Administrative Agent, then such amount shall constitute such Lender's
Loan included in such Borrowing.

               SECTION 2.08. Interest Elections. (a) Each Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter (including on or after the
Conversion Date), the Borrower may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurodollar
Borrowing, may elect Interest Periods therefor, all as provided in this Section.
The Borrower may elect different options with respect to different portions of
the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the
Loans comprising each such portion shall be considered a separate Borrowing.

               (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Revolving Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request signed by the Borrower.

               (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

                              (i)   the Borrowing to which such Interest
               Election Request applies and, if different options are being
               elected with respect to different portions thereof, the portions
               thereof to be allocated to each resulting Borrowing (in which
               case the information to be specified pursuant to clauses (iii)
               and (iv) below shall be specified for each resulting Borrowing);

                              (ii)  the effective date of the election made
               pursuant to such Interest Election Request, which shall be a
               Business Day;

                              (iii) whether the resulting Borrowing is to be an
               ABR Borrowing or a Eurodollar Borrowing; and

                                       19
<PAGE>

                              (iv) if the resulting Borrowing is a Eurodollar
               Borrowing, the Interest Period to be applicable thereto after
               giving effect to such election, which shall be a period
               contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration, in the case of a Eurodollar
Borrowing.

               (d) Promptly following receipt of an Interest Election Request,
the Administrative Agent shall advise each Lender of the details thereof and of
such Lender's portion of each resulting Borrowing.

               (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

            SECTION 2.09. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Maturity Date.

               (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments; provided that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $1,000,000 and
not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.11, the sum of the Exposures would exceed the total
Commitments.

               (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

               SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan on the
Maturity Date.

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

                                       20
<PAGE>

of principal and interest payable and paid to such Lender from time to time
hereunder.

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

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

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

               SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to prior notice in accordance with paragraph (b) of this
Section.

               (b)  The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment is given
in connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.09, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.09. Promptly
following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Borrowing shall be in an amount that is an integral multiple of
$1,000,000 and not less than $1,000,000 in the case of an ABR Borrowing, or
$3,000,000 in the case of a Eurodollar Borrowing. Each prepayment of a Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.13.

               SECTION 2.12. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the
Effective Date to but excluding the date on which such Commitment terminates;
provided that, if such Lender continues to have any Exposure after its
Commitment terminates, then such facility fee shall continue to accrue on the

                                      21
<PAGE>

daily amount of such Lender's Exposure from and including the date on which its
Commitment terminates to but excluding the date on which such Lender ceases to
have any Exposure. Accrued facility fees shall be payable in arrears on the last
day of March, June, September and December of each year and on the date on which
the Commitments terminate, commencing on the first such date to occur after the
date hereof; provided that any facility fees accruing after the date on which
the Commitments terminate shall be payable on demand. All facility fees and
utilization fees shall be computed on the basis of a year of 365 days (or 366
days in leap year) and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). In addition to the
foregoing, the Borrower agrees to pay to the Administrative Agent for the
account of each Lender a utilization fee, which shall accrue and be payable on
Loans made hereunder at a rate of 0.125% per annum whenever the aggregate amount
of Loans outstanding plus amounts outstanding under the Multi-Year Credit
Facility exceed 50% of the total Commitments plus the Multi-Year Credit Facility
Commitments.

               (b)  The Borrower agrees to pay to the Administrative Agent, for
its own account, fees payable in the amounts and at the times separately agreed
upon between the Borrower and the Administrative Agent.

               (c)  All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees, utilization fees and participation fees, to the
Lenders. Fees paid shall not be refundable under any circumstances.

               SECTION 2.13. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate.

               (b)  The Loans comprising each Eurodollar Borrowing shall bear
interest at the LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Rate.

               (c)  Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section.

               (d)  Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (c) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion pursuant to
Section 2.08 of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

               (e)  All interest determined by reference to the LIBO Rate or
clause (b) of the definition of Alternate Base Rate shall be computed on the
basis of a year of 360 days, and all other interest shall be computed on the
basis of a year of 365 days (or 366 days in a leap year), and in each case shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Alternate Base Rate or LIBO Rate shall

                                       22
<PAGE>

be determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

               (f)  The Borrower shall pay to each Lender, so 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
Liabilities, additional interest on the unpaid principal amount of each
Borrowing of such Lender during such periods as such Borrowing is a Eurodollar
Borrowing, from the date of such Borrowing until such principal amount is paid
in full, at an interest rate per annum equal at all times to the remainder
obtained by subtracting (i) the LIBO Rate for the Interest Period in effect for
such Eurodollar Borrowing from (ii) the rate obtained by dividing such LIBO Rate
by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of
such Lender for such Interest Period. Such additional interest shall be
determined by such Lender. The Borrower shall from time to time, within 15 days
after demand (which demand shall be accompanied by a certificate comporting with
the requirements set forth in Section 2.15(c)) by such Lender (with a copy of
such demand and certificate to the Administrative Agent) pay to the Lender
giving such notice such additional interest; provided, however, that the
Borrower shall not be required to pay to such Lender any portion of such
additional interest that accrued more than 90 days prior to any such demand,
unless such additional interest was not determinable on the date that is 90 days
prior to such demand.

               SECTION 2.14. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

               (a)  the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the LIBO Rate, as applicable, for such Interest
Period; or

               (b)  the Administrative Agent is advised by the Required Lenders
that the LIBO Rate, as applicable, for such Interest Period will not adequately
and fairly reflect the cost to such Lenders (or Lender) of making or maintaining
their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective,
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

               SECTION 2.15. Illegality; Increased Costs. (a) If any Change in
Law shall make it unlawful or impossible for any Lender to make, maintain or
fund its Eurodollar Loans, such Lender shall so notify the Administrative Agent.
Upon receipt of such notice, the Administrative Agent shall immediately give
notice thereof to the other Lenders and to the Borrower, whereupon until such
Lender notifies the Borrower and the Administrative Agent that the circumstances
giving rise to such suspension no longer exist, the obligation of such Lender to
make Eurodollar Loans shall be suspended. If such Lender shall determine that it
may not lawfully continue to maintain and fund any of its outstanding Eurodollar
Loans to maturity and shall so specify in such notice, the Borrower shall
immediately prepay (which prepayment shall not be subject to Section 2.11) in

                                       23
<PAGE>

full the then outstanding principal amount of such Eurodollar Loans, together
with the accrued interest thereon.

               (b)  If any Change in Law shall:

               (i)  impose, modify or deem applicable any reserve, special
deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender (except any such reserve
requirement reflected in Section 2.13(f);

               (ii) impose on any Lender or the London interbank market any
other condition affecting this Agreement or Eurodollar Loans made by such
Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), then the Borrower will pay to such Lender, such additional amount or
amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

               (b)  If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender to a
level below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

               (c)  A certificate of a Lender setting forth, in reasonable
detail showing the computation thereof, the amount or amounts necessary to
compensate such Lender or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section shall be delivered to the Borrower and
shall be conclusive absent manifest error. Such certificate shall further
certify that such Lender is making similar demands of its other similarly
structured borrowers. The Borrower shall pay such Lender the amount shown as due
on any such certificate within 10 days after receipt thereof, if such
certificate complies herewith.

               (d)  Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 90 days prior to the date that such
Lender notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 90-day period referred to
above shall be extended to include the period of retroactive effect thereof (to
the extent that such period of retroactive effect is not already included in
such 90-day period).

               SECTION 2.16. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day

                                       24
<PAGE>

of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.11(b) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.19, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense (excluding loss of anticipated profits) attributable to such event.
A certificate of any Lender setting forth, in reasonable detail showing the
computation thereof, any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof, if
such certificate complies herewith.

               SECTION 2.17. Taxes. (a) Any and all payments by or on account of
any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (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) the Administrative Agent or any
Lender (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

               (b)  In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

               (c)  The Borrower shall indemnify the Administrative Agent and
each Lender within 10 days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower hereunder (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority; provided that the Borrower shall not be required to indemnify or
reimburse a Lender pursuant to this Section for any Indemnified Taxes or Other
Taxes imposed or asserted more than 90 days prior to the date that such Lender
notifies the Borrower of the Indemnified Taxes or Other Taxes imposed or
asserted and of such Lender's intention to claim compensation therefor; provided
further that, if the Indemnified Taxes or Other Taxes imposed or asserted giving
rise to such claims are retroactive, then the 90-day period referred to above
shall be extended to include the period of retroactive effect thereof (to the
extent that such period of retroactive effect is not already included in such
90-day period). A certificate setting forth, in reasonable detail showing the
computation thereof, the amount of such payment or liability delivered to the
Borrower by a Lender or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.

               (d)  As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                                       25
<PAGE>

               (e)  Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at such reduced rate.

               (f)  Should any Lender or the Administrative Agent ever receive
any refund, credit or deduction from any taxing authority to which such Lender
or the Administrative Agent would not be entitled but for the payment by the
Borrower of Taxes (it being understood that the decision as to whether or not to
claim, and if claimed, as to the amount of any such refund, credit or deduction
shall be made by such Lender or the Administrative Agent in its sole
discretion), such Lender or the Administrative Agent, as the case may be,
thereupon shall repay to the Borrower an amount with respect to such refund,
credit or deduction equal to any net reduction in taxes actually obtained by
such Lender or the Administrative Agent, as the case may be, and determined by
such Lender or the Administrative Agent, as the case may be, to be attributable
to such refund, credit or deduction.

               (g)  Except for a request by the Borrower under Section 2.19(b),
no Foreign Lender shall be entitled to the benefits of Sections 2.17(a) or
2.17(c) if withholding tax is imposed on amounts payable to such Foreign Lender
at the time such Foreign Lender becomes a party to this Agreement or designates
a new lending office.

               SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or of amounts payable under
Section 2.15, 2.16 or 2.17, or otherwise) prior to 1:00 p.m., New York City
time, on the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 301
South College Street, Charlotte, North Carolina 28288-0608, except that payments
pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the
Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments hereunder shall be made in dollars.

               (b)  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,
towards payment 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 (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.

               (c)  If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment (other than any payment to a
dissenting Lender pursuant to Section 2.01(c) ) in respect of any principal of
or interest on any of its Loans resulting in such Lender receiving payment of a

                                       26
<PAGE>

greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

               (d)  Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due. In such
event, if the Borrower has not in fact made such payment, then each of the
Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

               (e)  If any Lender shall fail to make any payment required to be
made by it pursuant to Section 2.07(b) or 2.18(d), then the Administrative Agent
may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of
such Lender to satisfy such Lender's obligations under such Sections until all
such unsatisfied obligations are fully paid.

               SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a)
If any Lender requests compensation under Section 2.15 or Section 2.13(f), or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.13(f), 2.15 or 2.17, as the case
may be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment. Lenders agree to
use reasonable efforts to select lending offices which will minimize taxes and
other costs and expenses for the Borrower.

                                       27
<PAGE>

               (b)  If any Lender requests compensation under Section 2.13(f) or
Section 2.15, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.17, or if any Lender defaults in its obligation to fund Loans
hereunder, or if any Lender refuses to consent to an extension pursuant to
Section 2.01(c), then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section
2.13(f) or Section 2.15 or payments required to be made pursuant to Section
2.17, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply. If any Lender refuses to assign and delegate all
its interests, rights and obligations under this Agreement after the Borrower
has required such Lender to do so as a result of a claim for compensation under
Section 2.13(f) or Section 2.15 or payments required to be made pursuant to
Section 2.17, such Lender shall not be entitled to receive such compensation or
required payments.

                                  ARTICLE III

                        Representations and Warranties

               The Borrower represents and warrants to the Lenders that:

               SECTION 3.01. Organization; Powers. Each of the Borrower and its
Subsidiaries is duly formed, validly existing and (if applicable) in good
standing (except, with respect to Subsidiaries (other than Material
Subsidiaries), where the failure to be in good standing, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect) under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business in all material respects
as now conducted and, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and (if applicable) is in good standing
in, every jurisdiction where such qualification is required.

               SECTION 3.02. Authorization; Enforceability. The Transactions are
within the Borrower's partnership powers and have been duly authorized by all
necessary partnership and, if required, partner action. This Agreement has been
duly executed and delivered by the Borrower and constitutes a legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

                                       28
<PAGE>

               SECTION 3.03. Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (b) will not
violate any law or regulation applicable to the Borrower or the limited
partnership agreement, charter, by-laws or other organizational documents of the
Borrower or any of its Subsidiaries or any order of any Governmental Authority
to which the Borrower or any of its Subsidiaries is subject, (c) will not
violate or result in a default under any material indenture, agreement or other
instrument binding upon the Borrower or any of its Subsidiaries or its assets,
or (except for the Existing $350,000,000 Chase Credit Facility) give rise to a
right thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries, and (d) will not result in the creation or imposition of any Lien
on any asset of the Borrower or any of its Subsidiaries that is prohibited
hereby.

               SECTION 3.04. Financial Condition; No Material Adverse
Change. (a) The Borrower has heretofore furnished to the Lenders its audited
consolidated and unaudited consolidating balance sheets of the Borrower and its
consolidated Subsidiaries and the related audited consolidated (and, as to
statements of income, unaudited consolidating) statements of income, equity and
cash flow of the Borrower and its consolidated Subsidiaries (i) as of and for
the fiscal year ended December 31, 1999, reported on by Deloitte & Touche,
independent public accountants, and (ii) as of and for the fiscal quarter and
the portion of the fiscal year ended June 30, 2000, certified by its chief
financial officer. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Borrower and its consolidated Subsidiaries as of such dates and for such periods
in accordance with GAAP, subject to year-end audit adjustments and the absence
of footnotes in the case of the statements referred to in clause (ii) above.

               (b)  No Material Adverse Change exists.

               SECTION 3.05. Intentionally Omittedd.

               SECTION 3.06. Litigation and Environmental Matters. (a) There are
no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.

               (b)  Except for the Disclosed Matters and except with respect to
any other matters that, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, neither the Borrower nor any
of its Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

               (c)  Since the date of this Agreement, there has been no change
in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

                                       29
<PAGE>

               SECTION 3.07. Compliance with Laws. Each of the Borrower and its
Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.

               SECTION 3.08. Investment and Holding Company Status. Neither the
Borrower nor any of its Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

               SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries
has timely filed or caused to be filed all Tax returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

               SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect.

               SECTION 3.11. Disclosure. Neither the Information Memorandum nor
any of the other reports, financial statements, certificates or other
information furnished by or on behalf of the Borrower to the Administrative
Agent or any Lender in connection with the negotiation of this Agreement (as
modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.

               SECTION 3.12. Subsidiaries. As of the Effective Date, Borrower
has no Subsidiaries other than those listed on Schedule 3.12 hereto. As of the
Effective Date, Schedule 3.12 sets forth the jurisdiction of incorporation or
organization of each such Subsidiary, the percentage of Borrower's ownership of
the outstanding Equity Interests of each Subsidiary directly owned by Borrower,
and the percentage of each Subsidiary's ownership of the outstanding Equity
Interests of each other Subsidiary.

               SECTION 3.13. Margin Securities. Neither the Borrower nor any
Subsidiary is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulations U or X of the Board of Governors of the
Federal Reserve System), and no part of the proceeds of any Loan will be used to
purchase or carry any margin stock in violation of said Regulations U or X or to
extend credit to others for the purpose of purchasing or carrying margin stock
in violation of said Regulations U or X.

                                       30
<PAGE>

                                  ARTICLE IV

                                  Conditions

               SECTION 4.01. Effective Date. The obligations of the Lenders to
make Loans hereunder shall not become effective until the Effective Date which
is scheduled to occur when each of the following conditions is satisfied:

               (a)  The Administrative Agent (or its counsel) shall have
received from each party hereto either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement.

               (b)  The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated
the Effective Date) of Richard H. Bachmann, Esq., Chief Legal Officer of the
General Partner and the Limited Partner, substantially in the form of Exhibit E.

               (c)  The Administrative Agent shall have received such documents
and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization and existence of the Borrower and the
Limited Partner, the authorization of the Transactions and any other legal
matters relating to the Borrower, this Agreement or the Transactions, all in
form and substance reasonably satisfactory to the Administrative Agent and its
counsel, and, with respect to the Limited Partner, the authorization of the
Guaranty Agreement and any other legal matters relating to the Limited Partner.

               (d)  The Administrative Agent shall have received the Guaranty
Agreement dated as of the date hereof, duly and validly executed by the Limited
Partner.

               (e)  The Administrative Agent shall have received a certificate,
dated the Effective Date and signed by the President, an Executive Vice
President or a Financial Officer of the Borrower, confirming compliance with the
conditions set forth in paragraphs (a) and (b) of Section 4.02.

               (f)  The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced five (5) Business Days prior to closing, reimbursement or
payment of all out-of-pocket expenses required to be reimbursed or paid by the
Borrower hereunder.

               (g)  There shall not have been any disruption or adverse change
in the financial or capital markets generally or in the market for loan
syndications in particular, which the Administrative Agent, in its reasonable
judgment, deems material.

               (h)  The Lenders shall have received the audited financial
statements for the Borrower and its Subsidiaries for the period ended December
31, 1999 and Form 10-Q for fiscal quarter ending June 30, 2000.

               (i)  All necessary governmental and third-party approvals, if
any, required to be obtained by the Borrower in connection with the Transactions
and otherwise referred to herein shall have been obtained and remain in effect
(except where failure to obtain such approvals will not have a Material Adverse

                                       31
<PAGE>

Effect), and all applicable waiting periods shall have expired without any
action being taken by any applicable authority.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.

               SECTION 4.02. Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of any Borrowing (exclusive of continuations and
conversions of a Borrowing) is subject to the satisfaction of the following
conditions:

               (a) The representations and warranties of the Borrower set forth
in this Agreement shall be true and correct in all material respects on and as
of the date of such Borrowing.

               (b) At the time of and immediately after giving effect to such
Borrowing no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

                                   ARTICLE V

                             Affirmative Covenants

               Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Lenders that:

               SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish, or cause to be furnished, to the Administrative Agent and
each Lender:

               (a) within 15 days after filing same with the Securities and
Exchange Commission ("SEC"), copies of each annual report on Form 10-K,
quarterly report on Form 10-Q and report on Form 8-K (or any successor or
substitute forms) that the Limited Partner is required to file with the SEC
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, and any successor statute (the "Exchange Act");

               (b) within 15 days after filing same with the SEC, copies of each
annual report on Form 10-K, quarterly report on Form 10-Q and report on Form 8-K
(or any successor or substitute forms) that the Borrower is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act;

               (c) if the Borrower is not subject to the requirements of Section
13 or 15(d) of the Exchange Act and the Limited Partner owns direct subsidiaries
(other than the Borrower and its Subsidiaries), promptly after becoming
available and in any event within 105 days after the close of each fiscal year
of the Borrower (i) the audited consolidated balance sheets of the Borrower and
its consolidated Subsidiaries as at the end of such year and (ii) the audited
consolidated statements of income, equity and cash flow of the Borrower and its
consolidated Subsidiaries for such year setting forth in each case in

                                       32
<PAGE>

comparative form the corresponding figures for the preceding fiscal year, which
report shall be to the effect that such statements have been prepared in
accordance with GAAP;

               (d) if the Borrower is not subject to Section 13 or 15(d) of the
Exchange Act and the Limited Partner owns direct subsidiaries (other than the
Borrower and its Subsidiaries), promptly after their becoming available and in
any event within 60 days after the close of each fiscal quarter of the Borrower,
(i) the unaudited consolidated balance sheets of the Borrower and its
consolidated Subsidiaries as at the end of such quarter and (ii) the unaudited
consolidated statements of income, equity and cash flow of the Borrower for such
quarter, setting forth in each case in comparative form the corresponding
figures for the preceding fiscal year, all of the foregoing certified by a
Financial Officer of the Borrower to have been prepared in accordance with GAAP
subject to normal changes resulting from year-end adjustment and accompanied by
a written discussion of the financial performance and operating results,
including the major assets, of the Borrower for such quarter; and

               (e) within 60 days after the end of each fiscal quarter of each
fiscal year of the Borrower, a certificate of a Financial Officer of the
Borrower substantially in the form of Exhibit F (i) certifying as to whether a
Default has occurred that is then continuing and, if a Default has occurred that
is then continuing, specifying the details thereof and any action taken or
proposed to be taken with respect thereto, (ii) setting forth in reasonable
detail calculations demonstrating compliance with Section 6.07.

               SECTION 5.02. Notices of Material Events. The Borrower will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

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

               (b) any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

               SECTION 5.03. Existence; Conduct of Business. The Borrower will
do or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence and the rights, licenses, permits,
privileges and franchises material to the conduct of its business; provided that
the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution not prohibited under Section 6.03.

               SECTION 5.04. Intentionally Omitted

               SECTION 5.05. Maintenance of Properties; Insurance. The Borrower
will, and will cause each of its Subsidiaries to, (a) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.

                                       33
<PAGE>

               SECTION 5.06. Books and Records; Inspection Rights. The Borrower
will, and will cause each of its Subsidiaries to, keep in accordance with GAAP
proper books of record and account in which full, true and correct entries are
made in all material respects of all dealings and transactions in relation to
its business and activities. The Borrower will, and will cause each of its
Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested.

               SECTION 5.07. Compliance with Laws. The Borrower will, and will
cause each of its Subsidiaries to, comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or its property, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

               SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be
used only (a) for the payment in full of the Existing $350,000,000 Chase Credit
Facility, to the extent not paid in full using the proceeds of loans made under
the Multi-Year Revolving Credit Facility, (b) as a backstop for commercial
paper, and (c) for working capital, acquisitions and other limited partnership
purposes. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations U and X.

               SECTION 5.09. Environmental Matters. The Borrower has established
and implemented, or will establish and implement, and will cause each of its
Subsidiaries to establish and implement, such procedures as may be necessary to
assure that any failure of the following does not have a Material Adverse
Effect: (i) all property of the Borrower and its Subsidiaries and the operations
conducted thereon are in compliance with and do not violate the requirements of
any Environmental Laws, (ii) no oil or solid wastes are disposed of or otherwise
released on or to any property owned by the Borrower or its Subsidiaries except
in compliance with Environmental Laws, (iii) no Hazardous Materials will be
released on or to any such property in a quantity equal to or exceeding that
quantity which requires reporting pursuant to Section 103 of CERCLA, and (iv) no
oil or Hazardous Materials is released on or to any such property so as to pose
an imminent and substantial endangerment to public health or welfare or the
environment.

               SECTION 5.10  ERISA Information. The Borrower will furnish to the
Administrative Agent:

               (a) within 15 Business Days after the institution of or the
withdrawal or partial withdrawal by the Borrower, any Subsidiary or any ERISA
Affiliate from any Multiemployer Plan, which would cause the Borrower, any
Subsidiary or any ERISA Affiliate to incur withdrawal liability in excess of
$5,000,000 (in the aggregate for all such withdrawals), a written notice thereof
signed by an executive officer of the Borrower stating the applicable details;
and

               (b) within 15 Business Days after an officer of the Borrower
becomes aware of any material action at law or at equity brought against the
Borrower, any of its Subsidiaries, any ERISA Affiliate, or any fiduciary of a
Plan in connection with the administration of any Plan or the investment of
assets thereunder, a written notice signed by an executive officer of the
Borrower specifying the nature thereof and what action the Borrower is taking or
proposes to take with respect thereto.

                                       34
<PAGE>

                  SECTION 5.11 Taxes. Pay and discharge, or cause to be paid and
discharged, promptly or make, or cause to be made, timely deposit of all taxes
(including Federal Insurance Contribution Act) payments and withholding taxes),
assessments and governmental charges or levies imposed upon the Borrower or any
Subsidiary or upon the income or any property of the Borrower or any Subsidiary;
provided, however, that neither the Borrower nor any Subsidiary shall be
required to pay any such tax, assessment, charge, levy or claim if the amount,
applicability or validity thereof shall currently be contested in good faith by
appropriate proceedings diligently conducted by or on behalf of the Borrower or
its Subsidiary, and if the Borrower or its Subsidiary shall have set up reserves
therefor adequate under GAAP or if no Material Adverse Effect shall be
occasioned by all such failures in the aggregate.


                                  ARTICLE VI

                              Negative Covenants

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, the Borrower covenants and agrees with the Lenders that:

                  SECTION 6.01. Indebtedness. The Borrower will not permit any
Subsidiary to create, incur or assume any Indebtedness, except:

                  (a) Indebtedness assumed by any Subsidiary in connection with
its acquisition (whether by merger, consolidation or acquisition of all or
substantially all of the assets) of another Person and Indebtedness refinancing
(but not increasing) such Indebtedness, provided that at the time of and after
giving effect to the incurrence or assumption of such Indebtedness or
refinancing Indebtedness and the application of the proceeds thereof, as the
case may be, the aggregate principal amount of all such Indebtedness, and of all
Indebtedness previously incurred or assumed pursuant to this Section 6.01(a),
and then outstanding, shall not exceed 75% of Consolidated EBITDA for the period
of four full fiscal quarters of the Borrower and its Subsidiaries (and such
Person on a pro forma basis) then most recently ended;

                  (b) Indebtedness of the Subsidiaries not otherwise permitted
by this Section 6.01, provided that at the time of and after giving effect to
the incurrence of such Indebtedness and the application of the proceeds thereof
the aggregate principal amount of all such Indebtedness, and of all Indebtedness
previously incurred pursuant to this Section 6.01(b), and then outstanding,
shall not exceed 25% of Consolidated EBITDA for the period of four fiscal
quarters of the Borrower and the Subsidiaries then most recently ended;

                  (c) Indebtedness of Project Finance Subsidiaries;

                  (d) intercompany Indebtedness;

                  (e) Indebtedness existing on the date hereof and set forth on
Schedule 6.01; and

                  (f) other unsecured Indebtedness in an aggregate principal
amount not exceeding $25,000,000 at any time outstanding;

                                       35
<PAGE>

provided, however, that no Subsidiary (other than a Project Finance Subsidiary)
shall create, incur or assume any Indebtedness pursuant to any provision of this
Section 6.01 if an Event of Default shall have occurred and be continuing or
would result from such creation, incurrence or assumption.

                  SECTION 6.02. Liens. The Borrower shall not, and shall not
permit any Subsidiary (other than Project Finance Subsidiaries) or the Limited
Partner to, create, assume, incur or suffer to exist any Lien, other than a
Permitted Lien, on any Principal Property or upon any Equity Interests of the
Borrower or any Subsidiary (other than Project Finance Subsidiaries) owning or
leasing any Principal Property, now owned or hereafter acquired by the Borrower
or such Subsidiary to secure any Indebtedness of the Borrower, the Limited
Partner or any other Person (other than the Indebtedness under this Agreement),
without in any such case making effective provision whereby any and all
Indebtedness under this Agreement then outstanding will be secured by a Lien
equally and ratably with, or prior to, such Indebtedness for so long as such
Indebtedness shall be so secured. Notwithstanding the foregoing, the Borrower
may, and may permit any Subsidiary (other than a Project Finance Subsidiary) and
the Limited Partner to, create, assume, incur or suffer to exist any Lien upon
any Principal Property to secure Indebtedness of the Borrower, the Limited
Partner or any other Person (other than the Indebtedness under this Agreement),
other than a Permitted Lien without securing the Indebtedness under this
Agreement, provided that the aggregate principal amount of all Indebtedness then
outstanding secured by such Lien and all similar Liens together with the
aggregate amount of Attributable Indebtedness deemed to be outstanding in
respect of all Sale/Leaseback Transactions (exclusive of any Permitted
Sale/Leaseback Transactions), does not exceed 10% of Consolidated Net Tangible
Assets.

                  SECTION 6.03. Fundamental Changes. The Borrower will not merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or substantially all of
its assets, or all or substantially all of the Equity Interests of any of its
Subsidiaries(other than Project Finance Subsidiaries) (in each case, whether now
owned or hereafter acquired), or liquidate or dissolve, except that, if at the
time thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing (i) any Person may merge into or consolidate with the
Borrower in a transaction in which the Borrower is the surviving entity and (ii)
Borrower may sell or otherwise dispose of all or any portion of the Equity
Interests of any of its Subsidiaries.

                  SECTION 6.04. Investment Restriction.  Neither the Borrower
nor any Subsidiary (other than a Project Finance Subsidiary) will make
investments in Project Finance Subsidiaries in excess of $50,000,000 in the
aggregate at any one time outstanding.

                  SECTION 6.05. Restricted Payments. The Borrower will not, and
will not permit any of its Subsidiaries (other than Project Finance
Subsidiaries) to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except as long as no Event of Default has
occurred and is continuing or would result therefrom, (i) the Borrower and the
Subsidiaries may make Restricted Payments necessary to fund the Program, (ii)
the Borrower may make Restricted Payments from Available Cash (as defined in the
Partnership Agreement) from Operating Surplus (as defined in the Partnership
Agreement) cumulative from January 1, 1999 through the date of such Restricted
Payment, and (iii) any Subsidiary may buy back any of its own Equity Interests;
provided, that even if an Event of Default shall have occurred and is
continuing, no Subsidiary shall be prohibited from upstreaming dividends or
other payments to the Borrower or any Subsidiary (which is not a Project

                                       36
<PAGE>

Finance Subsidiary) or making, in the case of any Subsidiary that is not
wholly-owned (directly or indirectly) by the Borrower, ratable dividends or
payments, as the case may be, to the other owners of Equity Interests in such
Subsidiary.

                  SECTION 6.06. Restrictive Agreements. The Borrower will not,
and will not permit any of its Subsidiaries (other than Project Finance
Subsidiaries) to, directly or indirectly, enter into, incur or permit to exist
any agreement or other arrangement with any Person, other than the Lenders
pursuant hereto or restrictions or conditions existing on the date hereof and
identified on Schedule 6.06, which prohibits, restricts or imposes any
conditions upon the ability of any Subsidiary (other than Project Finance
Subsidiaries) to (a) pay dividends or make other distributions or pay any
Indebtedness owed to the Borrower or any Subsidiary, or (b) make subordinate
loans or advances to or make other investments in the Borrower or any
Subsidiary.

                  SECTION 6.07 Financial Condition Covenants.

                  (a) Minimum Net Worth. The Borrower will not permit its
Consolidated Net Worth as of the last day of any fiscal quarter of the Borrower
to be less than $750,000,000.

                  (b) Ratio of Consolidated Indebtedness to Consolidated EBITDA.
The Borrower shall not permit its ratio of Consolidated Indebtedness to
Consolidated EBITDA for the four full fiscal quarters most recently ended to
exceed 4.00 to 1.0 as of the last day of any fiscal quarter of the Borrower. For
purposes of calculating such ratio, the Project Finance Subsidiaries shall be
disregarded. For purposes of this Section 6.07(b), if during any period of four
fiscal quarters the Borrower or any Subsidiary acquires any Person (or any
interest in any Person) or all or substantially all of the assets of any Person,
the EBITDA attributable to such assets or an amount equal to the percentage of
ownership of the Borrower in such Person times the EBITDA of such Person, for
such period determined on a pro forma basis (which determination, in each case,
shall be subject to approval of the Administrative Agent, not to be unreasonably
withheld) may be included as Consolidated EBITDA for such period; provided that
during the portion of such period that follows such acquisition, the computation
in respect of the EBITDA of such Person or such assets, as the case may be,
shall be made on the basis of actual (rather than pro forma) results.

                                  ARTICLE VII

                               Events of Default

                  If any of the following events ("Events of Default") shall
occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of five
(5) Business Days;

                  (c) any representation or warranty made or deemed made by or
on behalf of the Borrower, the Limited Partner or any Subsidiary in or in
connection with this Agreement or any amendment or modification hereof or waiver
hereunder, or in any report, certificate, financial statement or other document
furnished pursuant to or in connection with this Agreement or any amendment or
modification hereof or waiver hereunder, shall prove to have been incorrect in
any material respect when made or deemed made and such materiality is
continuing;

                  (d) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02, 5.03 (with respect
to the Borrower's existence) or 5.08 or in Article VI;

                  (e) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in this Agreement (other than those
specified in clause (a), (b) or (d) of this Article), and such failure shall
continue unremedied for a period of 30 days after written notice thereof from
the Administrative Agent to the Borrower (which notice will be given at the
request of any Lender);

                                       37
<PAGE>

                  (f) the Borrower or any Material Subsidiary (other than
Project Finance Subsidiaries) shall fail to make any payment (whether of
principal or interest and regardless of amount) in respect of any Material
Indebtedness, when and as the same shall become due and payable subject to
applicable grace periods;

                  (g) the Borrower or any of its Material Subsidiaries (other
than Project Finance Subsidiaries) shall (i) fail to pay any principal of or
premium or interest on any Material Indebtedness of the Borrower or such
Material Subsidiary (as the case may be), when the same becomes due and payable
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period,
if any, specified in the agreement or instrument relating to such Material
Indebtedness; or (ii) default in the observance or performance of any covenant
or obligation contained in any agreement or instrument relating to any such
Material Indebtedness that in substance is customarily considered a default in
loan documents (in each case, other than a failure to pay specified in clause
(i) of this subsection (g)) and such default shall continue after the applicable
grace period, if any, specified in such agreement or instrument, if the effect
thereof is to accelerate the maturity of such Material Indebtedness or require
such Material Indebtedness to be prepaid prior to the stated maturity thereof;
for the avoidance of doubt the parties acknowledge and agree that any payment
required to be made under a guaranty of payment or collection described in
clause (c) of the definition of Indebtedness shall be due and payable at the
time such payment is due and payable under the terms of such guaranty (taking
into account any applicable grace period) and such payment shall be deemed not
to have been accelerated or required to be prepaid prior to its stated maturity
as a result of the obligation guaranteed having become due;

                  (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any Material Subsidiary (other than
Project Finance Subsidiaries) or its debts, or of a substantial part of its
assets, under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the
Borrower or any Material Subsidiary (other than Project Finance Subsidiaries) or
for a substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;

                                       38
<PAGE>

                  (i) the Borrower or any Material Subsidiary (other than
Project Finance Subsidiaries) shall (i) voluntarily commence any proceeding or
file any petition seeking liquidation, reorganization or other relief under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Article, (iii) apply for or consent to the appointment of
a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Material Subsidiary (other than Project Finance
Subsidiaries) or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or (vi)
take any action for the purpose of effecting any of the foregoing;

                  (j) the Borrower or any Material Subsidiary (other than
Project Finance Subsidiaries) shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due;

                  (k) one or more judgments for the payment of money in an
aggregate uninsured amount equal to or greater than $25,000,000 shall be
rendered against the Borrower, any Material Subsidiary (other than Project
Finance Subsidiaries) or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of the Borrower or any such Material
Subsidiary to enforce any such judgment;

                  (l) an ERISA Event shall have occurred that, when taken
together with all other ERISA Events that have occurred, could reasonably be
expected to result in liability of the Borrower and its Subsidiaries in an
aggregate amount exceeding (i) $5,000,000 in any year or (ii) $10,000,000 for
all periods;

                  (m) the Limited Partner takes, suffers or permits to exist any
of the events or conditions referred to in clauses (h), (i), (j) or (k) of this
Article or if the section of the Guaranty Agreement that contains the payment
obligation shall for any reason cease to be valid and binding on the Limited
Partner or if the Limited partner shall so state in writing;

                  (n) the General Partner takes, suffers or permits to exist any
of the events or conditions referred to in clauses (h), (i) or (j) of this
Article;

                  (o) a Change in Control shall occur; or

                  (p) an "Event of Default" has occurred which is continuing
under the Multi-Year Credit Facility;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of
the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of

                                       39
<PAGE>

any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

                                 ARTICLE VIII

                           The Administrative Agent

                  Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

                  The bank serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable to the Lenders for any action taken
or not taken by it with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02) or in the absence of its own
gross negligence or wilful misconduct. The Administrative Agent shall be deemed
not to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement, (ii) the contents of any certificate, report or
other document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

                                       40
<PAGE>

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, with the Borrower's
approval (which will not be unreasonably withheld), to appoint a successor. If
no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may,
with the Borrower's approval (which will not be unreasonably withheld), on
behalf of the Lenders, appoint a successor Administrative Agent which shall be a
bank with an office in New York, New York, or an Affiliate of any such bank and
such bank, or its Affiliate, as applicable, shall have capital and surplus equal
to or greater than $500,000,000. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.

                                       41
<PAGE>

                                  ARTICLE IX

                                 Miscellaneous

                  SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to the Borrower, to it at 2727 North Loop West, 7th
Floor, Houston, Texas 77008 (for delivery), Attention of Treasurer; P. O. Box
4324, Houston Texas 77210 (for mail) (Telecopy No. 713/880-6570);

                  (b) if to the Administrative Agent, to First Union National
Bank, 201 South College Street, CP23, Charlotte, North Carolina 28288-0608,
Attention of Syndication Agency Services (Telecopy No. 704/383-0288), with a
copy to First Union Securities, Inc., 1001 Fannin, Suite 2255, Houston, Texas
77002, Attention of Russell T. Clingman (Telecopy No. 713/650-6354); and

                  (c) if to any other Lender, to it at its address (or telecopy
number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
the Administrative Agent or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders or by the Borrower
and the Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan or any interest

                                       42
<PAGE>

thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, (v)
release the Limited Partner from any of its obligations under the Guaranty
Agreement without the written consent of each Lender, or (vi) change any of the
provisions of this Section or the definition of "Required Lenders" or any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent without the prior written consent
of the Administrative Agent.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of one law firm as counsel for the Administrative Agent, in
connection with the syndication (prior to the date hereof) of the credit
facilities provided for herein, the preparation and administration of this
Agreement or any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), and (ii) all out-of-pocket expenses reasonably incurred during the
existence of an Event of Default by the Administrative Agent or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans.

                  (b) The Borrower shall indemnify the Administrative Agent and
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "Indemnitee") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the
Transactions or any other transactions contemplated hereby, (ii) any Loan or the
use of the proceeds therefrom, (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by the Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available (x) to the extent that such losses, claims,
damages, liabilities or related expenses resulted from the gross negligence or
wilful misconduct of such Indemnitee or any Related Party of such Indemnitee, or
(y) in connection with disputes among or between the Administrative Agent,
Lenders and/or their respective Related Parties.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent under paragraph (a) or (b)
of this Section, each Lender severally agrees to pay to the Administrative Agent
such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent in its capacity as such.

                                       43
<PAGE>

                  (d) To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement
or any agreement or instrument contemplated hereby, the Transactions, any Loan
or the use of the proceeds thereof.

                  (e) All amounts due under this Section shall be payable not
later than 30 days after written demand therefor, and such demand to be in
reasonable detail setting forth the basis for and method of calculation of such
amounts.

                  SECTION 9.04. 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 Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

                  (b) Any Lender may assign to one or more 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 to a Lender or an Affiliate of a Lender,
each of the Borrower and the Administrative Agent must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment 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 $10,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, (iii) each partial assignment shall result in the
assignee retaining a Commitment of not less than $10,000,000 and shall be made
as an assignment of a proportionate part of all the assigning Lender's rights
and obligations under this Agreement, (iv) the parties (other than the Borrower)
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, (v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire and (vi) no assignment to a
Foreign Bank shall be made hereunder unless, at the time of such assignment,
there is no withholding tax applicable with respect to such Foreign Lender for
which the Borrower would be or become responsible under Section 2.17; and
provided further that any consent of the Borrower otherwise required under this
paragraph shall not be required if an Event of Default has occurred and is
continuing. Subject to acceptance and recording thereof pursuant to paragraph
(d) of this Section, from and after the effective date specified in each
Assignment and Acceptance the 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 Sections
2.15, 2.16, 2.17 and 9.03 as to matters occurring on or prior to date of
assignment). Any assignment or transfer by a Lender of rights or obligations

                                       44
<PAGE>

under this Agreement that does not comply with this paragraph 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 paragraph (e) of this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York 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 Commitment
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 absent manifest error, 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) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  (e) Any Lender may, without the consent of 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 obligations
under this Agreement (including all or a portion of its Commitment and 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, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.15 or 2.17 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 2.17 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
2.17(e) as though it were a Lender and has zero withholding at the time of
participation.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender to a Federal Reserve Bank, and this Section shall not
apply to any such pledge or assignment of a security interest; provided that no
such pledge or assignment of a security interest shall release a Lender from any
of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

                                       45
<PAGE>

                  (h) Notwithstanding any other provision of this Section 9.04,
no transfer or assignment of the interest or obligations of any Lender or any
grant of participations therein shall be permitted hereunder unless a pro rata
portion of such Lender's Multi-Year Credit Facility Commitment is
contemporaneously transferred, assigned or conveyed or participated and the
transferee agrees to be bound by these transfer restrictions with respect to any
future transfer, assignment, conveyance or grant of participations with respect
to the Commitments.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing and the Required Lenders have directed the
Administrative Agent to accelerate under Article VII, each Lender and each of
its Affiliates is hereby authorized at any time and from time to time, 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 and
other obligations at any time owing by such Lender or Affiliate to or for the
credit or the account of the Borrower against any of and all the obligations of
the Borrower now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each

                                       46
<PAGE>

Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement against the Borrower or its properties in the courts of any
jurisdiction.

                  (c) The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                                       47
<PAGE>

                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (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), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower and its Related Parties. For the purposes of this
Section, "Information" means all information received from the Borrower relating
to the Borrower or its business, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by the Borrower.

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together (to the extent lawful) with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such
Lender.

                  SECTION 9.14 Liability of General Partner. It is hereby
understood and agreed that the General Partner shall have no personal liability,
as general partner or otherwise, for the payment of any amount owing or to be
owing hereunder.

                  SECTION 9.15 Existing $350,000,000 Chase Credit Facility. The
undersigned agree and acknowledge that the Existing $350,000,000 Chase Credit
Facility is hereby terminated and all Revolving Credit Commitments (as defined
in the Existing $350,000,000 Chase Credit Facility) are hereby terminated, and
the undersigned waive any right to receive any notice of such termination and
any right to receive any notice of prepayment of amounts owed under the Existing
$350,000,000 Chase Credit Facility. Each Lender that was a party to the Existing
$350,000,000 Chase Credit Facility hereby agrees to return to the Borrower, with
reasonable promptness, any Revolving Credit Note (as defined in the Existing
$350,000,000 Chase Credit Facility) delivered by the Borrower to such Lender.

                                       48
<PAGE>

                     [Credit Agreement - Signature Page 16]

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

                             ENTERPRISE PRODUCTS OPERATING L.P.

                             By:    Enterprise Products GP, LLC, General Partner


                             By:    /s/ Michael A. Creel
                                    -----------------------------
                             Name:  Michael A. Creel
                             Title: Senior Vice President and Chief
                                    inancial Officer

                             FIRST UNION NATIONAL  BANK,  individually,  as
                             Administrative Agent

                             By:    /s/ Russell Clingman
                                    -----------------------------
                             Name:  Russell Clingman
                             Title: Vice President

                             BANK ONE, NA (Main Office-Chicago), individually
                             and as Documentation Agent

                             By:    /s/ Kenneth J. Fatur
                                    -----------------------------
                             Name:  Kenneth J. Fatur
                             Title: Vice President

                             THE CHASE MANHATTAN BANK, individually and as
                             Syndication Agent

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

                             THE FUJI BANK, LIMITED, individually and as
                             Managing Agent

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

                             GUARANTY FEDERAL BANK, F.S.B.

                             By:    /s/ Jim R. Hamilton
                                    -----------------------------
                             Name:  Jim R. Hamilton
                             Title: Vice President

                             HIBERNIA NATIONAL BANK

                             By:    /s/ Nancy G. Moragas
                                    -----------------------------
                             Name:  Nancy G. Moragas
                             Title: Vice President

                             NATIONAL AUSTRALIA BANK LIMITED, A.C.N.

                             By:    /s/ Bruce T. Richards
                                    -----------------------------
                             Name:  Bruce T. Richards
                             Title: Senior Vice President

                             TORONTO DOMINION (TEXAS), INC., individually and
                             as Managing Agent

<PAGE>

                             By:    /s/ Carolyn R. Faeth
                                    ------------------------------
                             Name:  Carolyn R. Faeth
                             Title: Vice President

                             FLEET NATIONAL BANK, individually and as
                             Managing Agent

                             By:    /s/ Christopher C. Holmgren
                                    ------------------------------
                             Name:  Christopher C. Holmgren
                             Title: Managing Director

                             THE DAI-ICHI KANGYO BANK, LIMITED, individually
                             and as Managing Agent

                             By:    /s/ Matthew G. Murphy
                                    ------------------------------
                             Name:  Matthew G. Murphy
                             Title: Vice President

                             BANK OF TOKYO - MITSUBISHI, LTD., HOUSTON AGENCY,
                             individually and as Co-Agent

                             By:    /s/ John W. McGhee
                                    ------------------------------
                             Name:  John W. McGhee
                             Title: Vice President & Manager

                             SUNTRUST BANK, individually and as Co-Agent

                             By:    /s/ David J. Edge
                                    ------------------------------
                             Name:  David J. Edge
                             Title: Director

                             WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                             NEW YORK BRANCH, individually and as Co-Agent

                             By:    /s/ Alan S. Bookspan
                                    -------------------------------
                             Name:  Alan S. Bookspan
                             Title: Director

                             By:    /s/ Thomas Lee
                                    -------------------------------
                             Name:  Thomas Lee
                             Title: Associate

                             CITIBANK, NA

                             By:    /s/ Gregory S. Morzano
                                    ------------------------------
                             Name:  Gregory s. Morzano
                             Title: Vice President
                                    Global Energy & Mining

                             THE BANK OF NOVA SCOTIA

                             By:    /s/ F.C.H. Ashby
                                    ------------------------------
                             Name:  F.C.H. Ashby
                             Title: Senior Manager Loan Operations

<PAGE>

                        Lender                                      Commitment

First Union National Bank                                          $15,000,000

The Chase Manhattan Bank                                           $13,875,000

Bank One, NA (Main Office - Chicago)                               $13,875,000

National Australia Bank Limited                                    $12,750,000

Toronto Dominion (Texas), Inc.                                     $12,750,000

Fleet National Bank                                                $12,750,000

The Fuji Bank, Limited                                             $ 7,650,000

The Dai-Ichi Kangyo Bank, Limited                                  $ 5,100,000

Bank of Tokyo - Mitsubishi, Ltd., Houston Agency                   $ 9.375,000

Sun Trust Bank                                                     $ 9,375,000

Westdeutsche Landesbank Girozentrale, New York Branch              $ 9,375,000

Guaranty Federal Bank, F.S.B.                                      $ 7,500,000

Citibank NA                                                        $ 7,500,000

The Bank of Nova Scotia                                            $ 7,500,000

Hibernia National Bank                                             $ 5,625,000
<PAGE>

                                 SCHEDULE 3.06

                               DISCLOSED MATTERS

                                     None.
<PAGE>

                                 SCHEDULE 3.12

                                 SUBSIDIARIES

<TABLE>
<CAPTION>
               Name of Subsidiary                  Type of Entity        Jurisdiction of   Effective Ownership by the    Material
                                                                            Formation         Borrower or ASubsidiary    Subsidiary
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                        <C>               <C>                           <C>
Cajun Pipeline company, LLC                   Limited Liability Company       Texas        Borrower - 100%                  No
Chunchula Pipeline Company, LLC               Limited Liability Company       Texas        Borrower - 100%                  No
Enterprise Products Texas Operating L.P.         Limited Partnership          Texas        Borrower - 99%*                  No
HSC Pipeline Partnership, L.P.                   Limited Partnership          Texas        Borrower - 99%*                  No
Propylene Pipeline Partnership, L.P.             Limited Partnership          Texas        Borrower - 99%*                  No
Enterprise Lou-Tex Propylene Pipeline L.P.       Limited Partnership          Texas        Borrower - 99%                   Yes
                                                                                            Propylene Pipeline - 1%
                                                                                            Partnership, L.P.
Sabine Propylene Pipeline L.P.                   Limited Partnership          Texas        Borrower - 99%                   No
                                                                                            Propylene Pipeline
                                                                                            Partnership, L.P. - 1%
Enterprise Lou-Tex NGL Pipeline L.P.             Limited Partnership          Texas        Borrower - 99%                   Yes
                                                                                            HSC Pipeline Partnership,
                                                                                            L.P.- 1%
Sorrento Pipeline Company, LLC                Limited Liability Company       Texas        Borrower - 100%                  Yes
Enterprise NGL Pipeline, LLC                  Limited Liability Company      Delaware      Borrower - 100%                  No
Enterprise Gas Processing, LLC                Limited Liability Company      Delaware      Borrower - 100%                  Yes
Enterprise NGL Private Lines & Storage, LLC   Limited Liability Company      Delaware      Borrower - 100%                  No
Enterprise Fractionation, LLC                 Limited Liability Company      Delaware      Borrower - 100%                  No
Entell NGL Services, L.L.C.                   Limited Liability Company      Delaware      Borrower - 100%                  No
Enterprise Norco LLC                          Limited Liability Company      Delaware      Enterprise Gas
                                                                                            Processing, LLC - 100%          No
EPOLP 1999 Grantor Trust                            Grantor Trust             Texas        Borrower - 100%                  No
</TABLE>

Remaining 1% partnership interest is owned by the Limited Partner, the sole
limited partner of the applicable limited partnership.
<PAGE>

                                 SCHEDULE 6.01

                     EXISTING INDEBTEDNESS OF SUBSIDIARIES

                                     None.
<PAGE>

                                 SCHEDULE 6.06

                             EXISTING RESTRICTIONS

                                     None.
<PAGE>

                                                                       EXHIBIT A

                                    FORM OF

                           ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Credit Agreement dated as of November
___, 2000 (as amended and in effect on the date hereof, the "Credit Agreement"),
among Enterprise Products Operating L.P., the Lenders named therein and First
Union National Bank, as Administrative Agent for the Lenders. Terms defined in
the Credit Agreement are used herein with the same meanings.

                  The Assignor named herein sells and assigns, without recourse,
to the Assignee named herein, and the Assignee hereby purchases and assumes,
without recourse, from the Assignor, effective as of the Assignment Date set
forth herein, the interests set forth herein (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth herein in the Commitment of the Assignor on
the Assignment Date and Loans owing to the Assignor which are outstanding on the
Assignment Date, held by the Assignor on the Assignment Date, but excluding
accrued interest and fees to and excluding the Assignment Date. The Assignee
hereby acknowledges receipt of a copy of the Credit Agreement. From and after
the Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the Assigned Interest,
have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent of the Assigned Interest, relinquish its rights and be
released from its obligations under the Credit Agreement.

                  This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to Section
2.17(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form supplied by the Administrative Agent,
duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee
payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit
Agreement. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date"):

                                       A-1
<PAGE>

                                                Percentage Assigned of
                                                Facility/Commitment (set forth,
                                                to at least 8 decimals, as a
                                                percentage of the Facility and
                                                the aggregate Commitments of all
                                                Lenders thereunder)
                                                        ----------



Facility                           Principal Amount Assigned

Commitment Assigned:               $                                           %

Loans:

The terms set forth above are hereby agreed to:

                                        [Name of Assignor]   , as Assignor

                                         By:
                                                 Name:
                                                 Title:


                                        [Name of Assignee]   , as Assignee

                                         By:
                                                 Name:
                                                 Title:

                                       A-2
<PAGE>

The undersigned hereby consent to the within assignment:

Enterprise Products Operating L.P.         First Union National Bank,
                                           as Administrative Agent
By:      Enterprise Products GP, LLC,
         General Partner


By:                                        By:
   _______________________________            _______________________________
   Name:                                      Name:
   Title:                                     Title:

                                       A-3
<PAGE>

                                                                       EXHIBIT B

                           FORM OF BORROWING REQUEST

                               Dated __________

First Union National Bank,
  as Administrative Agent
One First Union Center, TW-10
301 South College Street
Charlotte, North Carolina 28288-0608
Attn: Syndication Agency Services

Ladies and Gentlemen:

                  This Borrowing Request is delivered to you by Enterprise
Products Operating L.P. (the "Borrower"), a Delaware limited partnership, under
Section 2.03 of the Credit Agreement dated as of November ___, 2000 (as
restated, amended, modified, supplemented and in effect, the "Credit
Agreement"), by and among the Borrower, the Lenders party thereto, First Union
National Bank, as Administrative Agent, The Chase Manhattan Bank, NA, as
Syndication Agent, and Bank One, N.A., as Documentation Agent.

                  1. The Company hereby requests that the Lenders make a Loan or
Loans in the aggregate principal amount of $______________ (the "Revolving Loan"
or the "Revolving Loans).1/ -

                  2. The Company hereby requests that the Revolving Loan or
Revolving Loans be made on the following Business Day: 2/ -

                  3. The Company hereby requests that the Revolving Loan or
Revolving Loans bear interest at the following interest rate, plus (if
Eurodollar Loan) the Applicable Margin, as set forth below:

                      Principal                               Maturity Date for
      Type of       Component of   Interest  Interest Period   Interest Period
  Revolving Loan   Revolving Loan    Rate    (if applicable)   (if applicable)
  --------------   --------------    ----    ---------------   ---------------


________________________
        1.  Complete with an amount in accordance with Section 2.03 of the
Credit Agreement

        2.  Complete with A business Day in accordance with Section 2.03 of the
Credit Agreement.

                                       B-1
<PAGE>

                      Principal                               Maturity Date for
      Type of       Component of   Interest  Interest Period   Interest Period
  Revolving Loan   Revolving Loan    Rate    (if applicable)   (if applicable)
  --------------   --------------    ----    ---------------   ---------------

                  4. The Company hereby requests that the funds from the
Revolving Loan or Revolving Loans be disbursed to the following bank account:
______________________________.

                  5. After giving effect to the requested Revolving Loan, the
sum of the Exposures outstanding as of the date hereof (including the requested
Loans) does not exceed the maximum amount permitted to be outstanding pursuant
to the terms of the Credit Agreement.

                  6. All of the conditions applicable to the Revolving Loans
requested herein as set forth in the Credit Agreement have been satisfied as of
the date hereof and will remain satisfied to the date of such Loans.

                  7. All capitalized undefined terms used herein have the
meanings assigned thereto in the Credit Agreement.

                  IN WITNESS WHEREOF, the undersigned have executed this
Borrowing Request this _____ day of _______________, ______.

                       ENTERPRISE PRODUCTS OPERATING L.P.

                       By:    Enterprise Products GP, LLC, its General Partner



                       By:    ___________________________________
                       Name:  ___________________________________
                       Title: ___________________________________

                                       B-2
<PAGE>

                                                                       EXHIBIT C

                             INTENTIONALLY OMITTED

                                      C-1
<PAGE>

                                                                       EXHIBIT D

                                    FORM OF
                           INTEREST ELECTION REQUEST

                              Dated _____________

First Union National Bank,
  as Administrative Agent
One First Union Center, TW-10
301 South College Street
Charlotte, North Carolina 28288-0608
Attn: Syndication Agency Services

Ladies and Gentlemen:

                  This irrevocable Interest Election Request (the "Request") is
delivered to you under Section 2.08 of the Credit Agreement dated as of November
__, 2000 (as restated, amended, modified, supplemented and in effect from time
to time, the "Credit Agreement"), by and among Enterprise Products Operating
L.P., a Delaware limited partnership (the "Company"), the Lenders party thereto
(the "Lenders"), First Union National Bank, as Administrative Agent, The Chase
Manhattan Bank, as Syndication Agent, and Bank One, N.A., as Documentation
Agent.

                  1. This Interest Election Request is submitted for the purpose
of:

                  (a) [Converting] [Continuing] a ____________ Loan [into] [as]
a ____________ Loan.1/ -

                  (b) The aggregate outstanding principal balance of such Loan
is $______________.

                  (c) The last day of the current Interest Period for such Loan
is _____________.2/ -

                  (d) The principal amount of such Loan to be [converted]
[continued] is $_____________.3/ -

___________________________________


                  1. Delete the bracketed language and insert "Alternate Base
Rate" or "LIBO Rate", as applicable, in each blank.

                  2. Insert applicable date for any Eurodollar Loan being
converted or continued.

                  3. Complete with an amount in compliance with Section 2.08 of
the Credit Agreement D-1
<PAGE>

               (e)   The requested effective date of the [conversion]
[continuation] of such Loan is _______________.4/

               (f) The requested Interest Period applicable to the [converted]
[continued] Loan is ____________________.5/

               2. With respect to a Borrowing to be converted to or continued as
a Eurodollar Borrowing, no Event of Default exists, and none will exist upon the
conversion or continuation of the Borrowing requested herein.

               3. All capitalized undefined terms used herein have the meanings
assigned thereto in the Credit Agreement.

               IN WITNESS WHEREOF, the undersigned has executed this Interest
Election Request this _____ day of ________________________, ____.

                                           ENTERPRISE PRODUCTS OPERATING L.P.

                                           By:     Enterprise Products GP, LLC,
                                                   its General Partner


                                           By:    _____________________________

                                           Name:  _____________________________

                                           Title: _____________________________

                                      D-2
<PAGE>

                                                                       EXHIBIT E

                                    FORM OF
                  OPINION OF COUNSEL FOR THE GENERAL PARTNER
<PAGE>

[LETTERHEAD]

                                                 November 17, 2000

First Union National Bank, as Administrative
         Agent, Issuing Bank and Swingline
         Lender
Bank One, NA, as Documentation Agent
The Chase Manhattan Bank, as Syndication
         Agent
The Other Lenders to the Credit Agreement
         Referred to Below

Ladies and Gentlemen:

                  I am the Executive Vice President and Chief Legal Officer of
Enterprise Products GP, LLC, a Delaware limited liability company and the sole
general partner (in such capacity, the "General Partner") of Enterprise Products
Operating L.P., a Delaware limited partnership (the "Borrower"), and Enterprise
Products Partners L.P., a Delaware limited partnership (the "Guarantor"), and in
such capacity, have represented the Borrower and the Guarantor, in connection
with (i) the Borrower's execution and delivery of the Credit Agreement dated as
of November 17, 2000 (the "Credit Agreement"), among the Borrower, First Union
National Bank, as Administrative Agent (in such capacity, the "Administrative
Agent"), Bank One, NA, as Documentation Agent, The Chase Manhattan Bank, as
Syndication Agent, and the other agents and lenders parties thereto
(collectively, the "Lenders"), with respect to the 364-Day Revolving Credit
Facility, and (ii) the Guarantor's execution and delivery of the Guaranty
Agreement (364-Day Credit Facility) dated as of November 17, 2000 (the "Guaranty
Agreement") in favor of the Administrative Agent. This opinion is being
furnished to you pursuant to Section 4.01(b) of the Credit Agreement. Unless
otherwise defined herein, terms defined in the Credit Agreement are used herein
as therein defined.

                  In expressing the opinions expressed below, I have examined
executed counterparts (or copies thereof) of each of the Credit Agreement, the
Guaranty Agreement and the promissory notes and other documents executed and
delivered by either the Borrower or the Guarantor in connection therewith (the
Credit Agreement, the Guaranty Agreement and such promissory notes and other
documents being herein sometimes referred to collectively, the "Credit
Documents"), the originals or conformed copies of such limited liability company
or partnership records, agreements and instruments of the Borrower, the General
Partner and the Guarantor (the General Partner and the Guarantor being herein
sometimes referred to individually, as a "Partner" and, collectively, as the
"Partners"), certificates of public officials and of officers of the Borrower
and the Partners and such other documents and records, and such matters of law,
as I have deemed appropriate as a basis for the opinions hereinafter expressed.
As to factual matters, I have relied upon, and assumed the accuracy of, (a)
statements and certifications of officers of the General Partner and of
appropriate public officials, and (b) the representations and warranties of the
Borrower and the Partners contained in or made pursuant to each of the Credit

                                      -1-
<PAGE>

Documents to which they are respectively a party, and my opinion is limited to
such factual matters in existence on the date hereof. In stating my opinion, I
have assumed the genuineness of all signatures of persons signing the Credit
Documents on behalf of parties thereto (including faxed copies of such
signatures), other than the persons signing on behalf of the Borrower and the
Partners, the authenticity and completeness of all documents, certificates and
records submitted to me as originals and the conformity to authentic original
instruments of all documents (including any of the Credit Documents),
certificates and records submitted to me as certified, conformed, faxed or
photostatic copies. I have assumed further that the execution and delivery of
the Credit Documents or any other instruments executed in connection with the
Credit Documents, or as part of the same transaction as the Credit Documents, by
any party other than the Borrower and the Partners have been duly authorized by
such other party and are legal, valid, binding and enforceable obligations of
such other party.

         This opinion is limited in all respects to the laws of the States of
Texas and Delaware and federal law as in effect on the date hereof. I note that
the Credit Agreement and the other Credit Documents provide that they are to be
governed by the laws of the State of New York. Accordingly, in expressing this
opinion, I have assumed, with your permission, that the laws of the State of New
York are identical in all respects to the laws of the State of Texas.

                  Based upon the foregoing and subject to the limitations,
qualifications, assumptions and exceptions set forth herein, I am of the opinion
that:

                  1. The General Partner (a) is a limited liability company duly
organized and validly existing under the laws of the State of Delaware and (b)
has the limited liability company power and authority to (i) own or lease the
property which it owns or leases, (ii) conduct the business in which it is
currently engaged and in which it proposes, as of the date hereof, to be engaged
after the date hereof and (iii) make, deliver and perform, on behalf of, and as
the sole general partner of, each of the Borrower and the Guarantor, the Credit
Documents to which they respectively are a party in accordance with the terms
and provisions thereof. Each of the Borrower and the Guarantor (a) is a limited
partnership duly organized and validly existing under the laws of the State of
Delaware and (b) has the partnership power and authority to (i) own or lease the
property which it owns or leases, (ii) conduct the business in which it is
currently engaged and in which it proposes, as of the date hereof, to be engaged
after the date hereof and (iii) make, deliver and perform the Credit Documents
to which it is a party in accordance with the terms and provisions thereof. The
Borrower has the partnership power and authority to borrow under the Credit
Agreement.

                  2. The General Partner has taken all necessary limited
liability company action to authorize, (a) on behalf of, and as the sole general
partner of, the Borrower, the borrowings by the Borrower on the terms and
conditions of the Credit Agreement and (b)on behalf of, and as the sole general
partner of, each of the Borrower and the Guarantor, the execution, delivery and
performance of each of the Credit Documents to which the Borrower or the
Guarantor is a party. Each of the Borrower and the Guarantor has taken all
necessary partnership action to authorize (a) with respect to the Borrower only,
the borrowings by the Borrower on the terms and conditions of the Credit
Agreement and (b) the execution, delivery and performance of each of the Credit
Documents to which it is a party.

                  3. Each of the Credit Documents to which the Borrower is a
party (i) has been duly executed and delivered on behalf of the Borrower and
(ii) constitutes the legal, valid and binding obligations of the Borrower

                                      -2-
<PAGE>

enforceable against the Borrower in accordance with its terms. Each of the
Credit Documents to which the Guarantor is a party (a) has been duly executed
and delivered on behalf of the Guarantor and (b) constitutes the legal, valid
and binding obligations of the Guarantor enforceable against the Guarantor in
accordance with its terms.

                  4. The execution, delivery and performance by the General
Partner, as the sole general partner of, and on behalf of, the Borrower, of the
Credit Agreement and each of the other Credit Documents to which the Borrower is
a party in accordance with the terms thereof will not (a) violate any provision
of the limited liability company agreement of the General Partner, the
Partnership Agreement or the other organizational documents of the General
Partner or the Borrower, respectively, (b) result in the breach of or constitute
a Default under the Credit Agreement, (c) violate any law or regulation
applicable to the General Partner or the Borrower or any order of any
Governmental Authority to which the General Partner or the Borrower is subject,
(d) except for the Existing $350,000,000 Chase Credit Facility, violate or
result in a default under any material indenture, material agreement or other
material instrument binding upon the Borrower or any of its assets, or (e)
result in, or require, the creation or imposition of any Lien on the Borrower's
properties or revenues that is prohibited by any of the Credit Documents or any
other material indenture, material agreement or other material instrument
binding upon the Borrower or any of its assets.

                  5. The execution, delivery and performance by the General
Partner, as the sole general partner of, and on behalf of, the Guarantor of the
Guaranty Agreement and each of the other Credit Documents to which the Guarantor
is a party in accordance with the terms thereof will not (a) violate any
provision of the limited liability company agreement of the General Partner, the
partnership agreement of the Guarantor or the other organizational documents of
the General Partner or the Guarantor, respectively, (b) violate any law or
regulation applicable to the General Partner or the Guarantor or any order of
any Governmental Authority to which the General Partner or the Guarantor is
subject, (c) except for the Existing $350,000,000 Chase Credit Facility, violate
or result in a default under any material indenture, material agreement or other
material instrument binding upon the Guarantor or any of its assets, or (d)
result in, or require, the creation or imposition of any Lien on the Guarantor's
properties or revenues that is prohibited by any of the Credit Documents or any
material indenture, material agreement or other material instrument binding upon
the Guarantor or any of its assets.

                  6. No approvals or consents of any Governmental Authority or
other consents or approvals by any other Person which have not been obtained on
or prior to the date hereof are required in connection with (a) the
participation by the Borrower or the Guarantor in the transactions contemplated
by the Credit Agreement and the other Credit Documents, (b) the execution,
delivery and performance by the Borrower of the Credit Agreement or any of the
other Credit Documents to which it is a party or (c) the execution, delivery and
performance by the Guarantor of the Guaranty Agreement or any of the other
Credit Documents to which it is a party

                  7. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best of my knowledge,
threatened by or against or affecting the Borrower or the Guarantor (a) with
respect to any of the Credit Documents or the Transactions or (b) which, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to have Material Adverse Effect.

                                      -3-
<PAGE>

                  8. The making of the Revolving Loans to the Borrower will not
violate Section 7 of the Securities Exchange Act of 1934, as amended, or any
regulation issued pursuant thereto, including without limitation, the provisions
of Regulations U or X of the Board of Governors of the Federal Reserve System.

                  9. Neither the Borrower nor the Guarantor is (a) an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended or (b) is
subject to regulation under any federal or Texas statute or regulation which
limits its ability to incur indebtedness.

                  10. Except for instances covered by Section 35.51(e) and
Section 35.51(f)(1), (2) or (4) of the Texas Uniform Commercial Code, as
amended, the courts of the State of Texas, and the courts of the United States
of America sitting in the State of Texas, would, assuming that the applicable
issues were properly brought before such courts and such courts were to apply
existing law, enforce the provisions contained in the Credit Documents which
stipulate that the validity, construction and enforceability of such Credit
Documents shall be construed and enforced in accordance with, and governed by,
the law of the State of New York.

                  This opinion is subject to, and qualified in all respects by,
with your permission, the following:

                  A. I have not been called upon to, and accordingly do not,
express any opinion as to the various state and federal laws regulating banks or
the conduct of their business that may relate to the Credit Documents and the
transactions provided for therein.

                  B. The enforceability of the Credit Documents may be limited
by (a) the application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law), (b) the
refusal of a particular court to grant equitable remedies including, but without
limiting the generality of the foregoing, specific performance and injunctive
relief, (c) the judicial imposition of an implied covenant of good faith and (d)
bankruptcy, insolven cy, fraudulent conveyance, reorganization, moratorium or
other laws affecting the rights of creditors generally. The enforceability of
the indemnity provisions contained in certain of the Credit Documents may be
limited by considerations of public policy or to the extent claims therefor
arise under any applicable securities laws.

                   C. The opinions in paragraphs 3, 4 and 5 herein are based, in
                      part, upon the assumption

                  (i) I have assumed that Article 5069-1H of the Texas Revised
         Civil Statutes is or would be applicable to the Loans and that such
         statute is constitutional and will be upheld by the courts of Texas. I
         advise you that I am not aware of any reported case applying Texas law
         that has held such statute unconstitutional or questioned its
         constitutionality, and I know of no reason why such statute would be
         held unconstitutional.

                  (ii) I have assumed that each and every usury savings clause
         contained in the Credit Documents will govern and control and will be
         given effect by any court of competent jurisdiction so as to be valid,
         binding, and enforceable in accordance with its terms.

                                      -4-
<PAGE>

                  (iii) No opinion or advice is being given as to actions of the
         Administrative Agent or any Lender in charging or receiving interest
         after the date of execution and delivery of the Credit Documents. I
         have been requested, and I am rendering, an opinion only that the
         Credit Documents, as executed and delivered by the Borrower, are not
         contractually usurious under Texas law.

                  (iv) I have assumed that no other fees, sums, charges, points,
         or other forms of payment or benefits, whether direct or indirect,
         which constitute interest under applicable law, have been paid or
         received or are, or may be, payable to or receivable by any Lender (in
         such Lender's capacity as an agent, a Lender or otherwise) or any of
         its affiliates except as expressly set forth in the Credit Documents or
         in certain fee agreements among the Borrower and/or the Guarantor and
         the Administrative Agent, an Affiliate thereof, The Chase Manhattan
         Bank and an Affiliate thereof.

                  D. I express no opinion as to the validity or enforceability
of any of the following types of provisions in any of the Credit Documents: (i)
provisions purporting to grant self-help remedies; (ii) provisions relating to
the waiver of various rights or remedies by the Borrower or the Guarantor; (iii)
provisions relating to subrogation rights, suretyship, delay or omission of
enforcement of rights or remedies, severability of individual provisions of the
Credit Documents from other provisions of such documents, waivers or
ratification of future acts, powers of attorney, indemnification (specifically
as it relates to the indemnification of a third party for such third party's
negligence or an indemnification which is against public policy with respect to
breaches of environmental laws), consent judgments, marshalling of assets, or
sales in inverse order of alienation; (iv) provisions purporting to authorize
the Administrative Agent or any Lender to collect and escrow or reserve sums of
money without paying interest thereon; (v) provisions purporting to revive the
Credit Documents after their termination or expiration other than any provision
of any Credit Document with respect to which such Credit Document expressly
provides that such provision shall survive any such termination or expiration;
(vi) provisions relating to set-offs against deposits; (vii) provisions
purporting to authorize conclusive determinations; and (viii) provisions
purporting to establish as to third parties nonculpability for acts of any
party. In addition, in my opinion, certain other applicable laws and court
decisions may limit the validity of, or render unenforceable certain provisions
of the Credit Documents; provided, however, that such laws and court decisions
should not render any of the Credit Documents, taken as a whole, inadequate for
the practical realization of the benefits and security afforded thereby except
for the economic consequences of any delay or excess costs of proceedings which
may result therefrom.

                  E. All statements in this opinion which are stated "to my
knowledge" are based, to the extent I have deemed proper, solely upon reasonable
inquiries of an officer or representative of the Partners. Although I have not
independently verified the accuracy of the statements, I have discussed the
statements with the individuals making them, and I have no reason to believe
that any such statement is untrue or inaccurate in any material respect.

                  This opinion is limited to matters stated herein and no
opinion is implied or may be inferred beyond the matters expressly stated. I
disclaim any obligation to up-date this opinion or to advise you of any changes
in any of the opinions or other matters set forth herein.

                                      -5-
<PAGE>

                 This opinion is being furnished only to, and is solely for the
benefit of, the addressees and the Lenders which are parties to the Credit
Agreement on the date hereof and their respective permitted assigns (each of
which Lenders which are parties to the Credit Agreement on the date hereof and
their respective permitted assigns may rely upon this opinion as of the date
hereof). This opinion may not be used, circulated, quoted, relied upon or
otherwise referred to by any other person or entity or for any other purpose
without my prior written consent.

                                Very truly yours,

                                            Richard H. Bachmann
                                            Executive Vice President and
                                            Chief Legal Officer

                                      -6-
<PAGE>

                                                                       EXHIBIT F

                        FORM OF COMPLIANCE CERTIFICATE

         The undersigned hereby certifies that he is the
____________________________ of ENTERPRISE PRODUCTS GP, LLC, a Delaware limited
liability company, general partner of ENTERPRISE PRODUCTS OPERATING L.P., a
Delaware limited partnership (the "Borrower"), and that as such he is authorized
to execute this certificate on behalf of the Borrower. With reference to the
Credit Agreement dated as of November ___, 2000 (as restated, amended, modified,
supplemented and in effect from time to time, the "Agreement"), among the
Borrower, the Syndication Agent, the Documentation Agent and First Union
National Bank, as Administrative Agent, for the lenders (the "Lenders"), which
are or become a party thereto, and such Lenders, the undersigned represents and
warrants as follows (each capitalized term used herein having the same meaning
given to it in the Agreement unless otherwise specified);

                  (a) [There currently does not exist any Default under the
         Agreement.] [Attached hereto is a schedule specifying the details of
         [a] certain Default[s] which exist under the Agreement and the action
         taken or proposed to be taken with respect thereto.]

                  (b) Attached hereto are the detailed computations necessary to
         determine whether the Borrower is in compliance with Sections 6.07(a)
         and (b) of the Agreement as of the end of the [fiscal quarter][fiscal
         year] ending ________________.

         EXECUTED AND DELIVERED this ____ day of _________________, 20__.

                                   ENTERPRISE PRODUCTS OPERATING L.P.

                                   By:      Enterprise Products GP, LLC,
                                            its General Partner


                                            By: _______________________________
                                            Name:
                                            Title:

                                      F-1
<PAGE>

                                                                       EXHIBIT G

                                    FORM OF

                                     NOTE
                           (364-Day Credit Facility)

$_____________                                                     _______, 2000


         ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (the
"Borrower"), for value received, promises and agrees to pay to
______________________________ (the "Lender"), or order, at the payment office
of FIRST UNION NATIONAL BANK, as Administrative Agent, at 301 South College
Street, Charlotte, North Carolina 28288-0608, the principal sum of
______________________________ AND NO/100 DOLLARS ($_____________), or such
lesser amount as shall equal the aggregate unpaid principal amount of the Loans
owed to the Lender under the Credit Agreement, as hereafter defined, in lawful
money of the United States of America and in immediately available funds, on the
dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount as provided in the Credit Agreement for
such Loans, at such office, in like money and funds, for the period commencing
on the date of each such Loan until such Loan shall be paid in full, at the
rates per annum and on the dates provided in the Credit Agreement.

         This note evidences the Loans owed to the Lender under that certain
Credit Agreement dated as of November 17, 2000, by and among the Borrower, First
Union National Bank, individually and as Administrative Agent, The Chase
Manhattan Bank, individually and as Syndication Agent, Bank One, NA,
individually and as Documentation Agent, and the other financial institutions
parties thereto (including the Lender) (such Credit Agreement, together with all
amendments or supplements thereto, being the "Credit Agreement"), and shall be
governed by the Credit Agreement. Capitalized terms used in this note and not
defined in this note, but which are defined in the Credit Agreement, have the
respective meanings herein as are assigned to them in the Credit Agreement.

         The Lender is hereby authorized by the Borrower to endorse on Schedule
A (or a continuation thereof) attached to this note, the Type of each Loan owed
to the Lender, the amount and date of each payment or prepayment of principal of
each such Loan received by the Lender and the Interest Periods and interest
rates applicable to each Loan, provided that any failure by the Lender to make
any such endorsement shall not affect the obligations of the Borrower under the
Credit Agreement or under this note in respect of such Loans.

         This note may be held by the Lender for the account of its applicable
lending office and, except as otherwise provided in the Credit Agreement, may be
transferred from one lending office of the Lender to another lending office of
the Lender from time to time as the Lender may determine.

         Except only for any notices which are specifically required by the
Credit Agreement, the Borrower and any and all co-makers, endorsers, guarantors
and sureties severally waive notice (including but not limited to notice of
intent to accelerate and notice of acceleration, notice of protest and notice of
dishonor), demand, presentment for payment, protest, diligence in collecting and
the filing of suit for the purpose of fixing liability, and consent that the
time of payment hereof may be extended and re-extended from time to time without
notice to any of them. Each such person agrees that his, her or its liability on

                                      G-1
<PAGE>

or with respect to this note shall not be affected by any release of or change
in any guaranty or security at any time existing or by any failure to perfect or
maintain perfection of any lien against or security interest in any such
security or the partial or complete unenforceability of any guaranty or other
surety obligation, in each case in whole or in part, with or without notice and
before or after maturity.

         The Credit Agreement provides for the acceleration of the maturity of
this note upon the occurrence of certain events and for prepayment of Loans upon
the terms and conditions specified therein. Reference is made to the Credit
Agreement for all other pertinent purposes.

         This note is issued pursuant to and is entitled to the benefits of the
Credit Agreement.

         It is hereby understood and agreed that Enterprise Products GP, LLC,
the general partner of the Borrower, shall have no personal liability, as
general partner or otherwise, for the payment of any amount owing or to be owing
hereunder.

         THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK AND THE UNITED STATES OF AMERICA FROM TIME TO TIME
IN EFFECT.

                           ENTERPRISE PRODUCTS OPERATING L.P.

                           By:      Enterprise Products GP, LLC, General Partner


                           By:
                           Name:  _______________________
                           Title:  ________________________

                                      G-2
<PAGE>

                                  SCHEDULE A
                                      TO
                                     NOTE
                           (364-DAY Credit Facility)

This note evidences the Loans owed to the Lender under the Credit Agreement, in
the principal amount set forth below and the applicable Interest Periods and
rates for each such Loan, subject to the payments of principal set forth below:

                                   SCHEDULE
                                      OF
                 LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST


<TABLE>
<CAPTION>
                                    Amount of
                                     Principal       Principal                          Balance          Notation
           Interest                  Amount of       Paid or           Interest         of               Made
Date       Period        Rate        Loan            Prepaid           Paid             Loans            by
----       ------        -----       ----------      -----------       -------------    -----            --------
<S>        <C>           <C>         <C>             <C>               <C>              <C>              <C>
----       ------        -----       ----------      --------          ---------        --------         -------

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

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

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

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

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

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

                                      G-3