EXECUTION COPY

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                                  $250,000,000
                                CREDIT AGREEMENT


                                   dated as of
                                FEBRUARY 22, 2006


                                      AMONG


                      KINDER MORGAN ENERGY PARTNERS, L.P.,
                                 as the Company,

                            THE LENDERS PARTY HERETO,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                          as the Administrative Agent,


                                       and


                                 CITIBANK, N.A.,
                            as the Syndication Agent,


                          WACHOVIA CAPITAL MARKETS LLC,

                                       and

                         CITIGROUP GLOBAL MARKETS, INC.,
                 as Joint Lead Arrangers and Joint Book Managers






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<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I. DEFINITIONS............................................1

  SECTION 1.01 Defined Terms......................................1
  SECTION 1.02 Classification of Loans and Borrowings............21
  SECTION 1.03 Accounting Terms; Changes in GAAP.................21
  SECTION 1.04 Interpretation....................................21

ARTICLE II. THE CREDITS..........................................23

  SECTION 2.01 Commitments.......................................23
  SECTION 2.02 Loans and Borrowings..............................23
  SECTION 2.03 Requests for Committed Borrowings.................24
  SECTION 2.04 Competitive Bid Procedure.........................24
  SECTION 2.05 Swingline Loans...................................26
  SECTION 2.06 Letters of Credit.................................28
  SECTION 2.07 Funding of Borrowings.............................32
  SECTION 2.08 Interest Elections................................33
  SECTION 2.09 Termination and Reduction of Commitments..........34
  SECTION 2.10 Repayment of Loans; Evidence of Debt..............34
  SECTION 2.11 Prepayment of Loans...............................36
  SECTION 2.12 Fees..............................................37
  SECTION 2.13 Interest..........................................38
  SECTION 2.14 Alternate Rate of Interest........................39
  SECTION 2.15 Increased Costs...................................39
  SECTION 2.16 Break Funding Payments............................40
  SECTION 2.17 Taxes.............................................41
  SECTION 2.18 Payments Generally; Pro Rata Treatment;
               Sharing of Set-offs...............................42
  SECTION 2.19 Mitigation Obligations; Replacement of Lenders....44
  SECTION 2.20 Telephonic Notices................................44

ARTICLE III. CONDITIONS PRECEDENT................................44

  SECTION 3.01 Conditions Precedent to the Initial Credit Event..44
  SECTION 3.02 Conditions Precedent to All Credit Events.........46
  SECTION 3.03 Conditions Precedent to Conversions...............46
  SECTION 3.04 Delivery of Documents.............................46

ARTICLE IV. REPRESENTATIONS AND WARRANTIES.......................47

  SECTION 4.01 Organization and Qualification....................47
  SECTION 4.02 Authorization, Validity, Etc......................47
  SECTION 4.03 Governmental Consents, Etc........................47
  SECTION 4.04 No Breach or Violation of Agreements or
               Restrictions, Etc.................................47
  SECTION 4.05 Properties........................................48


<PAGE>


  SECTION 4.06 Litigation and Environmental Matters..............48
  SECTION 4.07 Financial Statements..............................48
  SECTION 4.08 Disclosure........................................49
  SECTION 4.09 Investment Company Act............................49
  SECTION 4.10 Tax Returns and Payments..........................50
  SECTION 4.11 Compliance with Laws and Agreements...............50
  SECTION 4.12 Purpose of Loans..................................50
  SECTION 4.13 Foreign Assets Control Regulations, etc...........50

ARTICLE V. AFFIRMATIVE COVENANTS.................................51

  SECTION 5.01 Financial Statements and Other Information........51
  SECTION 5.02 Existence, Conduct of Business....................53
  SECTION 5.03 Payment of Obligations............................54
  SECTION 5.04 Maintenance of Properties; Insurance..............54
  SECTION 5.05 Books and Records; Inspection Rights..............54
  SECTION 5.06 Compliance with Laws..............................54
  SECTION 5.07 Use of Proceeds...................................55

ARTICLE VI. NEGATIVE COVENANTS...................................55

  SECTION 6.01 Liens.............................................55
  SECTION 6.02 Restricted Payments...............................56
  SECTION 6.03 Transactions with Affiliates......................56
  SECTION 6.04 Restrictive Agreements............................56
  SECTION 6.05 Financial Covenants...............................56

ARTICLE VII. EVENTS OF DEFAULT...................................57

  SECTION 7.01 Events of Default and Remedies....................57

ARTICLE VIII. THE ADMINISTRATIVE AGENT...........................60

  SECTION 8.01 Appointment, Powers and Immunities................60
  SECTION 8.02 Reliance by Administrative Agent..................61
  SECTION 8.03 Defaults; Events of Default.......................61
  SECTION 8.04 Rights as a Lender................................61
  SECTION 8.05 INDEMNIFICATION...................................61
  SECTION 8.06 Non-Reliance on Agents and other Lenders..........62
  SECTION 8.07 Action by Administrative Agent....................62
  SECTION 8.08 Resignation or Removal of Administrative Agent....63
  SECTION 8.09 Duties of Syndication Agent.......................63

ARTICLE IX. INTENTIONALLY OMITTED................................63



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ARTICLE X. MISCELLANEOUS.........................................63

  SECTION 10.01Notices, Etc......................................63
  SECTION 10.02Waivers; Amendments...............................65
  SECTION 10.03Payment of Expenses, Indemnities, etc.............65
  SECTION 10.04Successors and Assigns............................68
  SECTION 10.05Assignments and Participations....................68
  SECTION 10.06Survival; Reinstatement...........................70
  SECTION 10.07Counterparts; Integration; Effectiveness..........71
  SECTION 10.08Severability......................................71
  SECTION 10.09Right of Setoff...................................71
  SECTION 10.10Governing Law; Jurisdiction; Consent to
               Service of Process................................72
  SECTION 10.11WAIVER OF JURY TRIAL..............................73
  SECTION 10.12Confidentiality...................................73
  SECTION 10.13Interest Rate Limitation..........................74
  SECTION 10.14EXCULPATION PROVISIONS............................74
  SECTION 10.15U.S. Patriot Act..................................75



<PAGE>



SCHEDULES:

Schedule 1.01     Commitments
Schedule 4.01     Existing Subsidiaries
Schedule 6.05     Existing Restrictions

EXHIBITS:
---------

Exhibit 1.01A     Form of Assignment and Acceptance
Exhibit 1.01-B    Form of Committed Note
Exhibit 1.01-C    Form of Competitive Note
Exhibit 1.01-D    Form of Swingline Note
Exhibit 2.03      Form of Borrowing Request
Exhibit 2.04-A    Form of Competitive Bid Request
Exhibit 2.04-B    Form of Notice to Lenders of Competitive Bid Request
Exhibit 2.04-C    Form of Competitive Bid
Exhibit 2.06      Form of Letter of Credit Request
Exhibit 2.07      Form of Notice of Account Designation
Exhibit 2.08      Form of Interest Election Request
Exhibit 2.11      Form of Notice of Prepayment
Exhibit 5.01      Form of Compliance Certificate


<PAGE>


                                CREDIT AGREEMENT

           THIS  CREDIT   AGREEMENT,   dated  as  of  February  22,  2006  (this
"Agreement") is among:

     (a) Kinder Morgan Energy  Partners,  L.P., a Delaware  limited  partnership
(the "Company"); -------

     (b) the banks  and other  financial  institutions  listed on the  signature
pages hereof under the caption  "Lenders"  (the "Lenders" and together with each
other Person that becomes a Lender pursuant to Section 2.01(b) or Section 10.05,
collectively, the "Lenders");

     (c) Wachovia Bank, National  Association,  a national banking  association,
individually  as a Lender and as the  administrative  agent for the  Lenders (in
such latter capacity together with any other Person that becomes  Administrative
Agent pursuant to Section 8.08, the "Administrative Agent"); and

     (d) Citibank, N.A., as the Syndication Agent (the "Syndication Agent").


                             PRELIMINARY STATEMENTS

           The Company has  requested  that a credit  facility be extended to it
pursuant  to which:  (a) the  Company  may borrow  from the  Lenders (i) to back
commercial paper issuance and (ii) for general working capital and other general
partnership purposes;  and (b) the Company may obtain the issuance of letters of
credit.

           NOW, THEREFORE, 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
whether such Loan, or the Loans  comprising such  Borrowing,  bear interest at a
rate determined by reference to the Alternate Base Rate.

           "Administrative  Agent" has the meaning specified in the introduction
to this Agreement.

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

<PAGE>


           "Affiliate"  of any  Person  shall mean (i) any  Person  directly  or
indirectly  controlled  by,  controlling or under common control with such first
Person,  (ii) any  director  or officer  of such  first  Person or of any Person
referred  to in clause  (i) above and (iii) if any Person in clause (i) above is
an individual,  any member of the immediate family (including parents, siblings,
spouse  and  children)  of  such   individual  and  any  trust  whose  principal
beneficiary is such  individual or one or more members of such immediate  family
and any Person who is  controlled  by any such member or trust.  For purposes of
this definition,  any Person that owns directly or indirectly 25% or more of the
securities  having  ordinary voting power for the election of directors or other
governing  body of a  corporation  or 25% or more of the  partnership  or  other
ownership interests of any other Person (other than as a limited partner of such
other  Person)  will be deemed to  "control"  (including,  with its  correlative
meanings,  "controlled by" and "under common control with") such  corporation or
other Person.

           "Agreement"  has the meaning  specified in the  introduction  to this
Agreement (subject, however, to Section 1.04(v) hereof).

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

           "Applicable  Margin"  means  at any time  and  from  time to time,  a
percentage per annum equal to the applicable  percentage set forth below for the
corresponding Performance Level set forth below:


                      Performance       LIBOR Borrowings
                         Level          Margin Percentage
                         -----          -----------------

                           I                 .21%

                          II                 .27%

                         III                 .35%

                          IV                 .50%

                           V                .575%

           The  Applicable  Margin  shall  be  determined  by  reference  to the
Performance  Level in effect from time to time, and any change in the Applicable
Margin  shall  be  effective  from  the  effective  date  of the  change  in the
applicable Performance Level giving rise thereto.

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

           "Application" has the meaning specified in Section 2.06(c).



<PAGE>


           "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 10.05), and accepted by the Administrative Agent,
in the form of Exhibit  1.01A or any other form  approved by the  Administrative
Agent.

           "Available  Cash" means,  with  respect to any fiscal  quarter of the
Company (a "Test  Quarter"),  an amount  equal to the  algebraic  sum of (a) the
aggregate of all cash distributions actually made to and received by the Company
from the  Subsidiaries  in respect of their  Capital  Stock  during  such fiscal
quarter  minus (b) the  aggregate  amount of all cash  disbursements,  including
disbursements for operating  expenses,  payments of principal of and interest on
Indebtedness and taxes (net of amounts received or to be received by the Company
from  the  Subsidiaries  as  reimbursement   for  such  amounts),   and  capital
expenditures (net of any borrowings to fund such capital expenditures  permitted
pursuant  to this  Agreement),  actually  paid by the  Company  during such Test
Quarter,  plus, in the case of a decrease,  or minus, in the case of an increase
(c) the  amount by  which,  as at the end of such Test  Quarter,  cash  reserves
necessary in the  reasonable  discretion  of the  Company's  management  for the
proper conduct of the business of the Company and the Subsidiaries subsequent to
such Test Quarter, decreased or increased from the amount of such reserves as at
the end of the immediately preceding fiscal quarter.

           "Availability  Period" means the period from the  Effective  Date, to
the earlier of the Maturity Date and the date of termination of the Commitments.

            "Benefit  Arrangement"  means at any time an employee  benefit  plan
within  the  meaning  of  Section  3(3)  of  ERISA  which  is  not a  Plan  or a
Multiemployer  Plan and which is maintained or otherwise  contributed  to by any
member of the ERISA Group.

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

           "Board of Directors" means, with respect to any Person,  the Board of
Directors  of such Person or any  committee  of the Board of  Directors  of such
Person  duly  authorized  to act on  behalf of the  Board of  Directors  of such
Person.

           "Board  Resolution"  means,  with respect to any Person,  a copy of a
resolution  certified by the Secretary or an Assistant  Secretary of such Person
to have been duly  adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such  certification,  and  delivered to the
Administrative Agent.

            "Borrowing"  means (a) a Committed  Borrowing  or (b) a  Competitive
Borrowing.

           "Borrowing  Date"  means the  Business  Day upon  which any Letter of
Credit is to be issued or any Loan is to be made available to the Company.

           "Borrowing Request" has the meaning specified in Section 2.03.


<PAGE>


           "Business Day" means any day that is not a Saturday,  Sunday or other
day on which  commercial  banks in  Houston,  Texas,  New  York,  New  York,  or
Charlotte,  North Carolina,  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.

           "Capital  Stock"  means,  with  respect  to any  Person,  any and all
shares,  interests,  rights to purchase,  warrants,  options,  participations or
other equivalents  (however  designated) of such Person's equity,  including all
common stock and preferred  stock, any limited or general  partnership  interest
and any limited liability company member interest.

           "Change  in  Control"  means  either  (a)  the  acquisition   through
beneficial  ownership or otherwise  after the date hereof by any person (as such
term is used in section  13(d) and section  14(d)(2) of the  Exchange  Act as in
effect on the date hereof) or related persons constituting a group (as such term
is used in Rule 13d-5 under the Exchange Act as in effect on the date hereof) of
30% of the Voting Stock of the General  Partner;  or (b) individuals who, at the
beginning  of any  period  of 12  consecutive  months,  constitute  the  General
Partner's  Board  of  Directors  cease  for any  reason  (other  than  death  or
disability) to constitute a majority of the General Partner's Board of Directors
then in office.

           "Change in  Control  Event"  means the  execution  of any  definitive
agreement which, when fully performed by the parties thereto,  would result in a
Change in Control.

           "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 any Issuing
Bank (or, for purposes of Section 2.15(b),  by any lending office of such Lender
or by such Lender's or such Issuing  Bank'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.  If any
Lender (or its applicable lending office or its holding company, as the case may
be) shall be,  or shall  determine  itself  to be,  required  by any law,  rule,
regulation,  request, guideline or directive (whether or not having the force of
law) relating to capital  requirements  adopted after the date of this Agreement
or any  change  in the  interpretation  or  application  of any  thereof  by any
Governmental  Authority  after  the  date of  this  Agreement  (each a  "Capital
Requirement")  to maintain (and in either such case such Lender,  lending office
or holding company,  as the case may be, does in fact maintain)  capital against
such Lender's unused Commitment (or any portion thereof), in whole or in part as
a result of such unused Commitment (or portion),  either alone or in combination
with any proposed or agreed  extension  thereof  (whether or not such  extension
shall be by its terms at the


<PAGE>


time be  effective),  extending  or being  deemed to extend for a period of more
than one year from its  inception  or to have an original  maturity of more than
one year or  otherwise  to last  for a  period  of time  sufficient  to  require
maintenance  of  capital  against  it, a "Change in Law" shall be deemed to have
occurred  for  purposes  of  Section   2.15(b)  with  respect  to  such  Capital
Requirement.

           "Charges" has the meaning specified in Section 10.13.

           "Class",  when used in reference to any Loan or Borrowing,  refers to
whether such Loan, or the Loans comprising such Borrowing,  are Committed Loans,
Swingline Loans or Competitive Loans.

            "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 Committed Loans and to acquire  participations in Letters of
Credit and Swingline Loans  hereunder,  expressed as an amount  representing the
maximum aggregate amount of such Lender's  Committed Credit Exposure  hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.09
and (b) increased  pursuant to Section 2.01 or reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 10.05. The
initial amount of each Lender's Commitment is set forth on Schedule 1.01 hereto,
or in the  Assignment  and  Acceptance  pursuant to which such Lender shall have
assumed its Commitment, as applicable.

           "Committed  Borrowing"  means (a) a borrowing  comprised of Committed
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
or (b) a Swingline Loan.

           "Committed  Credit Exposure" means, with respect to any Lender at any
time, the sum of the  outstanding  principal  amount of such Lender's  Committed
Loans and its LC Exposure and Swingline Exposure at such time.

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

           "Committed  Note" means a promissory  note of the Company  payable to
the order of each Lender, in substantially the form of Exhibit 1.01-B,  together
with all modifications, extensions, renewals and rearrangements thereof.

           "Communications" has the meaning specified in Section 10.01.

           "Company"  has the  meaning  specified  in the  introduction  to this
Agreement.

           "Company  Debt Rating"  means,  with respect to the Company as of any
date of determination,  the rating that has been most recently announced by each
of S&P or Moody's for any non-credit  enhanced,  unsecured long-term senior debt
issued or to be issued by the Company. For purposes of the foregoing:


<PAGE>


     (a) if, at any time, neither S&P nor Moody's shall have in effect a Company
Debt Rating, the Applicable Margin or the Facility Fee Rate, as the case may be,
shall be set in  accordance  with  Performance  Level V under the  definition of
"Applicable Margin" or "Facility Fee Rate", as the case may be;

     (b) if the  ratings  established  by S&P  and  Moody's  shall  fall  within
different Performance Levels, the Applicable Margin or the Facility Fee Rate, as
the case may be, shall be based upon the higher rating; provided, however, that,
if the lower of such ratings is two or more Performance  Levels below the higher
of such ratings, the Applicable Margin or the Facility Fee Rate, as the case may
be, shall be based upon the rating that is one Performance  Level lower than the
higher rating;

     (c) if any rating  established  by S&P or Moody's  shall be  changed,  such
change  shall be  effective  as of the date on which  such  change is  announced
publicly by the rating agency making such change; and

     (d)  if S&P or  Moody's  shall  change  the  basis  on  which  ratings  are
established by it, each reference to the Company Debt Rating announced by S&P or
Moody's shall refer to the then equivalent rating by S&P or Moody's, as the case
may be.

           "Competitive  Bid"  means an offer by a Lender to make a  Competitive
Loan substantially in the form of Exhibit 2.04-C.

           "Competitive  Bid Rate" means,  with respect to any Competitive  Bid,
the Margin or the Fixed Rate, as  applicable,  offered by the Lender making such
Competitive Bid.

           "Competitive  Bid  Request"  means  a  request  by  the  Company  for
Competitive  Bids in accordance with Section 2.04  substantially  in the form of
Exhibit 2.04-A.

           "Competitive Borrowing" means a borrowing consisting of a Competitive
Loan or  concurrent  Competitive  Loans of the same  Type,  as to which a single
Interest  Period is in effect and made on the same date by the Lender or Lenders
whose Competitive Bid(s) as all or as a part of such borrowing,  as the case may
be, has (or have) been  accepted  by the  Company  under the  bidding  procedure
described in Section 2.04.

           "Competitive Loan" means a Loan made pursuant to Section 2.04.

           "Competitive  Note" means a promissory note of the Company payable to
the order of a Lender,  in  substantially  the form of Exhibit 1.01-C,  together
with all modifications, extensions, renewals and rearrangements thereof.

           "Consolidated  Assets"  means,  at  the  date  of  any  determination
thereof,  the total assets of the Company and the Subsidiaries as set forth on a
consolidated  balance sheet of the Company and the  Subsidiaries  for their most
recently completed fiscal quarter, prepared in accordance with GAAP.



<PAGE>


           "Consolidated  EBITDA"  means,  for any  period,  the  EBITDA  of the
Company and the Subsidiaries for such period determined on a consolidated  basis
in accordance with GAAP.

           "Consolidated  Indebtedness"  means, at the date of any determination
thereof,  Indebtedness  of the  Company  and the  Subsidiaries  determined  on a
consolidated basis in accordance with GAAP.

           "Consolidated  Interest Expense" means, for any period,  the Interest
Expense of the Company and the  Subsidiaries  for such  period  determined  on a
consolidated basis in accordance with GAAP.

           "Consolidated  Net  Tangible  Assets"  means,  at  the  date  of  any
determination  thereof,  Consolidated Assets after deducting therefrom:  (a) all
current  liabilities,  excluding (i) 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 (ii) 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 a consolidated  balance sheet of the Company and the  Subsidiaries for
their most recently completed fiscal quarter, prepared in accordance with GAAP.

           "Credit  Event"  means the making of any Loan or the  issuance or the
extension of any Letter of Credit.

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

           "Delegate"  means Kinder Morgan  Management,  LLC, a Delaware limited
liability company.

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

           "EBITDA" means (without duplication),  with respect to any period for
any Person, the Net Income of such Person,  increased (to the extent deducted in
determining  Net  Income for such  period)  by the sum of (a) all  income  taxes
(including  state  franchise  taxes  based upon  income) of such  Person paid or
accrued according to GAAP for such period; (b) Consolidated  Interest Expense of
such Person for such  period;  and (c)  depreciation  and  amortization  of such
Person for such period determined in accordance with GAAP.

           "Effective  Date" means the date occurring on or before  February 28,
2006 on which the conditions  specified in Section 3.01 are satisfied (or waived
in accordance with Section 10.02).

           "Eligible  Assignee"  means (a) any Lender;  (b) any Affiliate of any
Lender; (c) a commercial bank organized or licensed under the laws of the United
States, or a state thereof, and having total assets in excess of $1,000,000,000;
(d) a commercial  bank organized  under the laws of any other country which is a
member of the OECD, or a political  subdivision of any such country,  and having
total  assets  in excess of  $1,000,000,000,  provided  that such bank is acting
through a branch or agency  located in the country in which it is  organized  or
another  country which is also a member of the OECD; and (e) a finance  company,
insurance company or other financial institution or fund (whether a corporation,
partnership,  trust or other  entity) that is engaged in making,  purchasing  or
otherwise  investing in commercial  loans in the ordinary course of its business
and  having  a  combined  capital  and  surplus  or  total  assets  of at  least
$100,000,000.

           "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 Company 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 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.

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

           "ERISA Group" means the Company,  any Subsidiary and all members of a
controlled  group of corporations  and all trades or businesses  (whether or not
incorporated)  under  common  control  which,  together  with the Company or any
Subsidiary, are treated as a single employer under Section 414 of the Code.

           "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, bear interest at a
rate determined by reference to the LIBOR Rate.

           "Event of Default" has the meaning specified in Section 7.01.

           "Exchange Act" means the Securities Exchange Act of 1934, as amended.

           "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender,  any Issuing Bank or any other recipient of any payment to be made by or
on  account of any  Obligation,  (a) income or  franchise  taxes  imposed on (or
measured  by)  its  net  income  by the  United  States  of  America,  or by the
jurisdiction under the laws of 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  or  any  similar  tax  imposed  by  any  other
jurisdiction  in which the  Company is located  and (c) in the case of a Foreign
Lender  (other  than an  assignee  pursuant  to a request by the  Company  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


<PAGE>


or is attributable to such Foreign  Lender's failure or inability to comply with
Section 2.17(e),  except to the extent that such Foreign  Lender's  assignor (if
any) was entitled, at the time of assignment, to receive additional amounts from
the Company with respect to such withholding tax pursuant to Section 2.17(a).

           "Execution  Date"  means  the  earliest  date  upon  which all of the
following  shall have occurred:  counterparts  of this Agreement shall have been
executed by the Company and each Lender listed on the signature pages hereof and
the  Administrative  Agent shall have received  counterparts  hereof which taken
together,   bear  the  signatures  of  the  Company  and  each  Lender  and  the
Administrative Agent.

           "Facility Fee" has the meaning specified in Section 2.12(a).

           "Facility  Fee  Rate"  means at any time  and  from  time to time,  a
percentage per annum equal to the applicable  percentage set forth below for the
corresponding Performance Level set forth below:

                   Performance
                      Level        Facility Fee Rate
                      -----        -----------------

                        I               .065%

                       II               .080%

                      III               .100%

                       IV               .125%

                        V               .175%


The Facility Fee Rate shall be determined by reference to the Performance  Level
in effect  from time to time and any  change in the  Facility  Fee Rate shall be
effective from the effective  date of the change in the  applicable  Performance
Level giving rise thereto.

           "Federal  Funds  Effective  Rate"  means,  for any day,  the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 (rounded  upwards,  if
necessary,  to the  next  1/100 of 1%) 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.

           "Fee Letter" has the meaning specified in Section 2.12.

           "Fixed  Rate"  means,  with  respect  to  any  Competitive  Loan  (or
Competitive  Borrowing) (other than a Eurodollar Competitive Loan or Competitive
Borrowing),  the fixed rate of interest  per annum  specified  by the  Lender(s)
making  such  Competitive  Loan  (or  the  Competitive   Loans  comprising  such
Competitive Borrowing) in its (or their) related Competitive Bid(s).


<PAGE>


           "Fixed  Rate Loan" means a  Competitive  Loan  bearing  interest at a
Fixed Rate.

           "Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Company is located.  For purposes of
this  definition,  the United  States of  America,  each state  thereof  and the
District of Columbia shall be deemed to constitute a single jurisdiction.

           "GAAP" means generally accepted  accounting  principles in the United
States of America  from time to time,  including  as set forth in the  opinions,
statements and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and the Financing Accounting Standards
Board.

           "General  Partner"  means  Kinder  Morgan  G.P.,  Inc.,  a  Delaware
corporation.

           "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  or other  obligation 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 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.

           "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  regulated  pursuant  to any
Environmental Law.

           "Hedging  Agreement"  means any interest rate  protection  agreement,
foreign currency  exchange  agreement,  commodity price protection  agreement or
other interest or currency exchange rate or commodity price hedging arrangement.


<PAGE>


           "Indebtedness"  of any Person  means,  without  duplication,  (a) all
obligations  of such Person for  borrowed  money or with  respect to deposits or
advances of any kind,  (b) all  obligations  of such Person  evidenced by bonds,
debentures,  notes or similar  instruments,  (c) all  obligations of such Person
under conditional sale or other title retention  agreements relating to property
acquired by such Person,  (d) all  obligations  of such Person in respect of the
deferred purchase price of property or services or any other similar  obligation
upon which  interest  charges are  customarily  paid  (excluding  trade accounts
payable  incurred in the ordinary course of business),  (e) all  Indebtedness of
others secured by (or for which the holder of such  Indebtedness has an existing
right,  contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person,  whether or not the  Indebtedness  secured  thereby has
been  assumed,  (f) all  Guarantees  by such  Person of  Indebtedness  of others
(provided  that  in the  event  that  any  Indebtedness  of the  Company  or any
Subsidiary shall be the subject of a Guarantee by one or more Subsidiaries or by
the  Company,  as the case  may be,  the  aggregate  amount  of the  outstanding
Indebtedness  of the Company and the  Subsidiaries  in respect  thereof shall be
determined by reference to the primary  Indebtedness so guaranteed,  and without
duplication by reason of the existence of any such  Guarantee),  (g) all Capital
Lease Obligations of such Person, (h) all obligations,  contingent or otherwise,
of such  Person as an account  party in respect of letters of credit and letters
of guaranty and (i) all obligations,  contingent or otherwise, of such Person in
respect of bankers'  acceptances.  The  Indebtedness of any Person shall include
the  Indebtedness  of any other Person  (including any partnership in which such
Person is a general  partner) to the extent such Person is liable  therefor as a
result of such Person's  ownership  interest in or other  relationship with such
entity,  except to the extent the terms of such  Indebtedness  provide that such
Person is not liable therefor.

           "Indemnified Parties" has the meaning specified in Section 10.03.

           "Indemnified Taxes" means Taxes other than Excluded Taxes.

           "Indemnity Matters" means, with respect to any Indemnified Party, all
losses,  liabilities,  claims and damages  (including  reasonable legal fees and
expenses).

           "Interest  Election  Request"  has the meaning  specified  in Section
2.08.

           "Interest Expense" means (without  duplication),  with respect to any
period for any Person (a) the aggregate amount of interest,  whether expensed or
capitalized, paid, accrued or scheduled to be paid during such period in respect
of the  Indebtedness  of such Person  including (i) the interest  portion of any
deferred  payment  obligation;  (ii) the  portion  of any rental  obligation  in
respect of Capital Lease Obligations  allocable to interest expenses;  and (iii)
any non-cash  interest  payments or accruals,  all determined in accordance with
GAAP, less (b) Interest Income of such Person for such period.

           "Interest  Income" means,  with respect to any period for any Person,
interest actually received by such Person during such period.



<PAGE>


           "Interest  Payment  Date"  means  (a)  with  respect  to any ABR Loan
(including  a  Swingline  Loan),  the last  Business  Day of each  March,  June,
September  and  December,  (b) with  respect to any  Eurodollar  Loan,  the last
Business Day of the Interest  Period  applicable  to the 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,  each day prior to the last day of
such Interest  Period that occurs at intervals of three months'  duration  after
the first day of such  Interest  Period  and (c) with  respect to any Fixed Rate
Loan, the last day of the Interest  Period  applicable to the Borrowing of which
such Loan is a part and, in the case of a Fixed Rate  Borrowing with an Interest
Period  of more  than 90  days'  duration  (unless  otherwise  specified  in the
applicable  Competitive  Bid  Request),  each day  prior to the last day of such
Interest  Period that occurs at intervals of 90 days'  duration  after the first
day of such  Interest  Period,  and any other  dates that are  specified  in the
applicable  Competitive  Bid Request as Interest  Payment  Dates with respect to
such Borrowing.

           "Interest Period" means (a) with respect to any Eurodollar Borrowing,
the  period  commencing  on  the  date  of  such  Borrowing  and  ending  on the
numerically  corresponding  day in the calendar month that is one, two, three or
six months  thereafter,  as the  Company  may elect and (b) with  respect to any
Fixed Rate  Borrowing,  the period  (which shall not be less than 7 days or more
than 180 days)  commencing on the date of such  Borrowing and ending on the date
specified in the applicable Competitive Bid Request;  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 any Eurodollar Borrowing, 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,  (ii) any Interest  Period 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 and
(iii) no Interest  Period shall end after the Stated Maturity Date. For purposes
hereof,  the date of a  Borrowing  initially  shall  be the  date on which  such
Borrowing is made and, in the case of a Committed Borrowing, thereafter shall be
the  effective  date of the  most  recent  conversion  or  continuation  of such
Borrowing.

           "Issuing Banks" means Wachovia Bank, National  Association,  and each
other  consenting  Lender  that is  designated  to the  Administrative  Agent in
writing by the Company, in each case in its capacity as an issuer of one or more
Letters of Credit hereunder.

           "Joint  Book  Managers"  means  Wachovia  Capital  Markets  LLC  and
Citigroup Global Markets, Inc.

           "LC Disbursement" means a payment made by an Issuing Bank pursuant to
a Letter of Credit.

           "LC  Exposure"  means,  at any  time,  the sum of (a)  the  aggregate
undrawn  amount of all  outstanding  Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Company at such time. The LC Exposure of any Lender at any time
shall be its Applicable Percentage of the total LC Exposure at such time.


<PAGE>


           "Lender"  has  the  meaning  specified  in the  introduction  to this
Agreement.

           "Lenders"  has the  meaning  specified  in the  introduction  to this
Agreement.  Unless the context otherwise  requires,  the term "Lenders" includes
the Swingline Lender.

           "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

           "Letter of Credit Request" has the meaning specified in Section 2.06.

           "LIBOR" means for any Interest Period:

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

           (b)  if  the rate  referenced  in the  preceding  clause (a) does not
appear on such page or service or such page or service  shall not be  available,
the rate per annum equal to the rate determined by the  Administrative  Agent to
be the offered rate on such other page or other service that displays an average
British  Bankers  Association  Interest  Settlement Rate for deposits in dollars
(for delivery on the first day of such Interest  Period) with a term  equivalent
to such Interest Period, determined as of approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period; or

           (c)  if the rates referenced in the preceding clauses (a) and (b) are
not available,  the rate per annum determined by the Administrative Agent as the
rate of interest at which  deposits in dollars (for delivery on the first day of
such  Interest  Period  in same day  funds)  in the  approximate  amount  of the
Eurodollar Loan as to which such determination is being made (or, if Wachovia is
making or converting a simultaneous Eurodollar Loan in the approximate amount of
such Eurodollar Loan being made,  continued or converted by Wachovia) and with a
term  equivalent to such Interest  Period would be offered by Wachovia's  London
branch to major banks in the London interbank eurodollar market at their request
at  approximately  11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period.

           "LIBOR Rate" shall mean,  with respect to any Eurodollar Loan for any
Interest Period for such Loan, a rate per annum (rounded upwards,  if necessary,
to the nearest 1/100 of 1%) determined by the  Administrative  Agent to be equal
to the quotient of (i) LIBOR for such Loan for such Interest  Period  divided by
(ii) 1 minus the Reserve Requirement for such Loan for 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  and (b) the  interest  of a vendor  or a lessor  under any
conditional sale agreement,  capital lease or title retention  agreement (or any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing) relating to such asset.


<PAGE>


           "Loan Documents" mean,  collectively,  this Agreement,  the Notes, if
any, the  Applications,  the Fee Letter and all other  instruments and documents
from time to time executed and  delivered by the Company in connection  herewith
and therewith.

           "Loans" means advances made by the Lenders to the Company pursuant to
this Agreement.

           "Margin" means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBOR Rate, the marginal rate of interest,  if any, to be
added to or  subtracted  from the LIBOR Rate to  determine  the rate of interest
applicable  to such Loan,  as  specified  by the Lender  making such Loan in its
related Competitive Bid.

           "Material  Adverse  Effect"  means,  relative  to any  occurrence  of
whatever  nature,  a  material  adverse  effect  on  (a)  the  business  assets,
liabilities or financial  condition of the Company and the Subsidiaries taken as
a whole,  (b) the ability of the Company to perform the  Obligations  or (c) the
rights of the  Administrative  Agent, any Issuing Bank or any Lender against the
Company  under any  material  provision  of this  Agreement  or any  other  Loan
Document.

           "Material Subsidiary" means any Subsidiary the value of the assets of
which exceeds 5% of Consolidated Assets.

           "Maturity Date" means the earlier of (a) the Stated Maturity Date and
(b) the acceleration of the Obligations pursuant to Section 7.01.

           "Maximum Rate" has the meaning specified in Section 10.13.

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

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

           "Net Income" means with respect to any Person for any period that net
income of such  Person for such  period  determinant  in  accordance  with GAAP;
provided that there shall be excluded, without duplication, from such net income
(to the extent otherwise included therein):

           (a)  net  extraordinary  gains and losses (other than, in the case of
losses,  losses  resulting  from  charges  against  net income to  establish  or
increase  reserves  for  potential  environmental  liabilities  and reserves for
exposure of such Person under rate cases);

           (b)  net gains or losses in respect of  dispositions  of assets other
than in the ordinary course of business;

           (c)  any gains or losses  attributable  to write-ups or  write-downs
of assets; and

           (d)  proceeds  of  any  key  man  insurance,  or  any  insurance  on
property, plant or equipment.



<PAGE>


           "Net  Worth"  means,  as to the  Company  at any date,  the amount of
partners'  capital of the Company  determined as of such date in accordance with
GAAP;  provided,  there  shall  be  excluded,  without  duplication,  from  such
determination  (to  the  extent  otherwise   included  therein)  the  amount  of
accumulated other comprehensive gain or loss as of such date.

           "Note" means a Committed Note or a Competitive Note.

           "Notice of Account  Designation" has the meaning specified in Section
2.07.

           "Notice of Default" has the meaning specified in Section 7.01.

           "Notice of Prepayment" has the meaning specified in Section 2.11.

           "Obligations" means collectively:

          (a)  the  payment  of  all   indebtedness   and  liabilities  by,  and
performance of all other obligations of, the Company in respect of the Loans;

          (b) all  obligations  of the  Company  under,  with  respect  to,  and
relating to the Letters of Credit whether contingent or matured;

          (c) the  payment  of all other  indebtedness  and  liabilities  by and
performance  of all other  obligations  of, the  Company  to the  Administrative
Agent, the Issuing Banks and the Lenders under,  with respect to, and arising in
connection  with, the Loan Documents,  and the payment of all  indebtedness  and
liabilities of the Company to the  Administrative  Agent,  the Issuing Banks and
the Lenders for fees, costs,  indemnification and expenses (including reasonable
attorneys' fees and expenses) under the Loan Documents;

          (d) the  reimbursement  of all sums  advanced  and costs and  expenses
incurred by the  Administrative  Agent under any Loan Document (whether directly
or  indirectly)  in connection  with the  Obligations or any part thereof or any
renewal, extension or change of or substitution for the Obligations or, any part
thereof,  whether such advances, costs and expenses were made or incurred at the
request of the Company or the Administrative Agent; and

          (e)  all  renewals,   extensions,   amendments   and  changes  of,  or
substitutions or replacements  for, all or any part of the items described under
clauses (a) through (d) above.

           "OECD"  means  the   Organization   for  Economic   Cooperation   and
Development (or any successor).

           "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 enforcement of, or otherwise with respect to, this Agreement.

           "Participant" has the meaning specified in Section 10.05(e).



<PAGE>


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

           "Performance  Level" means a reference to one of Performance Level I,
Performance Level II, Performance Level III, Performance Level IV or Performance
Level V.

           "Performance  Level I" means, at any date of determination,  that the
Company  shall have a Company  Debt Rating in effect on such date of at least A-
by S&P or at least A3 by Moody's.

           "Performance Level II" means, at any date of determination,  (a) that
the Performance  Level does not meet the requirements of Performance Level I and
(b) that the Company  shall have a Company Debt Rating in effect on such date of
at least BBB+ by S&P or at least Baa1 by Moody's.

           "Performance Level III" means, at any date of determination, (a) that
the Performance  Level does not meet the requirements of Performance  Level I or
Performance  Level II and (b) that the Company  shall have a Company Debt Rating
in effect on such date of at least BBB by S&P or at least Baa2 by Moody's.

           "Performance Level IV" means, at any date of determination,  (a) that
the Performance  Level does not meet the  requirements  of Performance  Level I,
Performance  Level II or  Performance  Level III and (b) that the Company  shall
have a Company  Debt Rating in effect on such date of at least BBB- by S&P or at
least Baa3 by Moody's.

           "Performance  Level V" means, at any date of determination,  that the
Performance  Level  does not  meet  the  requirements  of  Performance  Level I,
Performance Level II, Performance Level III or Performance Level IV.

           "Permitted Encumbrances" means:

          (a) Liens  imposed  by law for taxes that are not yet due or are being
contested in compliance with Section 5.03;

          (b) carriers', warehousemen's,  mechanics', materialmen's, repairmen's
and other like Liens imposed by law,  arising in the ordinary course of business
and securing  obligations that are not overdue by more than 30 days or are being
contested in compliance with Section 5.03;

          (c) pledges and deposits  made in the  ordinary  course of business in
compliance with workers'  compensation,  unemployment insurance and other social
security laws or regulations;

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


<PAGE>


          (e)  easements,   zoning   restrictions,   rights-of-way  and  similar
encumbrances  on real property  imposed by law or arising in the ordinary course
of business that do not secure any monetary  obligations  and do not  materially
detract from the value of the affected  property or interfere  with the ordinary
conduct of business of the Company or any Subsidiary;

          (f)  judgment  and  attachment  Liens not  giving  rise to an Event of
Default or Liens created by or existing from any litigation or legal  proceeding
that are being contested in compliance with Section 5.03;

          (g) any  interest  or title of a lessor  in  property  subject  to any
Capital Lease  Obligation or operating  lease which,  in each case, is permitted
under this Agreement; and

          (h)  Liens in favor of  collecting  or payor  banks  having a right of
setoff, revocation, refund or chargeback with respect to money or instruments of
the Company or any Subsidiary on deposit with or in possession of such bank;

provided  that the term  "Permitted  Encumbrances"  shall not  include  any Lien
securing Indebtedness, except as provided in clause (g) above.

           "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 Company or
any member of its ERISA Group 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.

           "Plantation  Pipe  Line"  means  Plantation  Pipe  Line  Company,  a
Delaware and Virginia corporation.

            "Prime  Rate"  shall  mean the rate of  interest  from  time to time
announced  publicly by the  Administrative  Agent at the Principal Office as its
prime commercial lending rate. Such rate is set by the Administrative Agent as a
general  reference  rate of  interest,  taking into  account such factors as the
Administrative Agent may deem appropriate,  it being understood that many of the
Administrative  Agent's commercial or other loans are priced in relation to such
rate, that it is not necessarily the lowest or best rate actually charged to any
customer and that the Administrative  Agent may make various commercial or other
loans at rates of interest having no relationship to such rate.

           "Principal   Office"   shall  mean  the   principal   office  of  the
Administrative  Agent,  presently  located at 301 South College  Street,  TW-10,
Charlotte, North Carolina 28288-0608 or such other location as designated by the
Administrative Agent from time to time.

           "Register" has the meaning specified in Section 10.05.

           "Regulation A" means  Regulation A of the Board,  as the same is from
time to time in effect, and all official rulings and interpretations  thereunder
or thereof.


<PAGE>


           "Regulation D" means  Regulation D of the Board,  as the same is from
time to time in effect, and all official rulings and interpretations  thereunder
or thereof.

           "Regulation T" means  Regulation T of the Board,  as the same is from
time to time in effect, and all official rulings and interpretations  thereunder
or thereof.

           "Regulation U" means  Regulation U of the Board,  as the same is from
time to time in effect, and all official rulings and interpretations  thereunder
or thereof.

           "Regulation X" means  Regulation X of the Board,  as the same is from
time to time in effect, and all official rulings and interpretations  thereunder
or thereof.

           "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  Committed
Credit Exposures and unused Commitments representing more than 50% of the sum of
the total Committed Credit Exposures and unused Commitments at such time.

           "Requirement of Law" shall mean any law,  statute,  code,  ordinance,
order, determination, rule, regulation, judgment, decree, injunction, franchise,
permit,  certificate,  license,  authorization or other directive or requirement
(whether or not having the force of law),  including  Environmental Laws, energy
regulations and  occupational,  safety and health standards or controls,  of any
Governmental Authority.

           "Reserve  Requirement"  means, for any day as applied to a Eurodollar
Loan, the aggregate  (without  duplication) of the rates (expressed as a decimal
fraction)  of  reserve  requirements  in  effect on such day  (including  basic,
supplemental, marginal and emergency reserves under any regulations of the Board
or other  Governmental  Authority  having  jurisdiction  with  respect  thereto)
dealing with reserve requirements prescribed for eurocurrency funding (currently
referred to as  "Eurocurrency  Liabilities"  in  Regulation  D)  maintained by a
member bank of the Federal Reserve System.  Eurodollar  Loans shall be deemed to
constitute   Eurocurrency   Liabilities  and  to  be  subject  to  such  reserve
requirements  without benefit of or credit for proration,  exceptions or offsets
which may be available from time to time to any Lender under Regulation D.

           "Responsible Officer" means, as used with respect to the Company, the
Chairman, Vice Chairman, President, any Vice President, Chief Executive Officer,
Chief Financial Officer, Controller or Treasurer of the Delegate.

           "Restricted  Payment"  means  any  distribution   (whether  in  cash,
securities or other  property) with respect to any  partnership  interest in the
Company,  or any  payment  (whether  in cash,  securities  or  other  property),
including  any  deposit,  on account of the  purchase,  redemption,  retirement,
acquisition, cancellation or termination of any such partnership interest or any
option  or other  right to  acquire  any such  partnership  interest;  provided,
however, that (a) distributions with respect to the partnership interests in the
Company that do not exceed,  with respect to any fiscal  quarter of the Company,
the amount of Available Cash for such quarter shall



<PAGE>


not constitute  Restricted  Payments so long as both before and after the making
of such distribution,  no Event of Default or Default shall have occurred and be
continuing,  (b) any partnership  interest split,  partnership  interest reverse
split, dividend of Company partnership interests or similar transaction will not
constitute a Restricted  Payment,  (c) the  application by the Company after the
date of this Agreement to the purchase, redemption, retirement, cancellation, or
termination of partnership  interests in the Company of an aggregate  amount not
greater than the excess of (i)  $100,000,000,  over (ii) the aggregate amount of
all amounts applied to such purchases, redemptions,  retirements,  cancellations
or terminations during the period beginning one day after the Effective Date and
extending  through and including the date of this Agreement shall not constitute
Restricted Payments,  and (d) acquisitions by officers,  directors and employees
of the Company of partnership interests in the Company through cashless exercise
of  options  pursuant  to the  Company's  Common  Unit  Option  Plan  shall  not
constitute Restricted Payments.

           "S&P"  means  Standard & Poor's  Ratings  Group,  a  division  of The
McGraw-Hill Companies, Inc.

           "SEC"  means  the   Securities   and  Exchange   Commission   or  any
Governmental Authority succeeding to its function.

           "Stated Maturity Date" means November 21, 2006.

           "Subsidiary"  means, with respect to any Person (the "parent") at any
date, any corporation,  limited liability company,  partnership,  association or
other  entity the  accounts  of which  would be  consolidated  with those of the
parent in the  parent's  consolidated  financial  statements  if such  financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership,  association or other
entity (a) 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,  or (b) that is, as of such date,
otherwise controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more  subsidiaries  of the  parent.  Unless the context
otherwise  clearly  requires,  references in this Agreement to a "Subsidiary" or
the  "Subsidiaries"  refer to a Subsidiary or the  Subsidiaries  of the Company.
Notwithstanding the foregoing, Plantation Pipe Line shall not be a Subsidiary of
the Company  until such time as its assets and  liabilities,  profit or loss and
cash flow are required under GAAP to be consolidated with those of the Company.

           "Swingline  Exposure"  means,  at any time,  the aggregate  principal
amount of all Swingline Loans  outstanding at such time. The Swingline  Exposure
of any  Lender  at any time  shall be its  Applicable  Percentage  of the  total
Swingline Exposure at such time.

           "Swingline Lender" means Wachovia Bank, National Association,  in its
capacity as lender of Swingline Loans hereunder.

           "Swingline Loan" means a Loan made pursuant to Section 2.05.


                                     <PAGE>


           "Swingline  Note" means a promissory  note of the Company  payable to
the order of the Swingline Lender in  substantially  the form of Exhibit 1.01-D,
together  with  all  modifications,   extensions,  renewals  and  rearrangements
thereof.

           "Syndication  Agent" has the meaning specified in the introduction to
this Agreement.

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

           "Total  Capitalization" means, as to the Company at any date, the sum
of  Consolidated  Indebtedness  (determined  at such  date)  and  the Net  Worth
(determined  as at the end of the most recent fiscal  quarter of the Company for
which financial  statements  pursuant to Section 5.01(a) or Section 5.01(b),  as
applicable, have been delivered).

           "Total Commitment" means the sum of the Commitments of the Lenders.

           "Transactions"  means the execution,  delivery and performance by the
Company of this Agreement and the other Loan Documents,  the borrowing of Loans,
the use of the proceeds  thereof and the issuance of the other Letters of Credit
hereunder.

            "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 LIBOR Rate or the Alternate  Base
Rate.

           "United States" and "U.S." each means United States of America.

           "Utilization Fee" has the meaning specified in Section 2.12(d).

           "Utilization  Fee Rate"  means at any time and from  time to time,  a
percentage per annum equal to 0.10%:

           "Voting Stock" means,  with respect to any Person,  securities of any
class or classes of  Capital  Stock in such  Person  entitling  holders  thereof
(whether  at all  times or only so long as no senior  class of stock has  voting
power by reason of any  contingency)  to vote in the  election of members of the
Board of Directors or other governing body of such Person or its managing member
or its general  partner (or its managing  general  partner if there is more than
one general partner).

           "Wachovia"  means  Wachovia  Bank,  National   Association,   in  its
individual capacity.

           "Wholly-owned  Subsidiary" means a Subsidiary of which all issued and
outstanding  Capital  Stock  (excluding  (a)  in  the  case  of  a  corporation,
directors'  qualifying  shares, (b) in the case of a limited  partnership,  a 2%
general partner interest and (c) in the case of a limited liability  company,  a
2% managing member interest) is directly or indirectly owned by the Company.


<PAGE>


           "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 Class (e.g., a "Committed
Loan" or a  "Competitive  Loan") or by Type (e.g.,  a  "Eurodollar  Loan") or by
Class and Type (e.g.,  a  "Eurodollar  Committed  Loan" or a "Fixed Rate Loan").
Borrowings  also may be classified  and referred to by Class (e.g., a "Committed
Borrowing"  or a  "Competitive  Borrowing")  or by  Type  (e.g.,  a  "Eurodollar
Borrowing"  or a  "Fixed  Rate  Borrowing")  or  by  Class  and  Type  (e.g.,  a
"Eurodollar Committed Borrowing" or a "Fixed Rate Competitive Borrowing").

     SECTION  1.03  Accounting  Terms;  Changes  in  GAAP.  All  accounting  and
financial terms used herein and not otherwise  defined herein and the compliance
with each covenant  contained herein which relates to financial matters shall be
determined in accordance with GAAP applied by the Company on a consistent basis,
except to the extent that a deviation  therefrom  is  expressly  stated.  Should
there be a change in GAAP from that in effect on the Execution  Date,  such that
any of the defined  terms set forth in Section 1.01 and/or  compliance  with the
covenants set forth in Article VI would then be calculated in a different manner
or with different  components or any of such covenants and/or defined terms used
therein  would no longer  constitute  meaningful  criteria  for  evaluating  the
matters  addressed  thereby prior to such change in GAAP (a) the Company and the
Required Lenders agree,  within the 60-day period following any such change,  to
negotiate in good faith and enter into an  amendment to this  Agreement in order
to modify the defined terms set forth in Section 1.01 or the covenants set forth
in Article VI, or both, in such respects as shall reasonably be deemed necessary
by the Required  Lenders that the criteria for evaluating the matters  addressed
by such covenants are substantially the same criteria as were effective prior to
any such change in GAAP, and (b) the Company shall be deemed to be in compliance
with such covenants during the 60-day period following any such change, or until
the earlier date of execution of such  amendment,  if and to the extent that the
Company  would  have  been in  compliance  therewith  under  GAAP  as in  effect
immediately prior to such change.

     SECTION 1.04  Interpretation.  In this  Agreement,  unless a clear contrary
intention appears:

                    (i) the singular  number includes the plural number and vice
          versa;

                    (ii) reference to any gender includes each other gender;

                    (iii) the words "herein", "hereof" and "hereunder" and other
          words of similar  import refer to this Agreement as a whole and not to
          any particular Article, Section or other subdivision;


<PAGE>


                    (iv)   reference  to  any  Person   includes  such  Person's
          successors and assigns but, if applicable, only if such successors and
          assigns are permitted by this Agreement,  and reference to a Person in
          a particular  capacity  excludes such Person in any other  capacity or
          individually; provided that nothing in this clause (iv) is intended to
          authorize any assignment not otherwise permitted by this Agreement;

                    (v) except as  expressly  provided to the  contrary  herein,
          reference to any  agreement,  document or instrument  (including  this
          Agreement)  means such  agreement,  document or instrument as amended,
          supplemented or modified, or extended, renewed, refunded,  substituted
          or replaced,  and in effect from time to time in  accordance  with the
          terms thereof and, if applicable,  the terms hereof,  and reference to
          any Note or other note or Indebtedness or other indebtedness  includes
          any note or  indebtedness  issued  pursuant  hereto  in  extension  or
          renewal  or  refunding  thereof  or  in  substitution  or  replacement
          therefor;

                    (vi) unless the context  indicates  otherwise,  reference to
          any  Article,  Section,  Schedule  or Exhibit  means  such  Article or
          Section hereof or such Schedule or Exhibit hereto;

                    (vii) the word  "including"  (and with  correlative  meaning
          "include")  means  including,  without  limiting the generality of any
          description preceding such term;

                    (viii) with  respect to the  determination  of any period of
          time,  except as expressly  provided to the contrary,  the word "from"
          means "from and including" and the word "to" means "to but excluding";

                    (ix) reference to any law, rule or regulation  means such as
          amended, modified,  codified or reenacted, in whole or in part, and in
          effect from time to time; and

                    (x) the words "asset" and  "property"  shall be construed to
          have the same meaning and effect and refer to any and all tangible and
          intangible assets and properties.

                                   ARTICLE II
                                   THE CREDITS

     SECTION 2.01  Commitments.  Subject to the terms and  conditions  set forth
herein,  each Lender agrees to make Committed  Loans to the Company from time to
time during the Availability  Period in an aggregate  principal amount that will
not  result  in (i) such  Lender's  Committed  Credit  Exposure  exceeding  such
Lender's  Commitment or (ii) the sum of the total  Committed  Credit  Exposures,
plus the aggregate principal amount of outstanding  Competitive Loans, exceeding
the Total Commitment.  In furtherance of the foregoing,  the aggregate amount of
the Total Commitment shall be deemed used from time to time to the extent of the
aggregate amount of the Competitive Loans then outstanding,  and such deemed use
of the Total  Commitment  shall be applied to the Lenders  ratably  according to
their  respective  Commitments.  Within the foregoing  limits and subject to the
terms and  conditions  set forth  herein,  the Company  may  borrow,  prepay and
reborrow Committed Loans.

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

          (b) Subject to Section 2.14,  (i) each  Committed  Borrowing  shall be
comprised  entirely of ABR Loans or Eurodollar  Loans as the Company may request
in accordance herewith,  and (ii) each Competitive  Borrowing shall be comprised
entirely of  Eurodollar  Loans or Fixed Rate Loans as the Company may request in
accordance  herewith.  Each Swingline Loan shall be an ABR Loan.  Each Lender at
its  option may make any  Eurodollar  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 Company to repay such Loan
in accordance with the terms of this Agreement.

          (c) At the  commencement  of each Interest  Period for any  Eurodollar
Committed  Borrowing,  such Borrowing shall be in an aggregate amount that is an
integral  multiple of $1,000,000 and not less than $3,000,000.  At the time that
each ABR Committed  Borrowing is made,  such Borrowing  shall be in an aggregate
amount that is an integral  multiple of $1,000,000 and not less than $1,000,000;
provided that an ABR Committed  Borrowing may be in an aggregate  amount that is
equal to the entire unused  balance of the Total  Commitment or that is required
to finance the  reimbursement  of an LC  Disbursement as contemplated by Section
2.06(f).  Each Swingline Loan shall be in an amount that is an integral multiple
of $100,000 and not less than $5,000,000.  Each Competitive Bid Request shall be
in an aggregate  amount that is an integral  multiple of $1,000,000 and not less
than $25,000,000.  Borrowings of more than one Type and Class may be outstanding
at the same time; provided that there shall not at any time be more than a total
of twelve Eurodollar Committed Borrowings outstanding.

          (d) Notwithstanding any other provision of this Agreement, the Company
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 Stated Maturity Date.


<PAGE>


     Section 2.03  Requests  for  Committed  Borrowings.  To request a Committed
Borrowing,  the Company shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing,  not later than 10:00 a.m.,
Charlotte,  North  Carolina,  time,  three  Business Days before the date of the
proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 10:00
a.m.,  Charlotte,  North Carolina,  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 in a form of Exhibit 2.03 (a "Borrowing  Request") and
signed by the Company.  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  Company'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 Committed  Borrowing  is  specified,
then the requested Committed Borrowing shall be an ABR Borrowing. If no Interest
Period  is  specified  with  respect  to  any  requested   Eurodollar  Committed
Borrowing,  then the Company 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 2.03, 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  Competitive  Bid  Procedure.  (a)  Subject  to the terms and
conditions set forth herein,  from time to time during the  Availability  Period
the  Company  may  request  Competitive  Bids  and may (but  shall  not have any
obligation to) accept Competitive Bids and borrow  Competitive  Loans;  provided
that  the  sum of the  total  Committed  Credit  Exposures  plus  the  aggregate
principal amount of outstanding  Competitive Loans, at any time shall not exceed
the Total Commitment.  To request Competitive Bids, the Company shall notify the
Administrative  Agent of such request by telephone,  in the case of a Eurodollar
Borrowing,  not later than 10:00 a.m.,  Charlotte,  North  Carolina,  time, four
Business  Days before the date of the proposed  Borrowing  and, in the case of a
Fixed Rate  Borrowing,  not later than 10:00 a.m.,  Charlotte,  North  Carolina,
time, one Business Day before the date of the proposed Borrowing;  provided that
the Company may submit up to (but not more than) three  Competitive Bid Requests
on the same day, but a  Competitive  Bid Request shall not be made on any of the
five  Business Days next  succeeding  the date of any previous  Competitive  Bid
Request,  unless any and all such previous  Competitive  Bid Requests shall have


<PAGE>


been withdrawn or all Competitive  Bids received in response  thereto  rejected.
Each such telephonic Competitive Bid Request shall be confirmed promptly by hand
delivery or telecopy to the  Administrative  Agent of a written  Competitive Bid
Request signed by the Company.  Each such telephonic and written Competitive Bid
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 a Eurodollar Borrowing
          or a Fixed Rate Borrowing;

                    (iv) the Interest Period to be applicable to such Borrowing,
          which shall be a period  contemplated  by the  definition  of the term
          "Interest Period"; and

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

Promptly  following receipt of a Competitive Bid Request in accordance with this
Section,  the  Administrative  Agent  shall  notify the  Lenders of the  details
thereof by telecopy  (in  substantially  the form set forth in Exhibit  2.04-B),
inviting the Lenders to submit Competitive Bids.

          (b) Each Lender may (but shall not have any obligation to) make one or
more  Competitive  Bids to the Company in response to a Competitive Bid Request.
Each  Competitive  Bid by a Lender  must be  substantially  the form of  Exhibit
2.04-C and must be received by the Administrative Agent by telecopy, in the case
of a Eurodollar  Competitive  Borrowing,  not later than 10:00 a.m.,  Charlotte,
North  Carolina,  time,  three  Business  Days before the proposed  date of such
Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than
10:00 a.m.,  Charlotte,  North  Carolina,  time,  on the  proposed  date of such
Competitive Borrowing. Competitive Bids that do not conform substantially to the
form of Exhibit  2.04-C may be rejected  by the  Administrative  Agent,  and the
Administrative   Agent  shall  notify  the  applicable  Lender  as  promptly  as
practicable.  Each Competitive Bid shall specify (i) the principal amount (which
shall be a minimum of  $5,000,000  and an integral  multiple of  $1,000,000  and
which  may equal  the  entire  principal  amount  of the  Competitive  Borrowing
requested  by the Company) of the  Competitive  Loan or Loans that the Lender is
willing to make,  (ii) the  Competitive Bid Rate or Rates at which the Lender is
prepared to make such Loan or Loans (expressed as a percentage rate per annum in
the form of a  decimal  to no more  than  four  decimal  places)  and  (iii) the
Interest  Period  applicable  to each such Loan and the last day thereof  (which
shall  conform  to that  specified  in the  Company's  related  Competitive  Bid
Request).

          (c) The  Administrative  Agent  shall  promptly  notify the Company by
telecopy of the Competitive Bid Rate and the principal  amount specified in each
Competitive  Bid and the  identity  of the  Lender  that  shall  have  made such
Competitive Bid.

          (d) Subject only to the provisions of this paragraph,  the Company may
accept or reject any  Competitive  Bid in whole or (to the extent  herein  below
provided) in part. The Company shall notify the Administrative Agent by



<PAGE>


telephone, confirmed by telecopy in a form approved by the Administrative Agent,
whether and to what  extent it has decided to accept or reject each  Competitive
Bid, in the case of a  Eurodollar  Competitive  Borrowing,  not later than 11:30
a.m.,  Charlotte,  North Carolina,  time, three Business Days before the date of
the proposed Competitive  Borrowing,  and in the case of a Fixed Rate Borrowing,
not later than 11:30 a.m., Charlotte, North Carolina, time, on the proposed date
of the  Competitive  Borrowing;  provided that (i) the failure of the Company to
give such notice shall be deemed to be a rejection of each Competitive Bid, (ii)
the Company shall not accept a Competitive Bid made at a particular  Competitive
Bid Rate if the Company  rejects a Competitive  Bid made at a lower  Competitive
Bid Rate,  (iii) the aggregate  amount of the  Competitive  Bids accepted by the
Company  shall not  exceed the  aggregate  amount of the  requested  Competitive
Borrowing specified in the related  Competitive Bid Request,  (iv) to the extent
necessary to comply with clause (iii) above, the Company may accept  Competitive
Bids at the same Competitive Bid Rate in part, which acceptance,  in the case of
multiple  Competitive  Bids at such Competitive Bid Rate, shall be made pro rata
in  accordance  with the  amount of each such  Competitive  Bid,  and (v) except
pursuant to clause  (iv)  above,  no  Competitive  Bid shall be  accepted  for a
Competitive Loan unless such  Competitive Loan is in a minimum  principal amount
of $5,000,000 and an integral multiple of $1,000,000; provided further that if a
Competitive  Loan  must be in an  amount  less than  $5,000,000  because  of the
provisions of clause (iv) above,  such  Competitive Loan may be for a minimum of
$1,000,000 or any integral  multiple  thereof,  and in calculating  the pro rata
allocation  of  acceptances  of  portions  of  multiple  Competitive  Bids  at a
particular  Competitive  Bid Rate  pursuant to clause (iv) the amounts  shall be
rounded to  integral  multiples  of  $1,000,000  in a manner  determined  by the
Company. A notice given by the Company pursuant to this Section 2.04(d) shall be
irrevocable.

          (e) The Administrative Agent shall promptly notify each bidding Lender
by telecopy  whether or not its  Competitive  Bid has been accepted (and, if so,
the amount and  Competitive Bid Rate so accepted),  and each  successful  bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive  Loan in respect of which its Competitive Bid has been accepted.
After  completing the  notifications  referred to in the  immediately  preceding
sentence,  the  Administrative  Agent shall notify each Lender of the  aggregate
principal amount of all Competitive Bids accepted.

          (f) Upon determination by the  Administrative  Agent of the LIBOR Rate
applicable to any Eurodollar  Competitive Loan to be made by any Lender pursuant
to a  Competitive  Bid that has been  accepted by a Company  pursuant to Section
2.04(d), the Administrative Agent shall notify such Lender of (i) the applicable
LIBOR Rate and (ii) the sum of the applicable  LIBOR Rate plus the Margin bid by
such Lender.

          (g) If the Administrative  Agent or any of its Affiliates shall at any
time have a Commitment  hereunder and shall elect to submit a Competitive Bid in
its capacity as a Lender,  it shall submit such  Competitive Bid directly to the
Company at least one quarter of an hour earlier than the time by which the other
Lenders are  required to submit  their  Competitive  Bids to the  Administrative
Agent pursuant to paragraph (b) of this Section.

     SECTION 2.05 Swingline  Loans.  (a) Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make Swingline Loans to the Company
from time to time during the  Availability  Period,  in an  aggregate  principal


                                     <PAGE>


amount  at any time  outstanding  that  will  not  result  in (i) the  aggregate
principal  amount of outstanding  Swingline Loans exceeding  $25,000,000 or (ii)
the sum of the total Committed Credit  Exposures,  plus the aggregate  principal
amount  of  outstanding  Competitive  Loans,  exceeding  the  Total  Commitment;
provided  that the  Swingline  Lender  shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and
subject to the terms and  conditions  set forth herein,  the Company may borrow,
prepay and reborrow Swingline Loans.

          (b) To  request  a  Swingline  Loan,  the  Company  shall  notify  the
Administrative Agent of such request by telephone  (confirmed by telecopy),  not
later than 12:00 noon, Charlotte, North Carolina, time, on the day of a proposed
Swingline  Loan.  Each such notice shall be  irrevocable  and shall  specify the
requested  date  (which  shall be a Business  Day) and  amount of the  requested
Swingline  Loan.  The  Administrative  Agent (if not the Swingline  Lender) will
promptly  advise  the  Swingline  Lender of any such  notice  received  from the
Company.  So long as the  Swingline  Lender  and the  Administrative  Agent  are
Wachovia  or (if not  Wachovia),  the same  institution  is  acting  both as the
Administrative  Agent and as the Swingline  Lender,  the Swingline  Lender shall
make each  Swingline  Loan  available to the Company by means of a credit to the
deposit account of the Company with the Swingline Lender  identified in the most
recent Notice of Account  Designation by 3:00 p.m.,  Charlotte,  North Carolina,
time, on the requested date of such Swingline Loan.

          (c)  The  Swingline   Lender  may  by  written  notice  given  to  the
Administrative Agent not later than 12:00 noon, Charlotte, North Carolina, time,
on any  Business  Day  require  the  Lenders to acquire  participations  on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall  specify the  aggregate  amount of Swingline  Loans in which  Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice  thereof to each  Lender,  specifying  in such notice such  Lender's
Applicable  Percentage  of such  Swingline  Loan or Loans.  Each  Lender  hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the  Administrative  Agent,  for the account of the Swingline  Lender,
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender
acknowledges  and  agrees  that its  obligation  to  acquire  participations  in
Swingline  Loans  pursuant to this paragraph is absolute and  unconditional  and
shall not be affected by any circumstance  whatsoever,  including the occurrence
and  continuance of a Default or Event of Default or reduction or termination of
the Total  Commitment,  and that each such  payment  shall be made  without  any
offset, abatement, withholding or reduction whatsoever. Each Lender shall comply
with its  obligation  under  this  paragraph  by wire  transfer  of  immediately
available  funds, in the same manner as provided in Section 2.07 with respect to
Loans made by such Lender (and Section 2.07 shall apply,  mutatis  mutandis,  to
the payment  obligations  of the Lenders),  and the  Administrative  Agent shall
promptly  pay to the  Swingline  Lender the  amounts so  received by it from the
Lenders. The Administrative Agent shall notify the Company of any participations
in any  Swingline  Loan  acquired  pursuant to this  paragraph,  and  thereafter
payments in respect of such Swingline  Loan shall be made to the  Administrative
Agent and not to the  Swingline  Lender.  Any amounts  received by the Swingline
Lender from the Company (or other party on behalf of the  Company) in respect of
a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale
of  participations  therein  shall be promptly  remitted  to the  Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly


<PAGE>


remitted by the  Administrative  Agent to the Lenders that shall have made their
payments  pursuant  to this  paragraph  and to the  Swingline  Lender,  as their
interests  may appear.  The  purchase  of  participations  in a  Swingline  Loan
pursuant to this  paragraph  shall not relieve the Company of any default in the
payment thereof.

     SECTION 2.06 Letters of Credit.

          (a) Intentionally Omitted.

          (b) General. Subject to the terms and conditions set forth herein, the
Company may request the  issuance of Letters of Credit from an Issuing  Bank for
its own account  individually  or for its own account and that of any Subsidiary
as co-applicants,  in a form reasonably  acceptable to the Administrative  Agent
and such Issuing Bank, at any time and from time to time during the Availability
Period.  In the event of any  inconsistency  between the terms and conditions of
this  Agreement and the terms and conditions of any  Application  (as defined in
Section 2.06(c)) or other agreement submitted by the Company to, or entered into
by the Company with, the Issuing Bank thereof  relating to any Letter of Credit,
the terms and conditions of this Agreement shall control.

          (c)  Notice  of  Issuance,   Amendment,  Renewal,  Extension;  Certain
Conditions.  To request the  issuance  of a Letter of Credit (or the  amendment,
renewal or extension of an outstanding Letter of Credit), the Company shall hand
deliver or telecopy (or transmit by electronic  communication,  if  arrangements
for  doing  so  have  been  approved  by the  designated  Issuing  Bank)  to the
designated  Issuing  Bank and the  Administrative  Agent  (not  less  than  five
Business Days in advance of the requested date of issuance,  amendment,  renewal
or extension) a notice (a "Letter of Credit Request") requesting the issuance of
a Letter of Credit,  or identifying the Letter of Credit to be amended,  renewed
or extended, the date of issuance,  amendment, renewal or extension, the date on
which  such  Letter of Credit is to expire  (which  shall  comply  with  Section
2.06(d)),  the  amount of such  Letter of  Credit,  the name and  address of the
beneficiary thereof and such other information as shall be necessary to prepare,
amend,  renew or extend such Letter of Credit.  If requested by the Issuing Bank
that has been  requested to issue such Letter of Credit,  the Company also shall
submit a letter of credit  application on such Issuing Bank's  standard form (an
"Application")  in connection with any request for a Letter of Credit.  A Letter
of Credit  shall be  issued,  amended,  renewed  or  extended  only if (and upon
issuance,  amendment,  renewal or extension of each Letter of Credit the Company
shall be deemed to represent  and warrant  that),  after  giving  effect to such
issuance, amendment, renewal or extension, the sum of the total Committed Credit
Exposures,  plus the  aggregate  principal  amounts of  outstanding  Competitive
Loans,  at any time shall not exceed the Total  Commitment.  Upon the  issuance,
amendment,  renewal or extension of each Letter of Credit, the Issuing Bank that
has issued such Letter of Credit will notify the  Administrative  Agent, who, in
turn,  will notify the Lenders,  of the amount and type of such Letter of Credit
that is issued, amended, renewed or extended pursuant to this Agreement.

          (d) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the date that is five Business Days prior to the Stated
Maturity Date.


<PAGE>


          (e) Participations. By the issuance of each other Letter of Credit (or
an amendment to a Letter of Credit  increasing  the amount  thereof) and without
any further action on the part of the Issuing Banks or the Lenders,  the Issuing
Bank that has issued such Letter of Credit  hereby  grants to each  Lender,  and
each Lender  hereby  acquires from such Issuing  Bank, a  participation  in such
Letter of Credit equal to such Lender's  Applicable  Percentage of the aggregate
amount available to be drawn under such Letter of Credit.  In consideration  and
in   furtherance   of  the   foregoing,   each  Lender  hereby   absolutely  and
unconditionally  agrees to pay to the  Administrative  Agent, for the account of
such Issuing Bank, such Lender's  Applicable  Percentage of each LC Disbursement
made by such Issuing Bank and not  reimbursed  by the Company on the date due as
provided in Section  2.06(f),  or of any  reimbursement  payment  required to be
refunded to the Company for any reason. Each Lender acknowledges and agrees that
its obligation to acquire  participations  pursuant to this paragraph in respect
of Letters of Credit is absolute and  unconditional and shall not be affected by
any circumstance  whatsoever,  including any amendment,  renewal or extension of
any Letter of Credit or the occurrence and  continuance of a Default or an Event
of Default or reduction or  termination of the  Commitments,  and that each such
payment shall be made without any offset,  abatement,  withholding  or reduction
whatsoever.

          (f) Reimbursement.  If any Issuing Bank shall make any LC Disbursement
in  respect  of a  Letter  of  Credit,  the  Company  shall  reimburse  such  LC
Disbursement  by paying to the  Administrative  Agent an amount equal to such LC
Disbursement not later than 12:00 noon, Charlotte,  North Carolina, time, on the
date that such LC  Disbursement  is made,  if the  Company  shall have  received
notice of such LC Disbursement prior to 10:00 a.m.,  Charlotte,  North Carolina,
time,  on such date,  or, if such  notice has not been  received  by the Company
prior to such time on such  date,  then not later than  12:00  noon,  Charlotte,
North  Carolina,  time,  on (i) the Business Day that the Company  receives such
notice,  if such  notice  is  received  prior to 10:00  a.m.,  Charlotte,  North
Carolina,  time,  on the day of receipt,  or (ii) the Business  Day  immediately
following the day that the Company  receives such notice,  if such notice is not
received prior to such time on the day of receipt;  provided that if the Company
fails to make such payment when due, then, upon demand by such Issuing Bank sent
to the Administrative Agent and each Lender before 10:00 a.m., Charlotte,  North
Carolina,  time, each Lender shall pursuant to Section 2.07 on the same day make
available  to the  Administrative  Agent  for  delivery  to such  Issuing  Bank,
immediately  available  funds in an  amount  equal to such  Lender's  Applicable
Percentage of the amount of such payment by such Issuing  Bank,  and the funding
of such amount  shall be treated as the funding of an ABR Loan by such Lender to
the Company.  Notwithstanding  anything  herein or in any other Loan Document to
the contrary,  the funding  obligations of the Lenders set forth in this Section
2.06(f)  shall be binding  regardless of whether or not a Default or an Event of
Default  shall  exist or the  other  conditions  precedent  in  Article  III are
satisfied  at such time.  If and to the  extent  any Lender  fails to effect any
payment due from it under this Section 2.06(f) to the Administrative Agent, then
interest shall accrue on the obligation of such Lender to make such payment from
the date such payment became due to the date such  obligation is paid in full at
a rate per annum equal to the Federal Funds  Effective  Rate. The failure of any
Lender to pay its  Applicable  Percentage  of any  payment  under any  Letter of
Credit shall not relieve any other Lender of its obligation  hereunder to pay to
the  Administrative  Agent its  Applicable  Percentage  of any payment under any
Letter of Credit on the date required,  as specified  above, but no Lender shall
be responsible for the failure of any other Lender to pay to the  Administrative
Agent such other Lender's Applicable Percentage of any such payment.

<PAGE>


          (g)  Obligations  Absolute.  The Company's  obligation to reimburse LC
Disbursements  as provided in Section 2.06(f) shall, to the extent  permitted by
law, be absolute, unconditional and irrevocable, and shall be performed strictly
in accordance with the terms of this Agreement  under any and all  circumstances
whatsoever and irrespective of:

                    (i) any lack of validity or  enforceability of any Letter of
          Credit,  this  Agreement  or any other Loan  Document,  or any term or
          provision herein or therein;

                    (ii) any  amendment or waiver of or any consent to departure
          from  all or any of the  provisions  of any  Letter  of  Credit,  this
          Agreement or any other Loan Document;

                    (iii) the existence of any claim,  setoff,  defense or other
          right that the Company,  or any Affiliate  thereof or any other Person
          may at any time have  against  the  beneficiary  under  any  Letter of
          Credit,  any Issuing Bank, the  Administrative  Agent or any Lender or
          any other  Person,  whether in connection  with this  Agreement or any
          other related or unrelated agreement or transaction;

                    (iv) any draft or other document presented under a Letter of
          Credit  proving to be forged,  fraudulent or invalid in any respect or
          any statement therein being untrue or inaccurate in any respect;

                    (v)  payment  by any  Issuing  Bank under a Letter of Credit
          against presentation of a draft or other document that does not comply
          with the terms of such Letter of Credit; and

                    (vi) any other act or  omission  to act or delay of any kind
          of the Issuing Banks,  the Lenders,  the  Administrative  Agent or any
          other Person or any other event or circumstance whatsoever, whether or
          not  similar  to  any  of the  foregoing,  that  might,  but  for  the
          provisions  of this  Section  2.06,  constitute  a legal or  equitable
          discharge of the Company's obligations hereunder.

Neither the Administrative  Agent, the Lenders nor the Issuing Banks, nor any of
their Related Parties,  shall have any liability or  responsibility by reason of
or in  connection  with the  issuance or transfer of any Letter of Credit or any
payment  or  failure  to  make  any  payment  thereunder,  including  any of the
circumstances specified in clauses (i) through (vi) above, as well as any error,
omission,  interruption, loss or delay in transmission or delivery of any draft,
notice  or other  communication  under  or  relating  to any  Letter  of  Credit
(including  any document  required to make a drawing  thereunder),  any error in
interpretation of technical terms or any consequence  arising from causes beyond
the  control of any  Issuing  Bank;  provided  that the  foregoing  shall not be
construed to excuse any Issuing Bank from liability to the Company to the extent
of any direct damages (as opposed to consequential damages, claims in respect of
which are hereby  waived by the Company to the extent  permitted  by  applicable
law) suffered by the Company that are caused by such Issuing  Bank's  failure to
exercise the agreed standard of care (as set forth below) in determining whether
drafts and other  documents  presented  under a Letter of Credit comply with the
terms thereof.  The parties hereto  expressly agree that each Issuing Bank shall
have exercised the agreed  standard of care in the absence of gross  negligence,
willful misconduct or unlawful conduct on the part of such Issuing Bank. Without




<PAGE>


limiting the  generality of the  foregoing,  it is understood  that each Issuing
Bank  may  accept  documents  that  appear  on their  face to be in  substantial
compliance  with the terms of a Letter of  Credit,  without  responsibility  for
further investigation,  regardless of any notice or information to the contrary,
and may make payment upon presentation of documents that appear on their face to
be in substantial  compliance with the terms of such Letter of Credit;  provided
that each Issuing Bank shall have the right, in its sole discretion,  to decline
to accept such  documents and to make such payment if such  documents are not in
strict compliance with the terms of such Letter of Credit.

          (h)  Disbursement  Procedures.   Each  Issuing  Bank  shall,  promptly
following its receipt thereof,  examine all documents  purporting to represent a
demand for  payment  under a Letter of Credit  issued by it. Each  Issuing  Bank
shall  promptly  notify the  Administrative  Agent and the Company by  telephone
(confirmed by telecopy) of such demand for payment and whether such Issuing Bank
has made or will make an LC Disbursement  thereunder;  provided that any failure
to give or delay in giving  such  notice  shall not  relieve  the Company of its
obligation  to  reimburse  such Issuing Bank and the Lenders with respect to any
such LC Disbursement.

          (i)  Interim  Interest.   If  any  Issuing  Bank  shall  make  any  LC
Disbursement,  then,  unless the Company shall reimburse such LC Disbursement in
full on the date specified in Section  2.06(f),  the unpaid amount thereof shall
bear interest,  for each day from the date such LC  Disbursement  is made to the
date that the Company  reimburses such LC Disbursement  (or all Lenders make the
payments to the Administrative Agent contemplated by Section 2.06(f) and treated
pursuant to said Section as constituting the funding of ABR Loans),  at the rate
per annum then applicable to ABR Committed Loans.

          (j) Intentionally Omitted.

          (k) Cash  Collateralization.  If (i) any Event of Default  shall occur
and be continuing, on the Business Day that the Company receives notice from the
Administrative  Agent or the Required  Lenders (or, if the maturity of the Loans
has been accelerated,  Lenders with LC Exposure representing greater than 51% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph,  (ii) a Change in Control shall occur,  or (iii) any Letter of Credit
remains outstanding on the Stated Maturity Date, the Company shall deposit in an
account with the Administrative  Agent, in the name of the Administrative  Agent
and for the benefit of the  Lenders,  an amount in cash equal to the LC Exposure
as of such date plus any accrued and unpaid interest thereon;  provided that the
obligation to deposit such cash collateral shall become  effective  immediately,
and such deposit shall become  immediately  due and payable,  without  demand or
notice of any kind,  upon the occurrence of any Event of Default with respect to
the Company  described in clause (g) or (h) of Section 7.01.  Such deposit shall
be  held  by  the  Administrative  Agent  as  collateral  for  the  payment  and
performance of the obligations of the Company under this Agreement and the other
Loan  Documents.  The  Administrative  Agent shall have  exclusive  dominion and
control,  including the exclusive right of withdrawal,  over such account. Other
than any interest earned on the investment of such deposits  (which  investments
shall be made at the option and sole discretion of the Administrative Agent, but
only in investments rated at least AA (or equivalent) by at least one nationally
recognized rating agency, if such deposit has been made by reason of a Change in
Control  having  occurred,  and in any event at the Company's  risk and expense)
such  deposits  shall not bear  interest.  Interest or profits,  if any, on such
investments shall accumulate in such account and may, subject to the immediately
preceding sentence be reinvested from time to time. Moneys in such account shall
be applied by the  Administrative  Agent to  reimburse  each Issuing Bank for LC
Disbursements  for which it has not been  reimbursed  and,  to the extent not so
applied, shall be held for the satisfaction of the reimbursement  obligations of
the Company  for the LC  Exposure at such time or, if the  maturity of the Loans
has been  accelerated  (but  subject to the consent of Lenders  with LC Exposure
representing  greater than 51% of the total LC Exposure),  be applied to satisfy
other  obligations  of the  Company  under  this  Agreement  and the other  Loan
Documents.  If the Company is  required to provide an amount of cash  collateral
hereunder as a result of the occurrence of an Event of Default,  such amount (to
the extent not applied as  aforesaid)  shall be  returned to the Company  within
three Business Days after all Events of Default have been cured or waived.

     SECTION 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 2:00 p.m., Charlotte,  North Carolina,  time, to
the account of the Administrative  Agent most recently designated by it for such
purpose by notice to the Lenders; provided that Swingline Loans shall be made as
provided in Section 2.05. Not later than 2:00 p.m.  (Charlotte,  North Carolina,
time) on the proposed  Borrowing  Date,  each Lender will make  available to the
Administrative  Agent,  for the  account  of the  Company,  at the office of the
Administrative Agent in funds immediately available to the Administrative Agent,
such  Lender's  Loans to be made on such  Borrowing  Date.  The  Company  hereby
irrevocably authorizes the Administrative Agent to disburse the proceeds of each
Borrowing requested pursuant to this Section 2.07 in immediately available funds
by  crediting  or wiring such  proceeds  to the  deposit  account of the Company
identified in the most recent Notice of Account Designation substantially in the
form of Exhibit 2.07 hereto (a "Notice of Account Designation") delivered by the
Company to the Administrative  Agent or otherwise agreed upon by the Company and
the  Administrative  Agent from time to time;  provided that ABR Committed Loans
made to finance the  reimbursement of an LC Disbursement as provided in Sections
2.06(e)  and (f) shall be remitted  by the  Administrative  Agent to the Issuing
Bank that has made such LC Disbursement.

          (b) Unless the Administrative  Agent shall have received notice from a
Lender  prior to the  proposed  date of any  Borrowing  (or prior to 12:00 noon,
Charlotte,  North Carolina,  time, on such date in the case of an ABR 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 Section
2.07(a) and may, in reliance upon such assumption, make available to the Company
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  Company   severally  agree  to  pay  to  the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from the date such amount is made available to the Company
to the date of payment to the  Administrative  Agent, at (i) in the case of such
Lender, the Federal Funds Effective Rate or (ii) in the case of the Company, the
interest rate  applicable  to ABR Loans.  If such Lender pays such amount to the
Administrative  Agent,  then such amount shall  constitute  such  Lender's  Loan
included in such Borrowing.


<PAGE>


     Section  2.08  Interest  Elections.  (a)  Subject  to  Section  2.14,  each
Committed  Borrowing  initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar  Committed  Borrowing,  shall
have  an  initial  Interest  Period  as  specified  in such  Borrowing  Request.
Thereafter,  subject to Section  2.14,  the  Company  may elect to convert  such
Borrowing to a different  Type or to continue such Borrowing and, in the case of
a Eurodollar  Committed Borrowing,  may elect Interest Periods therefor,  all as
provided in this  Section  2.08.  The Company 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.   This  Section  2.08  shall  not  apply  to
Competitive  Borrowings or Swingline  Borrowings,  which may not be converted or
continued.

          (b) To make an election  pursuant to this  Section  2.08,  the Company
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 Company
were  requesting a Committed  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 in the form of Exhibit 2.08 (an "Interest Election Request").

          (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

                    (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 Company  shall be deemed to
have selected an Interest Period of one month's duration.

          (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.


<PAGE>


          (e) If the Company fails to deliver a timely Interest Election Request
with  respect  to a  Eurodollar  Committed  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
and so long as an Event of Default is continuing  (i) no  outstanding  Committed
Borrowing  may be converted to or continued as a Eurodollar  Borrowing  and (ii)
unless repaid, each Eurodollar  Committed 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  Company  may at any  time  terminate,  or  from  time to time
reduce,  the  Total  Commitment,  in whole or in  part;  provided  that (i) each
partial  reduction  of the Total  Commitment  shall be in an  amount  that is an
integral  multiple  of  $1,000,000  and not less  than  $5,000,000  and (ii) the
Company 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 total Committed Credit Exposures,  plus the aggregate principal amount of
outstanding Competitive Loans, would exceed the Total Commitment.

          (c) The Company shall notify the Administrative  Agent of any election
to terminate or reduce the Total Commitment under Section 2.09(b) 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 Company pursuant to this Section
2.09 shall be  irrevocable;  provided that a notice of  termination of the Total
Commitment  delivered  by the Company may state that such notice is  conditioned
upon the effectiveness of other credit facilities, in which case such notice may
be revoked by the Company (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 Total  Commitment  shall be  permanent.  Each
reduction of the Total  Commitment  shall be made  ratably  among the Lenders in
accordance with their respective Commitments.

          (d) The Total Commitment shall  automatically  terminate on the date a
Change in Control occurs.

     SECTION 2.10  Repayment of Loans;  Evidence of Debt. (a) The Company hereby
unconditionally  promises to pay (i) to the Administrative Agent for the account
of each Lender the then unpaid  principal  amount of each  Committed Loan on the
Maturity Date, (ii) to the  Administrative  Agent for the account of each Lender
having a Competitive  Loan  outstanding the then unpaid principal amount of each
Competitive Loan on the last day of the Interest Period applicable to such Loan,
and (iii) to the  Swingline  Lender  the then  unpaid  principal  amount of each
Swingline Loan on demand therefor by the Swingline Lender.  In addition,  if the
sum of the total Committed Credit Exposures, plus the aggregate principal amount
of the outstanding Competitive Loans, exceeds the Total Commitment,  the Company
shall  pay to the  Administrative  Agent  for  the  account  of each  Lender  an
aggregate principal amount of Committed Loans sufficient to cause the sum of the




<PAGE>


total Committed  Credit  Exposures,  plus the aggregate  principal amount of the
outstanding  Competitive  Loans, not to exceed the Total  Commitment;  provided,
however, if the repayment of the outstanding  Committed Loans does not cause the
total Committed  Credit  Exposures,  plus the aggregate  principal amount of the
outstanding Competitive Loans, to be equal to or less than the Total Commitment,
the Company  shall  deposit in an account with the  Administrative  Agent in the
name of the Administrative  Agent and for the benefit of the Lenders,  an amount
in cash  equal to the  amount  by which the sum of the  total  Committed  Credit
Exposures,  plus the aggregate  principal amount of the outstanding  Competitive
Loans,  exceeds the Total  Commitment,  which cash deposit  shall be held by the
Administrative  Agent for the payment of the  Obligations  of the Company  under
this Agreement and the other Loan Documents. The Administrative Agent shall have
exclusive  dominion and control,  including the exclusive  right of  withdrawal,
over such  account  other than any  interest  earned on the  investment  of such
deposit (which  investments  shall be made at the option and sole  discretion of
the  Administrative  Agent,  but  only in  investments  rated  at  least  AA (or
equivalent) by at least one nationally recognized rating agency, unless an Event
of  Default  shall  have  occurred  and be  continuing,  and in any event at the
Company's risk and expense).  Interest or profits,  if any, on such  investments
shall accumulate in such account. Moneys in such account shall be applied by the
Administrative  Agent to reimburse  such Issuing Bank for LC  Disbursements  for
which it has not been  reimbursed  and, to the extent not so  applied,  shall be
held for the  satisfaction of the  reimbursement  obligations of the Company for
the LC  Exposure  at  such  time,  or if the  maturity  of the  Loans  has  been
accelerated  (but  subject  to the  consent  of the  Lenders  with  LC  Exposure
representing  greater than 51% of the total LC Exposure),  be applied to satisfy
other  obligations  of the  Company  under  this  Agreement  and the other  Loan
Documents.  At any time when the sum of the total  Committed  Credit  Exposures,
plus the aggregate  principal amount of outstanding  Competitive Loans, does not
exceed the Total  Commitment and so long as no Default or Event of Default shall
then exist,  upon the request of the Company the amount of such  deposit (to the
extent not applied as aforesaid)  shall be returned to the Company  within three
Business Days after receipt of such request.

          (b) On the date that a Change in Control  occurs,  the  Company  shall
repay the  outstanding  principal  amount  of the  Loans  and all other  amounts
outstanding  hereunder and under the other Loan  Documents and shall comply with
the provisions of Section 2.06(k).

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

          (d) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made  hereunder,  the Class and 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 Company 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.

          (e) The entries  made in the accounts  maintained  pursuant to Section
2.10(c) or (d) shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the


<PAGE>


Administrative  Agent to maintain such accounts or any error or conflict therein
shall not in any manner affect the  obligation of the Company to repay the Loans
in accordance with the terms of this Agreement.

          (f) Any Lender may  request  that Loans made by it be  evidenced  by a
Committed  Note or a Competitive  Note,  as the case may be. In such event,  the
Company shall prepare,  execute and deliver to such Lender a Committed Note or a
Competitive  Note, as the case may be.  Thereafter,  the Loans evidenced by such
promissory  note and  interest  thereon  shall  at all  times  (including  after
assignment  pursuant to Section 10.05) be represented by one or more  promissory
notes in such forms payable to the order of the payee named therein.

     SECTION 2.11  Prepayment of Loans.  (a) The Company 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 Section  2.11(b);  provided that the
Company  shall not have the right to prepay any  Competitive  Loan  without  the
prior consent of the Lender thereof.

          (b) The Company  shall notify the  Administrative  Agent (and,  in the
case of  prepayment  of a Swingline  Loan,  the  Swingline  Lender) by telephone
(confirmed  by telecopy in the form of Exhibit 2.11 (a "Notice of  Prepayment"))
of any  prepayment  hereunder  (i) in the  case of  prepayment  of a  Eurodollar
Committed Borrowing, not later than 11:00 a.m., Charlotte, North Carolina, time,
three  Business  Days  before  the  date  of  prepayment,  (ii)  in the  case of
prepayment of an ABR Committed Borrowing,  not later than 11:00 a.m., Charlotte,
North  Carolina,  time,  on the  date of  prepayment  or  (iii)  in the  case of
prepayment  of a Swingline  Loan,  not later than 11:00 a.m.,  Charlotte,  North
Carolina, time, on the date of prepayment. Each such notice shall be irrevocable
and shall specify the  prepayment  date,  Type 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. Each partial  prepayment  shall be in an aggregate amount not less
than, and shall be an integral multiple of, the amounts shown below with respect
to the applicable Type of Loan or Borrowing:


                 Type of                       Integral            Minimum
              Loan/Borrowing                  Multiple of      Aggregate Amount
              --------------                  -----------      ----------------

          Eurodollar Committed Borrowing     $1,000,000         $3,000,000

          ABR Committed Borrowing             1,000,000          1,000,000

          Swingline Loan                        100,000          5,000,000

Promptly following receipt of any such notice relating to a Committed Borrowing,
the  Administrative  Agent shall advise the Lenders of the contents thereof.  If
the Company fails to designate  the Type of  Borrowings  to be prepaid,  partial
prepayments  shall be applied first to the outstanding ABR Borrowings  until all
such outstanding principal of ABR Borrowings are repaid in full, and then to the
outstanding principal amount of Eurodollar  Borrowings.  Each partial prepayment
of any Committed  Borrowing shall be in an amount that would be permitted in the
case of an advance of a  Committed  Borrowing  of the same Type as  provided  in
Section 2.02. Each prepayment of a Committed  Borrowing shall be applied ratably




                                     <PAGE>


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  Company  agrees to pay to the  Administrative
Agent for the account of each Lender a facility fee (the "Facility Fee"),  which
shall  accrue at the  applicable  Facility  Fee Rate on the daily  amount of the
Commitment of such Lender,  whether used or unused and when the  Commitment  has
terminated,  on the outstanding Loans of such Lender, during the period from the
date of this  Agreement  to the later of (i) the date on which  such  Commitment
terminates  and  (ii)  the date on which  the  Loans  are paid in full.  Accrued
Facility  Fees shall be payable  in arrears on the last  Business  Day of March,
June,  September  and  December  of  each  year  and on the  date on  which  the
Commitments terminate and the date the Loans are paid in full, commencing on the
first  such date to occur  after the date  hereof.  All  Facility  Fees shall be
computed on the basis of a year of 365 or 366 days, as the case may be and shall
be payable for the actual  number of days elapsed  (including  the first day but
excluding the last day).

          (b) The Company agrees to pay (i) to the Administrative  Agent for the
account of each Lender a participation fee with respect to its participations in
Letters  of  Credit,  which  shall  accrue  at a rate  per  annum  equal  to the
Applicable  Margin on the  average  daily  amount of such  Lender's  LC Exposure
(excluding any portion thereof  attributable  to unreimbursed LC  Disbursements)
during the period from and  including  the  Effective  Date to but excluding the
later of the date on which such Lender's  Commitment  terminates and the date on
which such Lender ceases to have any LC Exposure,  and (ii) to each Issuing Bank
a fronting fee,  which shall accrue at a rate per annum equal to .100% times the
daily maximum  amount  available to be drawn under each Letter of Credit issued,
renewed or extended by such Issuing Bank during the Availability Period, but not
to exceed in any  event  .100% of the  original  face  amount of each  Letter of
Credit so issued,  renewed or  extended.  The  Company  also  agrees to pay each
Issuing Bank's standard fees with respect to the issuance, amendment, renewal or
extension  of any Letter of Credit  issued by it or the  processing  of drawings
thereunder.  Accrued  participation  fees and fronting  fees shall be payable in
arrears on the last Business Day of March, June,  September and December of each
year,  commencing  on the first  such date to occur  after the  Effective  Date;
provided  that  all  such  fees  shall  be  payable  on the  date on  which  the
Commitments  terminate  and any such fees  accruing  after the date on which the
Commitments  terminate shall be payable on demand. Any other fees payable to any
Issuing Bank pursuant to this  paragraph  shall be payable  within 10 days after
demand.  All participation  fees shall be computed on the basis of a year of 365
or 366 days, as  applicable,  and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

          (c)  The  Company  agrees  to  pay  to the  Administrative  Agent  and
Citibank,  for their own accounts,  fees payable in the amounts and at the times
specified  in that letter  agreement  dated the date hereof  among the  Company,
Wachovia and Citibank (as from time to time amended, the "Fee Letter").

          (d) The  Company  agrees  to pay to the  Administrative  Agent for the
account of each  Lender at all times when the  aggregate  outstanding  principal
amount of the Committed Loans plus the LC Exposure plus the aggregate  principal
amount of outstanding  Competitive  Loans and the Swingline  Exposure is greater
than 50% of the Commitments a utilization fee (the


<PAGE>


     "Utilization Fee") computed at the Utilization Fee Rate on the daily amount
of the Committed Credit Exposure of such Lender.  Accrued Utilization Fees shall
be paid in arrears on the last day of March, June September and December of Each
year, commencing March 31, 2006, and on the date the Loans are paid in full. All
Utilization Fees shall be computed on the basis of a year of 365 or 366 days, as
the case may be, and shall be  payable  for the  actual  number of days  elapsed
(including the first day but excluding the last day)

          (e) All fees  payable  hereunder  shall be paid on the dates  due,  in
immediately  available  funds, to the  Administrative  Agent (or to each Issuing
Bank,  in the  case of fees  payable  to it) (for  distribution,  in the case of
Facility Fees and Utilization Fees, to the Lenders).  Except as required by law,
fees paid shall not be refundable under any circumstances.

     SECTION  2.13  Interest.  (a)  The  Loans  comprising  each  ABR  Borrowing
(including each Swingline Loan) shall bear interest at a rate per annum equal to
the Alternate Base Rate.

          (b) The Loans comprising each Eurodollar Borrowing shall bear interest
(i) in the  case of a  Eurodollar  Committed  Loan,  at the  LIBOR  Rate for the
Interest Period in effect for such Borrowing plus the Applicable  Margin or (ii)
in the case of a Eurodollar Competitive Loan, at the LIBOR Rate for the Interest
Period in effect for such  Borrowing plus (or minus,  as applicable)  the Margin
applicable to such Loan.

          (c) Each  Fixed  Rate Loan  shall  bear  interest  at the  Fixed  Rate
applicable to such Loan.

          (d) Notwithstanding the foregoing,  if any principal of or interest on
any Loan or any fee or other amount payable by the Company 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 above or (ii) in the case of
any other amount, 2% plus the Alternate Base Rate.

          (e) Accrued  interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; provided that (i) interest accrued pursuant
to  Section  2.13(d)  shall  be  payable  on  demand,  (ii) in the  event of any
repayment or prepayment of any Loan (other than a prepayment of an ABR Committed
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,  (iii) in the event of any conversion of any Eurodollar
Committed 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
and (iv) all accrued  interest  shall be payable upon  termination  of the Total
Commitment.

          (f) All interest hereunder shall be computed on the basis of a year of
360 days,  except that interest computed by reference to the Alternate Base Rate
at times  when the  Alternate  Base  Rate is based on the  Prime  Rate  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


<PAGE>


day but excluding the last day).  The  applicable  Alternate  Base Rate or LIBOR
Rate shall be determined by the  Administrative  Agent,  and such  determination
shall be conclusive absent manifest error.

     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 LIBOR Rate for such Interest Period; or

          (b) the  Administrative  Agent is advised by the Required Lenders (or,
in the case of a Eurodollar  Competitive Loan, by the Lender that is required to
make such Loan) that the LIBOR Rate 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 Company and the
Lenders by  telephone  or telecopy as promptly as  practicable  thereafter  and,
until the  Administrative  Agent  notifies  the Company 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 Committed  Borrowing to, or
continuation  of any  Committed  Borrowing as, a Eurodollar  Borrowing  shall be
ineffective,  (ii) if any  Borrowing  Request  requests a  Eurodollar  Committed
Borrowing,  such  Borrowing  shall be made as an ABR  Borrowing  and  (iii)  any
request  by  the  Company  for  a  Eurodollar  Competitive  Borrowing  shall  be
ineffective;  provided that (A) if the circumstances  giving rise to such notice
do not affect all the  Lenders,  then  requests by the  Company  for  Eurodollar
Competitive  Borrowings may be made to Lenders that are not affected thereby and
(B) if the  circumstances  giving  rise to such  notice  affect only one Type of
Borrowings, then the other Type of Borrowings shall be permitted.

     SECTION 2.15 Increased Costs. (a) 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 the LIBOR Rate) or any Issuing Bank;
          or

                    (ii) impose on any Lender or any Issuing  Bank or the London
          interbank  market any other  condition  affecting  this  Agreement  or
          Eurodollar  Loans  made by such  Lender  or any  Letter  of  Credit or
          participation therein;

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 Fixed Rate Loan (or of
maintaining  its  obligation  to make any such Loan) or to increase  the cost to
such Lender or any Issuing Bank of participating  in, issuing or maintaining any
Letter of Credit or to reduce the amount of any sum  received or  receivable  by
such Lender or any Issuing Bank  hereunder  (whether of  principal,  interest or
otherwise),  then the Company will pay to such Lender or such Issuing  Bank,  as
the case may be,  such  additional  amount or  amounts as will  compensate  such
Lender or such  Issuing  Bank,  as the case may be,  for such  additional  costs
incurred or reduction suffered.


<PAGE>


          (b) If any Lender or any Issuing  Bank  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 or such Issuing Bank's capital or on the capital
of  such  Lender's  or  such  Issuing  Bank's  holding  company,  if  any,  as a
consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender,  or the Letters of Credit issued by such Issuing
Bank,  to a level  below  that which such  Lender or such  Issuing  Bank or such
Lender's or such Issuing Bank's holding company could have achieved but for such
Change in Law (taking into  consideration  such Lender's or such Issuing  Bank's
policies  and the  policies of such  Lender's  or such  Issuing  Bank's  holding
company  with respect to capital  adequacy),  then from time to time the Company
will  pay to  such  Lender  or such  Issuing  Bank,  as the  case  may be,  such
additional amount or amounts as will compensate such Lender or such Issuing Bank
or such Lender's or such Issuing Bank's  holding  company for any such reduction
suffered.

          (c) A  certificate  of a Lender or any Issuing Bank setting  forth the
amount or amounts  necessary to  compensate  such Lender or such Issuing Bank or
its holding company, as the case may be, as specified in paragraph (a) or (b) of
this  Section  2.15 shall be  delivered  to the Company and shall be  conclusive
absent manifest  error.  The Company shall pay such Lender or such Issuing Bank,
as the case may be, the amount  shown as due on any such  certificate  within 10
Business Days after receipt thereof.

          (d) Failure or delay on the part of any Lender or any Issuing  Bank to
demand compensation  pursuant to this Section 2.15 shall not constitute a waiver
of such  Lender's or such  Issuing  Bank's  right to demand  such  compensation;
provided  that the Company  shall not be required to  compensate a Lender or any
Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions
incurred more than six months prior to the date that such Lender or such Issuing
Bank, as the case may be,  notifies the Company of the Change in Law giving rise
to such  increased  costs or  reductions  and of such  Lender's or such  Issuing
Bank'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  six-month  period  referred  to above shall be extended to include the
period of retroactive effect thereof.

     SECTION 2.16 Break Funding Payments. In the event of (a) the payment of any
principal of any  Eurodollar  Loan or Fixed Rate 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
of the Interest  Period  applicable  thereto,  (c) the failure to borrow (unless
such failure was caused by the failure of a Lender to make such Loan),  convert,
continue or prepay any Eurodollar Loan, or the failure to convert an ABR Loan to
a Eurodollar Loan, on the date specified in any notice delivered pursuant hereto
(regardless  of whether such notice is permitted to be revocable  under  Section
2.09 and is  revoked  in  accordance  herewith),  (d) the  failure to borrow any
Competitive  Loan after  accepting the Competitive Bid to make such Loan (unless
such  failure was caused by the  failure of a Lender to make such Loan),  or (e)
the assignment of any Eurodollar  Loan or Fixed Rate Loan other than on the last
day of the Interest  Period  applicable  thereto as a result of a request by the
Company  pursuant to Section 2.19,  then,  in any such event,  the Company shall
compensate  each  Lender for the loss,  cost and  expense  attributable  to such
event. In the case of a Eurodollar Loan, the loss to any Lender  attributable to
any such event shall be deemed to include an amount determined by such Lender to
be equal to the excess,  if any, of (i) the amount of interest  that such Lender



<PAGE>


would  pay for a  deposit  equal to the  principal  amount  of such Loan for the
period from the date of such payment,  conversion,  failure or assignment to the
last day of the then current Interest Period for such Loan (or, in the case of a
failure to borrow, convert or continue, the duration of the Interest Period that
would have resulted from such  borrowing,  conversion  or  continuation)  if the
interest  rate  payable  on such  deposit  were equal to the LIBOR Rate for such
Interest Period, over (ii) the amount of interest that such Lender would earn on
such  principal  amount  for such  period if such  Lender  were to  invest  such
principal  amount for such period at the interest rate that would be bid by such
Lender (or an affiliate of such Lender) for dollar  deposits from other banks in
the Eurodollar  market at the  commencement of such period. A certificate of any
Lender  setting  forth any amount or amounts  that such  Lender is  entitled  to
receive  pursuant to this  Section  2.16 shall be  delivered  to the Company and
shall be conclusive absent manifest error. The Company shall pay such Lender the
amount  shown as due on any such  certificate  within  10  Business  Days  after
receipt thereof.

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

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

          (c) The Company shall indemnify the Administrative  Agent, each Lender
and each Issuing Bank,  within 10 Business Days after written  demand  therefor,
for  the  full  amount  of any  Indemnified  Taxes  or  Other  Taxes  (including
Indemnified  Taxes or Other  Taxes  imposed or asserted  on or  attributable  to
amounts payable under this Section  2.17(c)) paid by the  Administrative  Agent,
such  Lender  or such  Issuing  Bank,  as the  case may be,  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. A certificate as to
the amount of such payment or liability  delivered to the Company by a Lender or
an Issuing Bank, or by the  Administrative  Agent on its own behalf or on behalf
of a Lender or an Issuing Bank, shall be conclusive absent manifest error.

          (d) As soon as practicable  after any payment of Indemnified  Taxes or
Other  Taxes by the  Company to a  Governmental  Authority,  the  Company  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.


<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
Company is located,  or any treaty to which such  jurisdiction is a party,  with
respect to payments  under this  Agreement  shall deliver to the Company (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by the Company, such properly completed and executed
documentation  prescribed by  applicable  law as will permit such payments to be
made without withholding or at a reduced rate.

          (f) If the Administrative  Agent or a Lender  determines,  in its sole
discretion,  that it has  received  a refund of any  Taxes or Other  Taxes as to
which it has been  indemnified  by the  Company  or with  respect  to which  the
Company has paid additional  amounts pursuant to this Section 2.17, it shall pay
over such refund to the Company  (but only to the extent of  indemnity  payments
made,  or  additional  amounts paid, by the Company under this Section 2.17 with
respect to the Taxes and Other  Taxes  giving rise to such  refund),  net of all
out-of-pocket  expenses of the  Administrative  Agent or such Lender and without
interest  (other than any interest paid by the relevant  Governmental  Authority
with respect to such refund);  provided,  that the Company,  upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to
the  Company  (plus any  penalties,  interest  or other  charges  imposed by the
relevant  Governmental  Authority) to the Administrative Agent or such Lender in
the event the  Administrative  Agent or such  Lender is  required  to repay such
refund to such  Governmental  Authority.  This Section shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns
(or any other information  relating to its taxes which it deems confidential) to
the Company or any other Person.

     SECTION 2.18 Payments Generally;  Pro Rata Treatment;  Sharing of Set-offs.
(a) The  Company  shall make each  payment  required  to be made by the  Company
hereunder  (whether  of  principal,   interest,  fees  or  reimbursement  of  LC
Disbursements, or under Section 2.15, 2.16 or 2.17, or otherwise) prior to 12:00
noon,  Charlotte,  North  Carolina,  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  Principal  Office,  except  payments  to be  made
directly to an Issuing Bank or the Swingline Lender as expressly provided herein
and except that payments  pursuant to Sections 2.15,  2.16, 2.17 and 10.03 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,  unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i)  first,  to pay  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, to pay principal and unreimbursed LC


<PAGE>


Disbursements then due hereunder,  ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements  then
due to such parties.

          (c) If any  Lender  shall,  by  exercising  any  right of  set-off  or
counterclaim  or  otherwise,  obtain  payment in respect of any  principal of or
interest on any of its Committed Loans or  participations in LC Disbursements or
Swingline  Loans  resulting  in  such  Lender  receiving  payment  of a  greater
proportion of the aggregate amount of its Committed Loans and  participations in
LC  Disbursements  and  Swingline  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
Committed Loans and  participations  in LC Disbursements  and Swingline 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  Committed  Loans and
participations in LC Disbursements and Swingline 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 Company 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 or  participations
in LC Disbursements to any assignee or participant, other than to the Company or
any  Subsidiary  or  Affiliate  thereof  (as to  which  the  provisions  of this
paragraph shall apply). The Company 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
Company rights of set-off and counterclaim with respect to such participation as
fully as if such Lender  were a direct  creditor of the Company in the amount of
such participation.

          (d) Unless the  Administrative  Agent shall have received  notice from
the Company prior to the date on which any payment is due to the  Administrative
Agent for the  account of the  Lenders or any Issuing  Bank  hereunder  that the
Company will not make such payment, the Administrative Agent may assume that the
Company has made such  payment on such date in  accordance  herewith and may, in
reliance upon such  assumption,  distribute to the Lenders or such Issuing Bank,
as the case may be, the amount  due.  In such  event,  if the Company has not in
fact made such  payment,  then each of the Lenders or such Issuing  Bank, as the
case may be, severally agrees to repay to the Administrative  Agent forthwith on
demand  the  amount so  distributed  to such  Lender or such  Issuing  Bank with
interest thereon, for each day from the date such amount is distributed to it to
the date of payment to the Administrative  Agent, at the Federal Funds Effective
Rate.

          (e) If any Lender  shall fail to make any payment  required to be made
by it  pursuant  to  Section  2.05(c),  2.06(e),  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.


<PAGE>


     Section 2.19  Mitigation  Obligations;  Replacement of Lenders.  (a) If any
Lender requests  compensation  under Section 2.15, or if the Company 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 2.15 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.

          (b) If any Lender requests  compensation under Section 2.15, or if the
Company  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,  then the
Company 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 10.05),  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 Company
shall have received the prior written consent of the Administrative  Agent (and,
if a Commitment is being  assigned,  the Issuing  Banks and  Swingline  Lender),
which consent shall not be  unreasonably  withheld,  (ii) such Lender shall have
received  payment of an amount equal to the  outstanding  principal of its Loans
and  participations  in LC Disbursements  and Swingline 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 Company (in the case of all other amounts) and (iii) in the case of
any such assignment  resulting from a claim for compensation  under Section 2.15
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
Company to require such assignment and delegation cease to apply.

     SECTION 2.20 Telephonic Notices. Without in any way limiting the obligation
of the  Company to confirm in writing  any  telephonic  notice it is entitled to
give under this Agreement or any other Loan Document,  the Administrative  Agent
may act without liability upon the basis of a telephonic notice believed in good
faith by the  Administrative  Agent to be from the  Company  prior to receipt of
written confirmation.  In each such case, the Company hereby waives the right to
dispute  the  Administrative  Agent's  record  of the  terms of such  telephonic
notice.

                                   ARTICLE III
                              CONDITIONS PRECEDENT

     SECTION  3.01  Conditions  Precedent  to  the  Initial  Credit  Event.  The
obligations  of the Lenders to make Loans  hereunder  or the  obligation  of the
Issuing Banks to issue Letters of Credit  hereunder  shall not become  effective
until the date on which each of the following  conditions is satisfied or waived
in accordance with Section 10.02:



<PAGE>


          (a) The Administrative  Agent shall have received the following,  each
dated the Execution Date:

                    (i) this Agreement executed by each party hereto;

                    (ii) if  requested  by any Lender,  a  Committed  Note and a
          Competitive  Note  executed by the Company and payable to the order of
          such Lender;

                    (iii) a certificate of an officer and of the secretary or an
          assistant secretary of the Delegate,  certifying,  inter alia (A) true
          and complete copies of each of the limited liability company agreement
          of the Delegate,  the certificate of incorporation,  as amended and in
          effect,  of the General Partner,  the partnership  agreement,  each as
          amended and in effect,  of the Company,  the bylaws, as amended and in
          effect,  of the  General  Partner and the  resolutions  adopted by the
          Board of  Directors of the Delegate  (1)  authorizing  the  execution,
          delivery  and  performance  by the Company of this  Agreement  and the
          other Loan Documents and, the Borrowings to be made and the Letters of
          Credit to be issued  hereunder,  (2)  approving  the forms of the Loan
          Documents  and  which  will be  delivered  at or prior to the  initial
          Borrowing Date and (3) authorizing officers of the Delegate to execute
          and deliver the Loan  Documents and any related  documents,  including
          any agreement  contemplated by this Agreement,  (B) the incumbency and
          specimen  signatures  of the  officers of the Delegate  executing  any
          documents  on its  behalf  and (C) (1)  that the  representations  and
          warranties made by the Company in each Loan Document and which will be
          delivered  at or  prior  to the  initial  Borrowing  Date are true and
          correct in all material  respects,  (2) the absence of any proceedings
          for the  dissolution or liquidation of the Company and (3) the absence
          of the occurrence and continuance of any Default or Event of Default;

                    (iv) letters from CT  Corporation  System,  Inc. in form and
          substance  satisfactory  to the  Administrative  Agent  evidencing the
          obligation of CT Corporation System, Inc. to accept service of process
          in the State of New York on behalf of the Company;

                    (v)  a   favorable,   signed   opinion   addressed   to  the
          Administrative  Agent and the Lenders from  Bracewell & Giuliani  LLP,
          counsel to the  Company,  given upon the  express  instruction  of the
          Company; and

                    (vi) certificates of appropriate  public officials as to the
          existence, good standing and qualification to do business as a foreign
          entity of the  Company,  the General  Partner and the  Delegate in the
          States of Texas and Delaware.

          (b) The  Administrative  Agent shall be reasonably  satisfied that all
required  consents and  approvals of any  Governmental  Authority  and any other
Person in connection  with the  transactions  contemplated  by this Section 3.01
shall have been  obtained  and  remain in effect  (except  where the  failure to
obtain such approvals would not have a Material Adverse Effect).

          (c) The Company  shall have paid to Citibank and Wachovia all fees and
expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or
prior to the Execution Date.



<PAGE>


          (d) The  Company  shall have paid to  Andrews  Kurth LLP  pursuant  to
Section 10.03 all reasonable fees and  disbursements  invoiced to the Company on
or prior to the Execution Date.

     SECTION 3.02 Conditions Precedent to All Credit Events. Except with respect
to Committed Credit Loans made by the Lenders  pursuant to Section 2.06(f),  the
obligation  of the Lenders to make any Loans or to issue or extend any Letter of
Credit under this Agreement  (including any Loan made or Letter of Credit issued
on the initial  Borrowing Date) is subject to the further  conditions  precedent
that on the date of such Credit Event:

          (a) The  conditions  precedent  set forth in  Section  3.01 shall have
theretofore been satisfied;

          (b) The  representations and warranties set forth in Article IV (other
than the  representation  set forth in  Section  4.07(c))and  in the other  Loan
Documents  shall be true and correct in all  material  respects as of, and as if
such  representations  and  warranties  were made on, the Borrowing  Date of the
proposed   Loan  or  Letter  of  Credit,   as  the  case  may  be  (unless  such
representation  and warranty  expressly  relates to an earlier date), and by the
Company's delivery of a Borrowing  Request,  the Company shall be deemed to have
certified to the Administrative  Agent and the Lenders that such representations
and warranties are true and correct in all material respects;

          (c) The Company  shall have  complied  with the  provisions of Section
2.03, Section 2.04 or Section 2.05, as the case may be; and

          (d) No  Default  or  Event  of  Default  shall  have  occurred  and be
continuing or would result from such Credit Event.

The  acceptance  of the  benefits  of  each  Credit  Event  shall  constitute  a
representation  and  warranty by the Company to each of the Lenders  that all of
the conditions specified in this Section 3.02 above exist as of that time.

     SECTION 3.03  Conditions  Precedent to  Conversions.  The obligation of the
Lenders to convert or continue  any existing  Borrowing  into or as a Eurodollar
Borrowing  is  subject  to the  condition  precedent  that  on the  date of such
conversion  or  continuation  no Default or Event of Default shall have occurred
and be  continuing  or would  result  from the  making of such  conversion.  The
acceptance  of the  benefits  of each  such  conversion  or  continuation  shall
constitute a  representation  and warranty by the Company to each of the Lenders
that no Default or Event of Default  shall have  occurred and be  continuing  or
would result from the making of such conversion or continuation.

     SECTION  3.04   Delivery  of   Documents.   All  of  the  Loan   Documents,
certificates,  legal opinions and other documents and papers referred to in this
Article   III,   unless   otherwise   specified,   shall  be  delivered  to  the
Administrative  Agent for the account of each of the Lenders and, except for any
Notes, in sufficient counterparts or copies for each of the Lenders and shall be
satisfactory in form and substance to the Lenders.



<PAGE>


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

           The Company makes the following representations and warranties to the
Administrative Agent and the Lenders:

     SECTION 4.01  Organization and  Qualification.  The Company and each of the
Subsidiaries (a) is a corporation, partnership or limited liability company duly
organized or formed, validly existing and in good standing under the laws of the
state of its  incorporation,  organization  or formation,  (b) has all requisite
corporate,  partnership,  limited  liability  company  or  other  power  and all
material governmental licenses, authorizations,  consents and approvals required
to  carry on its  business  as now  conducted  and (c) is duly  qualified  to do
business and is in good standing in every  jurisdiction  in which the failure to
be so qualified would,  individually or together with all such other failures of
the Company and the Subsidiaries, have a Material Adverse Effect. As of the date
of this Agreement, the Persons and other entities shown on Schedule 4.01 are all
of the  Subsidiaries  of the  Company,  and such  Schedule  4.01 (x)  accurately
reflects the direct owner of the Capital Stock of each such Subsidiary  owned by
such  direct  owner,  (y)  accurately   identifies  such  Subsidiaries  and  (z)
accurately  sets  forth the  jurisdictions  of their  respective  incorporation,
organization or formation, as the case may be.

     SECTION 4.02  Authorization,  Validity,  Etc. The Company has all requisite
partnership  and other power and authority to execute and deliver,  and to incur
and  perform  its  obligations  under  this  Agreement  and under the other Loan
Documents to which it is a party and to make the Borrowings  hereunder,  and all
such actions  have been duly  authorized  by all  necessary  proceedings  on its
behalf.  This  Agreement and the other Loan Documents have been duly and validly
executed and delivered by or on behalf of the Company and  constitute  valid and
legally  binding  agreements of the Company  enforceable  against the Company in
accordance  with the respective  terms thereof,  except (a) as may be limited by
bankruptcy,   insolvency,   reorganization,   moratorium,  fraudulent  transfer,
fraudulent  conveyance  or other  similar  laws  relating  to or  affecting  the
enforcement of creditors' rights generally,  and by general principles of equity
(including  principles  of good  faith,  reasonableness,  materiality  and  fair
dealing)  which may,  among other  things,  limit the right to obtain  equitable
remedies  (regardless of whether considered in a proceeding in equity or at law)
and (b) as to the enforceability of provisions for indemnification for violation
of applicable securities laws, limitations thereon arising as a matter of law or
public policy.

     SECTION  4.03  Governmental  Consents,  Etc.  No  authorization,   consent,
approval,  license or exemption of or  registration,  declaration or filing with
any  Governmental  Authority,  is necessary for the valid execution and delivery
of, or the incurrence and performance by the Company of its  obligations  under,
any Loan  Document to which it is a party,  except those that have been obtained
and such matters  relating to  performance  as would  ordinarily  be done in the
ordinary course of business after the Execution Date.

     SECTION 4.04 No Breach or Violation of  Agreements  or  Restrictions,  Etc.
Neither the execution and delivery of, nor the incurrence and performance by the
Company of its obligations under, the Loan Documents to which it is a party, nor
the extensions of credit contemplated by the Loan Documents,  will (a) breach or


<PAGE>


violate any applicable Requirement of Law, (b) result in any breach or violation
of any of the terms,  covenants,  conditions or  provisions  of, or constitute a
default under,  or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon any of its property or assets  (other than Liens
created  or  contemplated  by this  Agreement)  pursuant  to the terms  of,  any
indenture, mortgage, deed of trust, agreement or other instrument to which it or
any of the Subsidiaries is party or by which any of its properties or assets, or
those of any of the Subsidiaries is bound or to which it is subject,  except for
breaches,  violations  and  defaults  under  clauses  (a) and (b)  that  neither
individually  nor in the aggregate  could  reasonably be expected to result in a
Material Adverse Effect,  or (c) violate any provision of the organic  documents
of the Company.

     SECTION 4.05 Properties.  Each of the Company and the Subsidiaries has good
title to, or valid  leasehold or other  interests  in, all its real and personal
property  material to its  business,  except for Liens  permitted  under Section
6.01.

     SECTION 4.06 Litigation and Environmental  Matters. (a) Except as disclosed
in the most recent  Annual  Report on Form 10-K  delivered by the Company to the
Lenders,  there is no action,  suit or proceeding by or before any arbitrator or
Governmental  Authority  pending  against or, to the  knowledge  of the Company,
threatened against or affecting the Company or any of the Subsidiaries (i) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely  determined,  could  reasonably  be  expected  to result in a Material
Adverse Effect or (ii) that involves this Agreement or the Transactions.

          (b) In the ordinary  course of its business,  the Company  conducts an
ongoing review of the effect of Environmental  Laws on the business,  operations
and  properties of the Company and the  Subsidiaries,  in the course of which it
identifies and evaluates associated liabilities and costs (including any capital
or  operating  expenditures  required  for  clean-up  or closure  of  properties
currently or previously owned, any capital or operating expenditures required to
achieve or maintain compliance with environmental  protection  standards imposed
by law or as a  condition  of any  license,  permit  or  contract,  any  related
constraints  on  operating  activities,  including  any  periodic  or  permanent
shutdown of any facility or reduction in the level of or change in the nature of
operations  conducted  thereat,  any costs or  liabilities  in  connection  with
off-site disposal of wastes or Hazardous Materials,  and any actual or potential
liabilities to third  parties,  including  employees,  and any related costs and
expenses).  On the basis of this review,  the Company has  reasonably  concluded
that such associated  liabilities  and costs,  including the costs of compliance
with Environmental Laws, are unlikely to result in a Material Adverse Effect.

     SECTION 4.07 Financial  Statements.  (a) The consolidated  balance sheet of
the  Company  and the  Subsidiaries  as at  December  31,  2004 and the  related
consolidated statements of income,  comprehensive income,  partners' capital and
cash flows of the Company and the Subsidiaries for the fiscal year ended on said
date,  with the opinion thereon of  PricewaterhouseCoopers  LLP and set forth in
the Company's  2004 Annual  Report on Form 10-K,  as filed with the SEC,  fairly
present,  in conformity with GAAP, the  consolidated  financial  position of the
Company and the Subsidiaries as of such date and their  consolidated  results of
operations and cash flows for such fiscal year.



<PAGE>


          (b) The unaudited  consolidated  balance sheets of the Company and the
Subsidiaries as at September 30, 2005 and the related consolidated statements of
income and cash flows of the Company  and the  Subsidiaries  for the  nine-month
period  ended on such date and set forth in the  Company's  Quarterly  Report on
Form 10-Q for its fiscal  quarter  then  ended,  as filed  with the SEC,  fairly
present,  in  conformity  with  GAAP  applied  on a basis  consistent  with  the
financial statements referred to in Section 4.07(a), the consolidated  financial
position  of the  Company  and  the  Subsidiaries  as at  said  date  and  their
consolidated  results of their  operations cash flows for the nine-month  period
ended on said date (subject to the absence of footnotes  and to normal  year-end
and audit adjustments).

          (c) Since December 31, 2004, there has been no material adverse change
in the business,  assets,  liabilities or financial condition of the Company and
the Subsidiaries, taken as a whole.

     SECTION  4.08  Disclosure.  All  information  heretofore  furnished  by the
Company  to  the  Administrative  Agent  or any  Lender  for  purposes  of or in
connection  with this Agreement or any transaction  contemplated  hereby is, and
all such information  hereafter  furnished by the Company to the  Administrative
Agent or any Lender will be, true and accurate in all  material  respects on the
date as of which such  information is stated or certified.  None of the reports,
financial  statements,  certificates  or other  information  furnished  by or on
behalf of the Company to the  Administrative  Agent or any Lender in  connection
with the syndication or negotiation of this Agreement or delivered hereunder (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.

     SECTION 4.09  Investment  Company  Act.  Neither the Company nor any of the
Subsidiaries  is, or is regulated as, an  "investment  company," as such term is
defined in the Investment Company Act of 1940, as amended.

     SECTION 4.10 Intentionally Omitted.

     SECTION  4.11  ERISA.  Each  member of the ERISA  Group has  fulfilled  its
obligations  under  the  minimum  funding  standards  of ERISA and the Code with
respect to each Plan and is in  compliance  in all  material  respects  with the
presently applicable provisions of ERISA and the Code with respect to each Plan.
No member of the ERISA  Group  has (i)  sought a waiver of the  minimum  funding
standard  under  Section 412 of the Code in respect of any Plan,  (ii) failed to
make any contribution or payment to any Plan or Multiemployer Plan or in respect
of any  Benefit  Arrangement,  or made  any  amendment  to any  Plan or  Benefit
Arrangement,  which has resulted or could result in the  imposition of a Lien or
the  posting  of a bond or  other  security  under  ERISA  or the  Code or (iii)
incurred  any  liability  under Title IV of ERISA other than a liability  to the
PBGC for  premiums  under  Section  4007 of  ERISA,  which  waiver,  failure  or
liability could reasonably be expected to result in a Material Adverse Effect.



<PAGE>


     SECTION  4.10 Tax Returns and  Payments.  The Company and the  Subsidiaries
have caused to be filed all federal  income tax returns and other  material  tax
returns,  statements and reports (or obtained  extensions with respect  thereto)
which  are  required  to be filed and have paid or  deposited  or made  adequate
provision  in  accordance  with GAAP for the  payment  of all  taxes  (including
estimated  taxes shown on such returns,  statements and reports) which are shown
to be due  pursuant to such  returns,  except for taxes being  contested in good
faith by appropriate  proceedings for which adequate reserves in accordance with
GAAP have been  created on the books of the  Company  and the  Subsidiaries  and
where the failure to pay such taxes  (individually  or in the  aggregate for the
Company and the Subsidiaries) would not have a Material Adverse Effect.

     SECTION 4.11 Compliance  with Laws and Agreements.  Each of the Company and
the  Subsidiaries is in compliance with all laws,  regulations and orders of any
Governmental  Authority  applicable  to it or its property  and all  indentures,
agreements and other instruments  binding upon it or its property,  except where
the failure to do so,  individually  or in the aggregate for the Company and the
Subsidiaries,  could not reasonably be expected to result in a Material  Adverse
Effect.

     SECTION 4.12  Purpose of Loans.  (a) All proceeds of the Loans will be used
for the purposes set forth in Section 5.07.

          (b) None of the  proceeds of the Loans under this  Agreement  will be,
used  directly or  indirectly  for the purpose of buying or carrying any "margin
stock" within the meaning of Regulation U (herein called "margin  stock") or for
the  purpose of  reducing  or retiring  any  indebtedness  which was  originally
incurred to buy or carry any margin stock,  or for any other purpose which might
constitute this  transaction a "purpose" credit within the meaning of Regulation
T, U or X.  Neither the Company nor any agent  acting on its behalf has taken or
will take any action which might cause this Agreement or any other Loan Document
to violate  Regulation T, Regulation U, Regulation X, or any other regulation of
the Board or to violate the Exchange Act.  Margin stock does not constitute more
than 25% of the assets of the Company or of the Company and the  Subsidiaries on
a  consolidated  basis,  and the Company does not intend or foresee that it will
ever do so.

     SECTION 4.13 Foreign Assets Control Regulations, etc.

          (a) Neither  any Letter of Credit nor any part of the  proceeds of the
Loans will  violate  the Trading  with the Enemy Act, as amended,  or any of the
foreign assets control  regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto.

          (b) Neither the Company nor any Subsidiary  (i) is, or will become,  a
Person described or designated in the Specially Designated Nationals and Blocked
Persons  List of the  Office of  Foreign  Assets  Control or in Section 1 of the
Anti-Terrorism  Order  or  (ii)  engages  or  will  engage  in any  dealings  or
transactions,  or is or will be otherwise associated,  with any such Person. The
Company and the Subsidiaries are in compliance,  in all material respects,  with
the USA Patriot Act.


<PAGE>


          (c) Neither  any Letter of Credit nor any part of the  proceeds of the
Loans will be used, directly or indirectly, for any payments to any governmental
official or employee,  political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
in all cases that such Act applies to the Company or one of the Subsidiaries.

                                   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 and all Letters of Credit shall have expired or terminated and
all LC  Disbursements  shall have been  reimbursed,  the Company  covenants  and
agrees with the Lenders that:

     SECTION 5.01 Financial  Statements and Other Information.  The Company will
furnish to the  Administrative  Agent, in each case with  sufficient  copies for
each Lender:

          (a) within ten days  after the date in each  fiscal  year on which the
Company is required  to file its Annual  Report on Form 10-K with the SEC or, if
earlier,  100 days after the end of each fiscal year (i) such Annual Report, and
(ii)  its  audited  consolidated  balance  sheet  and the  related  consolidated
statements of income,  comprehensive income,  operations,  partners' capital and
cash  flows as of the end of and for such  year,  setting  forth in each case in
comparative  form the figures as of the end of and for the previous fiscal year,
all reported on by, and accompanied by an opinion  (without a "going concern" or
like qualification or exception and without any qualification or exception as to
the scope of their audit) of,  PricewaterhouseCoopers  LLP, or other independent
public  accountants  of  recognized  national  standing  to the effect that such
consolidated  financial  statements  present fairly in all material respects the
financial position,  results of operations and cash flows of the Company and the
Subsidiaries on a consolidated basis in accordance with GAAP; provided, however,
that (x) the Company  shall be deemed to have  furnished  said Annual  Report on
Form 10-K for  purposes  of clause  (i) if it shall  have  timely  made the same
available on "EDGAR"  and/or on its home page on the  worldwide web (at the date
of this Agreement located at http://www.kindermorgan.com)  and complied with the
last grammatical  paragraph of this Section 5.01 in respect thereof,  and (y) if
said  Annual  Report   contains  such   consolidated   balance  sheet  and  such
consolidated  statements of results of income,  comprehensive income,  partners'
capital  and cash  flows,  and the  report  thereon of such  independent  public
accountants (without qualification or exception, and to the effect, as specified
above), the Company shall not be required to comply with clause (ii);

          (b) within  five days after each date in each fiscal year on which the
Company is required to file a Quarterly  Report on Form 10-Q with the SEC or, if
earlier,  fifty days after the end of each  fiscal  quarter  (i) such  Quarterly
Report,  and (ii) its  consolidated  balance sheet and the related  consolidated
statements of income and cash flows as of the end of and for the fiscal  quarter
to which said  Quarterly  Report  relates  and the then  elapsed  portion of the
fiscal year,  setting forth in each case in  comparative  form the figures as of
the end and for the corresponding period or periods of the previous fiscal year,
all certified by a Responsible Officer


<PAGE>


as  presenting  fairly in all material  respects  the  financial  condition  and
results of  operations  of the Company and the  Subsidiaries  on a  consolidated
basis in accordance with GAAP,  subject to normal year-end audit adjustments and
the absence of  footnotes;  provided,  however,  that (x) the  Company  shall be
deemed to have furnished said Quarterly  Report for purposes of clause (i) if it
shall have timely made the same  available on "EDGAR" and/or on its home page on
the   worldwide   web   (at   the   date   of   this   Agreement    located   at
http://www.kindermorgan.com) and complied with the last grammatical paragraph of
this Section 5.01 in respect thereof,  and (y) if said Quarterly Report contains
such consolidated  balance sheet and consolidated  statements of income and cash
flows, and such certifications, the Company shall not be required to comply with
clause (ii);

          (c)  simultaneously  with  the  delivery  of  each  set  of  financial
statements  referred  to  in  clauses  (a)  and  (b)  above,  a  certificate  in
substantially  the form of Exhibit  5.01 signed by an  authorized  financial  or
accounting  officer of the Company (i) setting  forth in  reasonable  detail the
calculations  required to establish  whether the Company was in compliance  with
the requirements of Section  6.06(a),  (b) and (c) on the date of such financial
statements,  and (ii) stating  whether any Default or Event of Default exists on
the date of such  certificate  and,  if any  Default  or Event of  Default  then
exists,  setting  forth the details  thereof and the action which the Company is
taking or proposes to take with respect thereto;

          (d)  simultaneously  with  the  delivery  of  each  set  of  financial
statements  referred  to in  clause  (a)  above,  a  statement  of the  firm  of
independent  public  accountants  which  reported on such  statements  (i) as to
whether  anything has come to their  attention to cause them to believe that any
Default or Event of  Default  existed  on the date of such  statements  and (ii)
confirming the  calculations  set forth in the officer's  certificate  delivered
simultaneously  therewith pursuant to clause (c) above; provided,  however, that
such  accountants  shall not be liable to anyone by reason of their  failure  to
obtain knowledge of any Default or Event of Default which would not be disclosed
in the  course of an audit  conducted  in  accordance  with  generally  accepted
auditing standards;

          (e) prompt written notice of the following:

                    (i) the  occurrence  of any  Default  or Event of Default or
          Change in Control Event and

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

(each  notice  delivered  under  this  Section  5.01(e) to be  accompanied  by a
statement of a  Responsible  Officer  setting  forth the details of the event or
development  requiring  such notice and any action taken or proposed to be taken
with respect thereto);

          (f)  promptly  upon  receipt  thereof,  a copy of each other report or
letter  submitted to the Company by independent  accountants in connection  with
any annual,  interim or special  audit made by them of the books of the Company,
and a copy of any  response by the  Company,  or the Board of  Directors  of the
general partner of the Company, to such letter or report;



<PAGE>


          (g) without duplication of any other requirement of this Section 5.01,
promptly  upon the  mailing  thereof to the public  unitholders  of the  Company
generally,  copies of all financial statements,  reports and proxy statements so
mailed;

          (h)  promptly  upon the  filing  thereof  with the SEC,  copies of all
registration  statements  (other than the exhibits  thereto and any registration
statements  on Form S-8 or its  equivalent)  and  reports  on Form 8-K which the
Company shall have filed with the SEC;

          (i) if and when any member of the ERISA Group (i) gives or is required
to give notice to the PBGC of any "reportable event" (as defined in Section 4043
of ERISA)  (other than such event as to which the 30-day notice  requirement  is
waived)  with  respect  to  any  Plan  which  might  constitute  grounds  for  a
termination  of such  Plan  under  Title IV of  ERISA,  or  knows  that the plan
administrator  of any Plan has given or is  required  to give notice of any such
reportable  event,  a copy of the  notice  of such  reportable  event  given  or
required to be given to the PBGC;  (ii)  receives  notice of complete or partial
withdrawal  liability  under Title IV of ERISA or notice that any  Multiemployer
Plan is in reorganization,  is insolvent or has been terminated,  a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate,  impose  liability  (other than for premiums under Section 4007 of
ERISA) in respect  of, or appoint a trustee to  administer  any Plan,  a copy of
such notice;  (iv) applies for a waiver of the minimum  funding  standard  under
Section 412 of the Code, a copy of such application;  (v) gives notice of intent
to terminate any Plan under Section  4041(c) of ERISA, a copy of such notice and
other  information filed with the PBGC; (vi) gives notice of withdrawal from any
Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to
make any payment or contribution to any Plan or Multiemployer Plan or in respect
of any  Benefit  Arrangement  or makes  any  amendment  to any  Plan or  Benefit
Arrangement  which has resulted or could result in the  imposition  of a Lien or
the posting of a bond or other  security,  a certificate of the chief  financial
officer or the chief accounting  officer of the Company setting forth details as
to such occurrence and action, if any, which the Company or applicable member of
the ERISA Group is required or proposes to take; and

          (j) from time to time such other  information  regarding the business,
affairs or financial  condition of the Company or any Subsidiary as the Required
Lenders or the Administrative Agent may reasonably request.

           Information  required to be  delivered  pursuant to Section  5.01(a),
5.01(b),  5.01(g) or 5.01(h) above shall be deemed to have been delivered on the
date on which the Company  provides notice to the  Administrative  Agent and the
Lenders  that such  information  has been  posted on  "EDGAR"  or the  Company's
website or another  website  identified  in such  notice and  accessible  by the
Administrative  Agent and the Lenders  without  charge  (and the Company  hereby
agrees to provide such  notice);  provided that such notice may be included in a
certificate delivered pursuant to Section 5.01(c).

     SECTION 5.02  Existence,  Conduct of Business.  The Company will,  and will
cause each of the  Material  Subsidiaries  to, 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


<PAGE>


to the conduct of its business;  provided that the foregoing  shall not prohibit
any merger,  consolidation,  liquidation or dissolution  permitted under Section
6.02.

     SECTION 5.03 Payment of Obligations.  The Company will, and will cause each
of the  Subsidiaries  to, pay,  before the same shall  become  delinquent  or in
default,  its obligations,  including tax liabilities,  that, if not paid, could
result in a Material  Adverse  Effect,  except  where (a) the validity or amount
thereof is being  contested in good faith by  appropriate  proceedings,  (b) the
Company or such  Subsidiary  has set aside on its books  adequate  reserves with
respect  thereto in  accordance  with GAAP,  and (c) the failure to make payment
pending such contest  could not  reasonably  be expected to result in a Material
Adverse Effect.

     SECTION 5.04  Maintenance  of Properties;  Insurance.  (a) The Company will
keep, and will cause each Material  Subsidiary to keep, all property  useful and
necessary in its business in good working order and condition, ordinary wear and
tear excepted.

          (b) The Company will maintain or cause to be  maintained  with, in the
good faith judgment of the Company, financially sound and reputable insurers, or
through  self-insurance,  insurance  with respect to its properties and business
and the properties and businesses of the Subsidiaries  against loss or damage of
the kinds  customarily  insured  against by business  enterprises of established
reputation  engaged in the same or similar business and similarly  situated,  of
such  types  and in  such  amounts  as are  customarily  carried  under  similar
circumstances   by  such  other   corporations.   Such   insurance  may  include
self-insurance  or be subject to co-insurance,  deductibility or similar clauses
which, in effect, result in self-insurance of certain losses, provided that such
self-insurance is in accord with the approved practices of business  enterprises
of established reputation similarly situated and adequate insurance reserves are
maintained in connection  with such  self-insurance,  and,  notwithstanding  the
foregoing  provisions  of this  Section 5.04 the Company or any  Subsidiary  may
effect workers'  compensation  or similar  insurance in respect of operations in
any state or other  jurisdiction  either  through an insurance  fund operated by
such state or other  jurisdiction  or by causing  to be  maintained  a system or
systems of self-insurance in accord with applicable laws.

     SECTION 5.05 Books and Records;  Inspection  Rights.  The Company will, and
will cause each of the  Subsidiaries to, keep proper books of record and account
in  which  full,  true  and  correct  entries  are  made  of  all  dealings  and
transactions in relation to its business and  activities.  The Company will, and
will cause each of the Subsidiaries to, permit any representatives designated by
the  Administrative  Agent or any Lender,  upon  reasonable  prior notice during
normal business hours, to visit and inspect its properties,  to examine and make
extracts from its books and records (subject to compliance with  confidentiality
agreements and applicable  copyright law), and to discuss its affairs,  finances
and condition with its officers and independent accountants,  all at such times,
and as often, as reasonably requested.

     SECTION 5.06 Compliance with Laws. The Company will, and will cause each of
the Subsidiaries to, comply with all Requirements of Law 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.



<PAGE>


     SECTION 5.07 Use of  Proceeds.  The proceeds of the Loans will be used only
for (a) refinancing  commercial  paper and (b) working capital and other general
partnership purposes.

                                   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
and all Letters of Credit have expired or  terminated  and all LC  Disbursements
shall have been  reimbursed,  the Company  covenants and agrees with the Lenders
that:

     SECTION  6.01  Liens.  The  Company  will  not,  and  will not  permit  any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter  acquired by it, or assign or sell any income or
revenues  (including  accounts  receivable) or rights in respect of any thereof,
except:

          (a) Permitted Encumbrances;

          (b) Liens  existing on any property or asset prior to the  acquisition
thereof by the Company or any Subsidiary or existing on any property or asset of
any Person that  becomes a  Subsidiary  after the date hereof  prior to the time
such Person becomes a Subsidiary and securing Indebtedness whose incurrence, for
purposes of this Agreement,  by virtue of acquisition of such property or asset,
or by virtue of such  Person so  becoming  a  Subsidiary,  would not result in a
violation of Section  6.06(a),  (b) or (c);  provided  that (i) such Lien is not
created in  contemplation  of or in  connection  with such  acquisition  or such
Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply
to any other  property  or assets of the Company or any  Subsidiary,  (iii) such
Lien shall  secure only those  obligations  which it secures on the date of such
acquisition  or the date such Person  becomes a Subsidiary,  as the case may be,
and  extensions,  renewals  and  replacements  thereof  that do not increase the
outstanding  principal amount thereof. For purposes of this Section 6.01(c), the
Indebtedness so secured shall be deemed to have been incurred on the last day of
the fiscal quarter then most recently ended.

          (c) Liens,  not otherwise  permitted by the foregoing  clauses (a) and
(b),  securing  Indebtedness  and  payment  obligations  in  respect  of Hedging
Agreements in an aggregate amount not exceeding 10% of Consolidated Net Tangible
Assets.(d)  Liens in favor of Chevron  U.S.A.,  Inc.  granted  by Kinder  Morgan
Louisiana Pipeline Holding, LLC (the "Grantor"), for the benefit of the Grantees
(as defined in the Purchase Option Agreement dated October 27, 2005 by and among
the Grantor and the Grantees) and securing the Grantor's obligations thereunder.
SECTION 6.02 Fundamental  Changes. The Company will not, and will not permit any
Subsidiary  to, 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 stock of or
other  equity  interest in any of the  Subsidiaries  (in each case,  whether now
owned or hereafter acquired), or liquidate or dissolve, unless: (a) at the time


<PAGE>


thereof  and  immediately  after  giving  effect  thereto no Event of Default or
Default  shall  have  occurred  and be  continuing;  and (b) the  Company is the
surviving  entity or the  recipient of any such sale,  transfer,  lease or other
disposition  of assets,  provided,  that no such  merger,  consolidation,  sale,
transfer,  lease or other  disposition  shall have the effect of  releasing  the
Company from any of the Obligations.

     SECTION 6.03 Restricted Payments. The Company will not, and will not permit
any of the Subsidiaries  to, declare or make, or agree to pay or make,  directly
or indirectly, any Restricted Payment.

     SECTION 6.04 Transactions  with Affiliates.  The Company will not, and will
not permit any of the  Subsidiaries  to, sell,  lease or otherwise  transfer any
property or assets to, or purchase,  lease or otherwise  acquire any property or
assets from,  or otherwise  engage in any other  transactions  with,  any of its
Affiliates, except (a) in the ordinary course of business at prices and on terms
and conditions not less favorable to the Company or such  Subsidiary  than could
be  obtained  on  an  arm's-length  basis  from  unrelated  third  parties,  (b)
transactions between or among the Company and the Wholly-owned  Subsidiaries not
involving  any  other  Affiliate,  (c) any  payment  which  would  constitute  a
Restricted Payment but for the proviso to the definition of said term in Section
1.01 and (d) loans and advances by the Company to the General  Partner to enable
the  General  Partner  to pay  general  and  administrative  costs and  expenses
pursuant to the partnership agreement of the Company and in accordance with past
practices.

     SECTION  6.05  Restrictive  Agreements.  The Company will not, and will not
permit any of the Subsidiaries to, directly or indirectly,  enter into, incur or
permit to exist any agreement or other arrangement that prohibits,  restricts or
imposes any  condition  upon the ability of any  Subsidiary  to pay dividends or
other  distributions  with respect to any shares of its Capital Stock or to make
or repay loans or advances to the Company or any other such Subsidiary, provided
that the foregoing shall not apply to (a) restrictions and conditions imposed by
law or by this Agreement, (b) customary restrictions and conditions contained in
agreements relating to the sale of all or substantially all of the Capital Stock
or assets of a Subsidiary  pending such sale,  provided  such  restrictions  and
conditions  apply  only to the  Subsidiary  that is to be sold and such  sale is
permitted  hereunder and (c)  restrictions  and conditions  existing on the date
hereof  identified on Schedule 6.05 (but shall apply to any extension or renewal
of,  or  any  amendment  or  modification  expanding  the  scope  of,  any  such
restriction or condition)

     SECTION 6.06  Financial  Covenants.  The Company will observe and cause the
Subsidiaries to observe each of the following requirements:

          (a) Ratio of Consolidated  Indebtedness to  Consolidated  EBITDA.  The
Company will not at any time permit the ratio of  Consolidated  Indebtedness  to
Consolidated  EBITDA for the four full fiscal  quarters most  recently  ended in
respect of which  financial  statements  shall have been  delivered  pursuant to
Section  5.01(a) or (b), as the case may be, to exceed 5.00 to 1.0. For purposes
of this Section  6.06(a),  if during any period the Company  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 Company in such Person times the EBITDA of such
Person, for such period determined on a pro forma basis (which determination, in


<PAGE>


each case,  shall be subject to  approval  of the  Required  Lenders,  not to be
unreasonably  withheld) may be included as Consolidated  EBITDA for such period,
if on the date of such  acquisition  no  Indebtedness  (other than  Indebtedness
permitted  pursuant  to Section  6.06(b))  is  incurred  by reason of and giving
effect to such acquisition and such Person, or the entity acquiring such assets,
as the case may be, is a Subsidiary.  For purposes of  ascertaining  whether the
Required  Lenders have approved a  determination  of the EBITDA  attributable to
acquired  assets,  or  the  assets  of an  acquired  Person,  for  inclusion  in
Consolidated EBITDA for any period pursuant to the foregoing sentence,  a Lender
which  has not,  within  10 days  after  its  receipt  of the  certificate  of a
Responsible  Officer required by the last sentence of Section 5.01,  objected to
the inclusion in Consolidated EBITDA as set forth therein of an amount of EBITDA
attributable to such acquired assets or the assets of such acquired  Person,  as
the case may be, shall be deemed to have approved both the determination of such
amount of EBITDA so included,  and the inclusion thereof in Consolidated  EBITDA
pursuant to the foregoing sentence.

          (b)  Total  Indebtedness  (excluding  Indebtedness  of a  consolidated
Subsidiary of the Company owed to the Company or to any Wholly-owned Subsidiary)
of all  consolidated  Subsidiaries  shall at no time exceed 15% of  Consolidated
Indebtedness.

          (c)  Consolidated  Indebtedness  shall at no time  exceed 65% of Total
Capitalization.

                                   ARTICLE VII
                                EVENTS OF DEFAULT

     SECTION 7.01 Events of Default and Remedies. If any of the following events
("Events of Default") shall occur and be continuing:

          (a) the  principal  of any  Loan or any  reimbursement  obligation  in
respect  of any LC  Disbursement  shall not be paid  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) 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  or any other Loan  Document  shall not be paid,  when and as the same
shall become due and payable,  and such failure shall continue  unremedied for a
period of three Business Days;

          (c) any  representation  or warranty  made herein or by the Company in
any other Loan Document or in any document,  certificate or financial  statement
delivered in connection  with this  Agreement or any other Loan  Document  shall
prove to have been incorrect in any material respect when made or deemed made or
reaffirmed, as the case may be;

          (d) the  Company  shall  fail to  observe  or  perform  any  covenant,
condition or agreement  contained in Section  5.01(e)(i),  5.02 (with respect to
the Company's existence) or 5.07 or in Article VI;

          (e) the  Company  shall fail to perform  or  observe  any other  term,
covenant or agreement contained in this Agreement (other than those specified in
Section 7.01(a),  Section 7.01(b) or Section 7.01(d)) or any other Loan Document
to which


<PAGE>


it is a party and, in any event,  such failure  shall remain  unremedied  for 30
calendar days after the earlier of (i) written notice of such failure shall have
been given to the Company by the  Administrative  Agent or any Lender or, (ii) a
Responsible Officer of the Company becomes aware of such failure;

          (f) other than as specified in Section 7.01(a) or (b), (i) the Company
or any Subsidiary  fails to make (whether as primary  obligor or as guarantor or
other  surety) any payment of principal  of, or interest or premium,  if any, on
any item or items of Indebtedness (other than as specified in Section 7.01(a) or
Section  7.01(b)) or any payment in respect of any Hedging  Agreement beyond any
period of grace provided with respect thereto (not to exceed 30 days);  provided
that the aggregate  outstanding  principal amount of all Indebtedness or payment
obligations  in respect  of all  Hedging  Agreements  as to which such a payment
default  shall occur and be continuing  is equal to or exceeds  $75,000,000,  or
(ii) the Company or any Subsidiary fails to duly observe, perform or comply with
any  agreement  with any Person or any term or condition of any  instrument,  if
such failure,  either  individually or in the aggregate,  shall have resulted in
the  acceleration of the payment of  Indebtedness  with an aggregate face amount
which is equal to or exceeds  $75,000,000;  provided  that this Section  7.01(f)
shall not apply to  secured  Indebtedness  that  becomes  due as a result of the
voluntary sale or transfer of the property or assets securing such Indebtedness,
so long as such Indebtedness is paid in full when due;

          (g) an involuntary case shall be commenced or an involuntary  petition
shall be filed  seeking  (i)  liquidation,  reorganization  or other  relief  in
respect  of the  Company  or any  Material  Subsidiary  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 Company or any Material Subsidiary 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;

          (h) the Company,  or any  Material  Subsidiary  shall (i)  voluntarily
commence any proceeding or file any petition  seeking  liquidation,  winding-up,
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 Section  7.01(g),  (iii) apply for or
consent to the  appointment  of a receiver,  trustee,  custodian,  sequestrator,
conservator  or similar  official for the Company or any Material  Subsidiary 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;

          (i) the Company or any Material Subsidiary shall become unable,  admit
in writing or fail generally to pay its debts as they become due;

          (j) (i) the General  Partner fails to make (whether as primary obligor
or as  guarantor or other  surety) any payment of  principal  of, or interest or
premium, if any, on any item or items of Indebtedness beyond any period of grace
provided  with  respect  thereto  (not to  exceed 30  days);  provided  that the
aggregate outstanding principal amount of all such Indebtedness as to which such
a payment


<PAGE>


default  shall occur and be continuing  is equal to or exceeds  $75,000,000,  or
(ii) the  General  Partner  fails to duly  observe,  perform or comply  with any
agreement  with any Person or any term or condition of any  instrument,  if such
failure,   individually  or  in  the  aggregate,  shall  have  resulted  in  the
acceleration of the payment of Indebtedness  with an aggregate face amount which
is equal to or exceeds $75,000,000; provided that this Section 7.01(j) shall not
apply to secured Indebtedness that becomes due as a result of the voluntary sale
or transfer of the property or assets securing such Indebtedness so long as such
Indebtedness is paid in full when due;

          (k) one or more  judgments  for the  payment of money in an  aggregate
amount in excess of  $75,000,000  shall be  rendered  against the  Company,  any
Subsidiary 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  Company  or any  Subsidiary  to  enforce  any such
judgment;

          (l) any member of the ERISA Group shall fail to pay when due an amount
which it shall have become  liable to pay under Title IV of ERISA;  or notice of
intent to  terminate a Plan shall be filed under Title IV of ERISA by any member
of the ERISA Group, any plan  administrator or any combination of the foregoing;
or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to
impose  liability  (other  than for  premiums  under  Section  4007 of ERISA) in
respect of, or to cause a trustee to be appointed to  administer  any Plan; or a
condition  shall exist by reason of which the PBGC would be entitled to obtain a
decree  adjudicating  that any Plan must be  terminated;  or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5)  of ERISA,  with  respect to, one or more  Multiemployer  Plans which
could cause one or more  members of the ERISA  Group to incur a current  payment
obligation;  and in  each  of  the  foregoing  instances  such  condition  could
reasonably be expected to result in a Material Adverse Effect;

          (m) the  Company or any  Affiliate  of the Company  shall  petition or
apply for or obtain any order restricting  payment by any Issuing Bank under any
Letter of Credit or extending such Issuing Bank's liability under such Letter of
Credit beyond the expiration date stated therein or otherwise  agreed to by such
Issuing Bank;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing,  the  Administrative  Agent, may, and upon the written
request of the Required Lenders shall, by written notice  (including notice sent
by  telecopy)  to the  Company (a "Notice  of  Default")  take any or all of the
following actions,  without prejudice to the rights of the Administrative Agent,
any  Lender or other  holder of any of the  Obligations  to  enforce  its claims
against the Company  (provided that, if an Event of Default specified in Section
7.01(g) or  Section  7.01(h)  shall  occur  with  respect to the  Company or any
Subsidiary,  the  result of which  would  occur  upon the  giving of a Notice of
Default  as  specified  in  clauses  (i),  (ii)  and  (v)  below,   shall  occur
automatically  without  the giving of any Notice of  Default):  (i)  declare the
Total  Commitment  terminated,  whereupon the  Commitments  of the Lenders shall
forthwith  terminate  immediately and any accrued  facility fees shall forthwith
become due and payable  without any other  notice of any kind;  (ii) declare the
principal of and any accrued interest in respect of all Loans, and all the other
Obligations owing hereunder and under the other Loan Documents, to be, whereupon
the same shall become, forthwith due and payable without presentment, demand,



<PAGE>


notice of demand or of  dishonor  and  nonpayment,  protest,  notice of protest,
notice of intent to  accelerate,  declaration or notice of  acceleration  or any
other notice of any kind,  all of which are hereby waived by the Company;  (iii)
exercise any rights or remedies  under the Loan  Documents;  (iv)  terminate any
Letter of Credit which may be terminated in accordance  with its terms  (whether
by the giving of written notice to the beneficiary or otherwise); and (v) direct
the Company to comply,  and the Company  agrees that upon receipt of such notice
(or upon the occurrence of an Event of Default  specified in Section  7.01(g) or
Section 7.01(h)) it will comply, with the provisions of Section 2.06(k).

                                  ARTICLE VIII
                            THE ADMINISTRATIVE AGENT

     SECTION  8.01  Appointment,  Powers  and  Immunities.  Each  Lender  hereby
irrevocably appoints and authorizes the Administrative Agent to act as its agent
hereunder  and  under  the  other  Loan   Documents  with  such  powers  as  are
specifically  delegated  to the  Administrative  Agent  by  the  terms  of  this
Agreement and such other Loan Documents,  together with such other powers as are
reasonably  incidental thereto.  The Administrative Agent (which term as used in
this  sentence and in Section 8.05 and the first  sentence of Section 8.06 shall
include  reference to its Affiliates and its  Affiliates'  officers,  directors,
employees, attorneys, accountants, experts and agents): (a) shall have no duties
or responsibilities except those expressly set forth in the Loan Documents,  and
shall not by reason of the Loan  Documents  be a trustee  or  fiduciary  for any
Lender;  (b) makes no  representation or warranty to any Lender and shall not be
responsible  to the Lenders for any  recitals,  statements,  representations  or
warranties contained in this Agreement,  or in any certificate or other document
referred  to or  provided  for  in,  or  received  by any of  them  under,  this
Agreement, or for the value, validity,  effectiveness,  genuineness,  execution,
legality,  enforceability  or  sufficiency  of this  Agreement,  any other  Loan
Document or any other document  referred to or provided for herein or therein or
for  any  failure  by  the  Company  or  any  other   Person   (other  than  the
Administrative  Agent) to perform any of its obligations hereunder or thereunder
or for the  existence  or value of, or the  perfection  or  priority of any Lien
upon,  any  collateral  security  or the  financial  or other  condition  of the
Company, the Subsidiaries or any other obligor or guarantor; (c) except pursuant
to Section 8.07 shall not be required to initiate or conduct any  litigation  or
collection  proceedings  hereunder;  and (d)  shall not be  responsible  for any
action taken or omitted to be taken by it hereunder or under any other  document
or  instrument  referred to or  provided  for herein or in  connection  herewith
including  its own  ordinary  negligence,  except for its own gross  negligence,
willful  misconduct or unlawful  conduct.  The  Administrative  Agent may employ
agents, accountants,  attorneys and experts and shall not be responsible for the
negligence or misconduct of any such agents,  accountants,  attorneys or experts
selected by it in good faith or any action  taken or omitted to be taken in good
faith by it in accordance with the advice of such agents, accountants, attorneys
or experts.  The Administrative  Agent may deem and treat the payee named in any
Note as the holder  thereof for all purposes  hereof  unless and until a written
notice of the assignment or transfer thereof permitted hereunder shall have been
filed with the Administrative  Agent. The Administrative  Agent is authorized to
release any cash  collateral  that is permitted  to be released  pursuant to the
terms of this Agreement.



<PAGE>


     SECTION 8.02 Reliance by  Administrative  Agent. The  Administrative  Agent
shall be entitled to rely upon any certification,  notice or other communication
(including  any  thereof by  telephone,  telex,  telecopier,  telegram or cable)
believed  by it to be genuine  and correct and to have been signed or sent by or
on behalf of the proper  Person or Persons,  and upon advice and  statements  of
legal  counsel,  independent  accountants  and  other  experts  selected  by the
Administrative Agent in good faith.

     SECTION 8.03 Defaults;  Events of Default.  The Administrative  Agent shall
not be deemed to have  knowledge of the  occurrence  of a Default or an Event of
Default  (other than the  non-payment of principal of or interest on Loans or of
fees or failure to reimburse LC Disbursements)  unless the Administrative  Agent
has  received  notice from a Lender or the Company  specifying  such  Default or
Event of Default and stating that such notice is a "Notice of  Default".  In the
event that the Administrative  Agent receives such a notice of the occurrence of
a Default or Event of Default, the Administrative Agent shall give prompt notice
thereof to the Lenders.  In the event of a payment  Default or Event of Default,
the  Administrative  Agent  shall give each  Lender  prompt  notice of each such
payment Default or Event of Default.

     SECTION 8.04 Rights as a Lender.  With respect to its  Commitments  and the
Loans made by it and its issuance, or its participation in the issuance, of each
Letter of Credit, Wachovia (and any successor acting as Administrative Agent) in
its  capacity  as a Lender  hereunder  shall  have the same  rights  and  powers
hereunder  as any other  Lender and may  exercise the same as though it were not
acting as the  Administrative  Agent,  and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates,  include the Administrative Agent in its
individual capacity. Wachovia (and any successor acting as Administrative Agent)
and its Affiliates may (without having to account therefor to any Lender) accept
deposits from, lend money to and generally engage in any kind of banking,  trust
or other business with the Company (and any of its Affiliates) as if it were not
acting as the Administrative  Agent. Wachovia and its Affiliates may accept fees
and other  consideration  from the Company for services in connection  with this
Agreement or otherwise without having to account for the same to the Lenders.

     SECTION  8.05   INDEMNIFICATION.   THE  LENDERS   AGREE  TO  INDEMNIFY  THE
ADMINISTRATIVE  AGENT AND THE SYNDICATION AGENT RATABLY IN ACCORDANCE WITH THEIR
APPLICABLE  PERCENTAGES FOR THE INDEMNITY  MATTERS AS DESCRIBED IN SECTION 10.03
TO THE EXTENT NOT  INDEMNIFIED OR REIMBURSED BY THE COMPANY UNDER SECTION 10.03,
BUT WITHOUT LIMITING THE OBLIGATIONS OF THE COMPANY UNDER SAID SECTION 10.03 AND
FOR ANY AND ALL OTHER  LIABILITIES,  OBLIGATIONS,  LOSSES,  DAMAGES,  PENALTIES,
ACTIONS,  JUDGMENTS,  SUITS,  COSTS,  EXPENSES OR  DISBURSEMENTS OF ANY KIND AND
NATURE  WHATSOEVER  WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE
ADMINISTRATIVE  AGENT OR THE SYNDICATION AGENT IN ANY WAY RELATING TO OR ARISING
OUT OF:  (A) THIS  AGREEMENT  OR ANY  OTHER  LOAN  DOCUMENT  CONTEMPLATED  BY OR
REFERRED  TO HEREIN OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY,  BUT  EXCLUDING,
UNLESS A DEFAULT OR AN EVENT OF DEFAULT HAS OCCURRED AND IS  CONTINUING,  NORMAL
ADMINISTRATIVE  COSTS AND  EXPENSES  INCIDENT TO THE  PERFORMANCE  OF ITS AGENCY



<PAGE>


DUTIES,  IF ANY,  HEREUNDER OR (B) THE  ENFORCEMENT  OF ANY OF THE TERMS OF THIS
AGREEMENT  OR OF ANY OTHER LOAN  DOCUMENT;  WHETHER OR NOT ANY OF THE  FOREGOING
SPECIFIED IN THIS SECTION 8.05 ARISES FROM THE SOLE OR CONCURRENT  NEGLIGENCE OF
THE ADMINISTRATIVE  AGENT OR THE SYNDICATION AGENT, AS THE CASE MAY BE; PROVIDED
THAT NO LENDER SHALL BE LIABLE FOR ANY OF THE FOREGOING TO THE EXTENT THEY ARISE
FROM THE  GROSS  NEGLIGENCE,  WILLFUL  MISCONDUCT  OR  UNLAWFUL  CONDUCT  OF THE
ADMINISTRATIVE AGENT OR THE SYNDICATION AGENT.

     SECTION  8.06  Non-Reliance  on  Agents  and  other  Lenders.  Each  Lender
acknowledges and agrees that it has,  independently  and without reliance on the
Administrative  Agent, the Syndication  Agent or any other Lender,  and based on
such documents and information as it has deemed appropriate, made its own credit
analysis of the Company and the Subsidiaries and its decision to enter into this
Agreement,  and  that it  will,  independently  and  without  reliance  upon the
Administrative  Agent, the Syndication  Agent or any other Lender,  and based on
such  documents  and  information  as it shall  deem  appropriate  at the  time,
continue to make its own analysis and  decisions in taking or not taking  action
under this Agreement. Neither the Administrative Agent nor the Syndication Agent
shall be required to keep itself informed as to the performance or observance by
the Company of this  Agreement,  the other Loan  Documents or any other document
referred to or provided for herein or to inspect the  properties or books of the
Company.  Except  for  notices,  reports  and other  documents  and  information
expressly  required to be furnished to the Lenders by the  Administrative  Agent
hereunder, neither the Administrative Agent nor the Syndication Agent shall have
any duty or  responsibility  to  provide  any  Lender  with any  credit or other
information  concerning  the  affairs,  financial  condition  or business of the
Company (or any of its  Affiliates)  which may come into the  possession  of the
Administrative Agent, the Syndication Agent or any of its respective Affiliates.
In this regard,  each Lender acknowledges that Andrews Kurth L.L.P. is acting in
this  transaction  as special  counsel to the  Administrative  Agent only.  Each
Lender  will  consult  with its own legal  counsel to the  extent  that it deems
necessary in connection  with this  Agreement  and other Loan  Documents and the
matters contemplated herein and therein.

     SECTION  8.07 Action by  Administrative  Agent.  Except for action or other
matters  expressly   required  of  the  Administrative   Agent  hereunder,   the
Administrative  Agent  shall in all  cases  be fully  justified  in  failing  or
refusing to act hereunder unless it shall (a) receive written  instructions from
the  Required  Lenders (or all of the Lenders as  expressly  required by Section
10.02)  specifying  the  action  to be  taken,  and  (b) be  indemnified  to its
satisfaction by the Lenders against any and all liability and expenses which may
be incurred by it by reason of taking or continuing to take any such action. The
instructions  of the  Required  Lenders  (or  all of the  Lenders  as  expressly
required  by  Section  10.02) and any  action  taken or failure to act  pursuant
thereto by the Administrative Agent shall be binding on all of the Lenders. If a
Default or Event of Default has occurred and is continuing,  the  Administrative
Agent shall take such action with respect to such Default or Event of Default as
shall be directed by the Required  Lenders (or all of the Lenders as required by
Section 10.02) in the written instructions (with indemnities)  described in this
Section 8.07;  provided that,  unless and until the  Administrative  Agent shall
have received such directions,  the  Administrative  Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such  Default  or Event of Default  as it shall  deem  advisable  in the best



<PAGE>


interests of the Lenders. In no event,  however,  shall the Administrative Agent
be  required  to take any  action  which  exposes  the  Administrative  Agent to
personal liability or which is contrary to this Agreement or applicable law.

     SECTION 8.08 Resignation or Removal of Administrative Agent. Subject to the
appointment  and  acceptance  of a  successor  Administrative  Agent as provided
below, the Administrative  Agent may resign at any time by giving notice thereof
to the Lenders and the Company,  and the Administrative  Agent may be removed at
any  time  with  or  without  cause  by the  Required  Lenders.  Upon  any  such
resignation or removal,  the Required  Lenders shall have the right to appoint a
successor  Administrative  Agent  (so long as no  Default  or  Event of  Default
exists) with the prior written  consent of the Company  (which  consent will not
unreasonably be withheld). If no successor  Administrative Agent shall have been
so appointed by the Required  Lenders and shall have accepted  such  appointment
within  thirty (30) days after the  retiring  Administrative  Agent's  giving of
notice  of  resignation  or  the  Required  Lenders'  removal  of  the  retiring
Administrative  Agent, then the retiring  Administrative Agent may, on behalf of
the Lenders,  appoint a successor Administrative Agent (so long as no Default or
Event of Default  exists) with the prior written  consent of the Company  (which
consent  will  not  unreasonably  be  withheld).  Upon  the  acceptance  of such
appointment  hereunder  by a  successor  Administrative  Agent,  such  successor
Administrative  Agent shall thereupon  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.  After any retiring Administrative Agent's resignation or
removal hereunder as  Administrative  Agent, the provisions of this Article VIII
and  Section  10.03  shall  continue in effect for its benefit in respect of any
actions  taken  or  omitted  to be  taken  by it  while  it  was  acting  as the
Administrative Agent.

     SECTION 8.09 Duties of Syndication Agent.  Notwithstanding the indemnity of
the  Syndication  Agent  contained in Section  8.05,  nothing  contained in this
Agreement  shall be construed to impose any obligation or duty whatsoever on any
Person named on the cover of this  Agreement  or elsewhere in this  Agreement as
Syndication Agent,  Joint Lead Arranger or Joint Book Manager,  other than those
applicable to all Lenders as such.

                                   ARTICLE IX
                             INTENTIONALLY OMITTED


                                   ARTICLE X.
                                  MISCELLANEOUS

     SECTION 10.01 Notices, Etc. (a) The Administrative Agent, any Issuing Bank,
any Lender or the holder of any of the Obligations,  giving consent or notice or
making any request of the Company  provided  for  hereunder,  shall  notify each
Lender (in the case of the Administrative Agent and/or any Issuing Bank) and the
Administrative  Agent (in the case of a Lender or an Issuing Bank)  thereof.  In
the event that the holder of any Note or any of the  Obligations  (including any
Lender) shall transfer such Note or Obligations, it shall promptly so advise the
Administrative  Agent which shall be  entitled  to assume  conclusively  that no
transfer  of any  Note or any of the  Obligations  has been  made by any  holder
(including  any  Lender)  unless  and until the  Administrative  Agent  receives
written notice to the contrary.


<PAGE>


          (b) Except with respect to notices and other communications  expressly
permitted to be given by telephone, all notices, consents, requests,  approvals,
demands and other communications  (collectively  "Communications")  provided for
herein  shall be in writing  (including  facsimile  Communications)  and mailed,
telecopied or delivered:

          (i) if to the Company, to it at:

                500 Dallas, Suite 1000
                Houston, Texas 77002
                Attention:C. Park Shaper
                Telecopy No:   (713) 369-9499;

          (ii) if to the Administrative Agent, to it at:

                Wachovia Capital Markets LLC
                1001 Fannin Street, Suite 2255
                Houston, Texas 77002
                Attention:  Russell Clingman
                Telecopy No.:  (713)-650-6354;

          (iv) if to the Swingline Lender, to it at:

                Wachovia Capital Markets LLC
                1001 Fannin Street, Suite 2255
                Houston, Texas 77002
                Attention:  Russell Clingman
                Telecopy No.: (713) 650-6354; and

          (v) if to  any  other  Lender  or to any  Issuing  Bank,  to it at its
     address (or telecopy number) set forth in the Administrative  Questionnaire
     delivered by such Person to the  Administrative  Agent or in the Assignment
     and Acceptance executed by such Person;

or, in the case of any party hereto,  such other  address or telecopy  number as
such  party  may  hereafter  specify  for such  purpose  by  notice to the other
parties.

          (c)  Communications  to the  Lenders  hereunder  may be  delivered  or
furnished by electronic  communications  pursuant to procedures  approved by the
Administrative  Agent;  provided that the  foregoing  shall not apply to notices
pursuant to Article II unless otherwise agreed by the  Administrative  Agent and
the  applicable  Lender.  The  Administrative  Agent or the Company  may, in its
discretion,  agree to accept notices and other communications to it hereunder by
electronic  communications  pursuant to procedures approved by it; provided that
approval  of  such   procedures   may  be  limited  to  particular   notices  or
communications.



<PAGE>


          (d) 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  10.02  Waivers;  Amendments.  (a)  No  failure  or  delay  by  the
Administrative  Agent,  any  Issuing  Bank or any Lender in  exercising,  and no
course of dealing with respect to, 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.  No notice to or demand on the  Company in any case shall
entitle the Company to any other or further notice or demand in similar or other
circumstances.  No waiver of any  provision of this  Agreement or consent to any
departure  therefrom  shall in any event be  effective  unless the same shall be
permitted  by  Section  10.02(b),  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 or
issuance of a Letter of Credit shall not be construed as a waiver of any Default
or Event of Default,  regardless of whether the Administrative Agent, any Lender
or any  Issuing  Bank may have had notice or  knowledge  of such  Default at the
time.

          (b) No  provision  of  this  Agreement  or  any  other  Loan  Document
provision may be waived,  amended or modified except pursuant to an agreement or
agreements in writing entered into by the Company and the Required Lenders or by
the  Company  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 LC Disbursement or reduce the rate of interest thereon, or
reduce any fees payable  hereunder or under the Fee Letter,  without the written
consent of each Lender  affected  thereby,  (iii) postpone the scheduled date of
payment of the principal  amount of any Loan or LC  Disbursement  (including any
payment  required by Section  2.10(b)),  or any  interest  thereon,  or any fees
payable  hereunder  or under the Fee Letter,  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, or (v)
change any of the  provisions  of this Section  10.02(b),  Section  10.05 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 or any Issuing Bank  hereunder  without the prior  written  consent of the
Administrative Agent or such Issuing Bank, as the case may be.

     SECTION 10.03 Payment of Expenses, Indemnities, etc. The Company agrees:


<PAGE>


          (a) to pay (i) all reasonable  out-of-pocket  expenses incurred by the
Administrative Agent and its Affiliates,  including the reasonable fees, charges
and  disbursements of counsel for the  Administrative  Agent, in connection with
the syndication of the credit  facilities  provided for herein,  the preparation
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof, (ii) all reasonable out-of-pocket expenses incurred by
any  Issuing  Bank in  connection  with  the  issuance,  amendment,  renewal  or
extension of any Letter of Credit or any demand for payment thereunder and (iii)
all  out-of-pocket  expenses incurred by the  Administrative  Agent, any Issuing
Bank or any Lender, including the fees, charges and disbursements of any counsel
for the Administrative Agent, any Issuing Bank 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 or
Letters of Credit issued hereunder,  including all such  out-of-pocket  expenses
incurred  during any workout,  restructuring  or negotiations in respect of such
Loans or Letters of Credit.

          (b) TO INDEMNIFY THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, EACH
ISSUING  BANK AND EACH  LENDER  AND EACH OF THEIR  AFFILIATES  AND EACH OF THEIR
OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES,  AGENTS, ATTORNEYS, ACCOUNTANTS
AND EXPERTS ("INDEMNIFIED PARTIES") FROM, HOLD EACH OF THEM HARMLESS AGAINST AND
PROMPTLY UPON DEMAND PAY OR REIMBURSE  EACH OF THEM FOR, THE  INDEMNITY  MATTERS
WHICH MAY BE REASONABLY  INCURRED BY OR ASSERTED  AGAINST OR INVOLVE ANY OF THEM
(WHETHER  OR NOT ANY OF THEM IS  DESIGNATED  A PARTY  THERETO)  AS A RESULT  OF,
ARISING OUT OF OR IN ANY WAY  RELATED TO (I) ANY ACTUAL OR  PROPOSED  USE BY THE
COMPANY OF THE  PROCEEDS  OF ANY OF THE LOANS OR ANY LETTER OF CREDIT,  (II) THE
EXECUTION,  DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS, (III) THE OPERATIONS
OF THE  BUSINESS OF THE COMPANY  AND THE  SUBSIDIARIES,  (IV) THE FAILURE OF THE
COMPANY OR ANY  SUBSIDIARY TO COMPLY WITH THE TERMS OF THIS  AGREEMENT,  OR WITH
ANY REQUIREMENT OF LAW, (V) ANY INACCURACY OF ANY  REPRESENTATION  OR ANY BREACH
OF ANY WARRANTY OF THE COMPANY SET FORTH IN ANY OF THE LOAN DOCUMENTS,  (VI) THE
ISSUANCE,  EXECUTION  AND  DELIVERY  OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY
UNDER ANY LETTER OF CREDIT,  (VII) THE PAYMENT OF A DRAWING  UNDER ANY LETTER OF
CREDIT  NOTWITHSTANDING  THE  NON-COMPLIANCE,  NON-DELIVERY  OR  OTHER  IMPROPER
PRESENTATION OF THE MANUALLY  EXECUTED DRAFT(S) AND  CERTIFICATION(S)  OR (VIII)
ANY OTHER  ASPECT  OF THE LOAN  DOCUMENTS,  INCLUDING  THE  REASONABLE  FEES AND
DISBURSEMENTS  OF COUNSEL AND ALL OTHER  EXPENSES  INCURRED IN  CONNECTION  WITH
INVESTIGATING,   DEFENDING  OR  PREPARING  TO  DEFEND  ANY  SUCH  ACTION,  SUIT,
PROCEEDING (INCLUDING ANY INVESTIGATIONS,  LITIGATION OR INQUIRIES) OR CLAIM AND
INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY  NEGLIGENCE OF
ANY  INDEMNIFIED  PARTY,  BUT EXCLUDING ALL INDEMNITY  MATTERS ARISING SOLELY BY
REASON OF CLAIMS BETWEEN THE LENDERS OR ANY LENDER AND THE ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT OR A



<PAGE>


LENDER'S SHAREHOLDERS AGAINST THE ADMINISTRATIVE AGENT OR LENDER OR BY REASON OF
THE GROSS NEGLIGENCE,  WILLFUL MISCONDUCT OR UNLAWFUL CONDUCT ON THE PART OF THE
INDEMNIFIED PARTY SEEKING INDEMNIFICATION.

          (c) TO INDEMNIFY AND HOLD  HARMLESS FROM TIME TO TIME THE  INDEMNIFIED
PARTIES  FROM AND AGAINST ANY AND ALL LOSSES,  CLAIMS,  COST  RECOVERY  ACTIONS,
ADMINISTRATIVE ORDERS OR PROCEEDINGS,  DAMAGES AND LIABILITIES TO WHICH ANY SUCH
PERSON MAY BECOME  SUBJECT (I) UNDER ANY  ENVIRONMENTAL  LAW  APPLICABLE  TO THE
COMPANY OR ANY  SUBSIDIARY OR ANY OF THEIR  PROPERTIES OR ASSETS,  INCLUDING THE
TREATMENT  OR DISPOSAL OF  HAZARDOUS  MATERIALS  ON ANY OF THEIR  PROPERTIES  OR
ASSETS,  (II) AS A RESULT OF THE BREACH OR  NON-COMPLIANCE BY THE COMPANY OR ANY
SUBSIDIARY  WITH  ANY  ENVIRONMENTAL  LAW  APPLICABLE  TO  THE  COMPANY  OR  ANY
SUBSIDIARY,  (III) DUE TO PAST OWNERSHIP BY THE COMPANY OR ANY SUBSIDIARY OF ANY
OF THEIR  PROPERTIES  OR ASSETS OR PAST  ACTIVITY ON ANY OF THEIR  PROPERTIES OR
ASSETS WHICH,  THOUGH LAWFUL AND FULLY  PERMISSIBLE AT THE TIME, COULD RESULT IN
PRESENT  LIABILITY,  (IV) THE  PRESENCE,  USE,  RELEASE,  STORAGE,  TREATMENT OR
DISPOSAL OF HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED
BY THE  COMPANY OR ANY  SUBSIDIARY,  OR (V) ANY OTHER  ENVIRONMENTAL,  HEALTH OR
SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS.

          (d) No  Indemnified  Party  may  settle  any  claim to be  indemnified
without  the consent of the  indemnitor,  such  consent  not to be  unreasonably
withheld;  provided,  that the indemnitor may not reasonably withhold consent to
any settlement that an Indemnified  Party  proposes,  if the indemnitor does not
have the financial  ability to pay all its obligations  outstanding and asserted
against the  indemnitor  at that time,  including the maximum  potential  claims
against the Indemnified Party to be indemnified pursuant to this Section 10.03.

          (e) In the case of any indemnification  hereunder,  the Administrative
Agent or Lender,  as  appropriate  shall give  notice to the Company of any such
claim or demand being made against the  Indemnified  Party and the Company shall
have the  non-exclusive  right to join in the defense  against any such claim or
demand;  provided that if the Company provides a defense,  the Indemnified Party
shall  bear its own cost of  defense  unless  there is a  conflict  between  the
Company and such Indemnified Party.

          (f) THE FOREGOING  INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES
NOTWITHSTANDING  THE SOLE OR  CONCURRENT  NEGLIGENCE  OF EVERY KIND OR CHARACTER
WHATSOEVER,  WHETHER  ACTIVE  OR  PASSIVE,  WHETHER  AN  AFFIRMATIVE  ACT  OR AN
OMISSION,   INCLUDING,   ALL  TYPES  OF  NEGLIGENT  CONDUCT  IDENTIFIED  IN  THE
RESTATEMENT  (SECOND) OF TORTS OF ONE OR MORE OF THE  INDEMNIFIED  PARTIES OR BY
REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE



<PAGE>


INDEMNIFIED  PARTIES.  TO THE EXTENT THAT AN INDEMNIFIED  PARTY IS FOUND TO HAVE
COMMITTED  AN ACT OF GROSS  NEGLIGENCE  OR  WILLFUL  MISCONDUCT  OR  ENGAGED  IN
UNLAWFUL CONDUCT, THIS CONTRACTUAL  OBLIGATION OF INDEMNIFICATION SHALL CONTINUE
BUT  SHALL  ONLY  EXTEND  TO THE  PORTION  OF THE  CLAIM  THAT IS DEEMED TO HAVE
OCCURRED BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR UNLAWFUL CONDUCT OF THE INDEMNIFIED PARTY.

          (g) The Company's  obligations  under this Section 10.03 shall survive
any termination of this  Agreement,  the payment of the Loans and the expiration
of the Letters of Credit and shall continue thereafter in full force and effect,
for a period of six years.

          (h) To the extent that the Company fails to pay any amount required to
be paid by it to the Administrative Agent or any Issuing Bank under this Section
10.03, each Lender severally agrees to pay to the  Administrative  Agent or such
Issuing  Bank,  as  the  case  may  be,  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 or such
Issuing Bank in its capacity as such.

          (i) The Company  shall pay any amounts  due under this  Section  10.03
within  thirty  (30) days of the  receipt by the Company of notice of the amount
due.

     SECTION 10.04  Successors  and Assigns.  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.  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,  the  Issuing  Banks and the  Lenders)  any legal or
equitable right, remedy or claim under or by reason of this Agreement.

     SECTION 10.05 Assignments and Participations.

          (a) The Company may not assign its rights or obligations  hereunder or
under the Notes or any Letter of Credit  without the prior consent of all of the
Lenders and the Administrative Agent.

          (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 Company and the  Administrative  Agent (and, in the case of an assignment of
all or a portion of a Commitment or any Lender's  obligations  in respect of its
LC Exposure or Swingline  Exposure,  the Issuing Banks and the Swingline Lender)
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



<PAGE>


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  $5,000,000  unless  each of the
Company and the  Administrative  Agent  otherwise  consent,  (iii) each  partial
assignment  shall be made as an  assignment of a  proportionate  part of all the
assigning Lender's rights and obligations under this Agreement, (iv) the parties
to each  assignment  shall  execute and deliver to the  Administrative  Agent an
Assignment and  Acceptance,  together with a processing and  recordation  fee of
$3,500  for each such  assignment,  and (v) the  assignee,  if it shall not be a
Lender,   shall   deliver  to  the   Administrative   Agent  an   Administrative
Questionnaire;  provided  further  that any  consent  of the  Company  otherwise
required  under  this  Section  10.05(b)  shall not be  required  if an Event of
Default has occurred and is continuing.  Upon acceptance and recording  pursuant
to  Section  10.05(d),  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 10.03). Any assignment or transfer by a Lender of rights or
obligations  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  Section
10.05(e).

          (c) The Administrative  Agent,  acting for this purpose as an agent of
the Company, shall maintain at one of its offices in Charlotte, North Carolina 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 and LC  Disbursements  owing to, each Lender
pursuant to the terms hereof from time to time (the "Register").  The entries in
the Register shall be conclusive, and the Company, the Administrative Agent, the
Issuing  Banks 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 Company, any Issuing Bank 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 Section  10.05(b)
and any written consent to such  assignment  required by Section  10.05(b),  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  Company,   the
Administrative  Agent or any Issuing Bank,  sell  participations  to one or more
banks or other entities (a  "Participant")  in all or a portion of such Lender's
rights and


<PAGE>


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 Company, the Administrative Agent, the Issuing Banks 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
10.02(b) that affects such Participant. Subject to Section 10.05(f), the Company
agrees that each Participant shall be entitled to the benefits of Sections 2.15,
2.16 and 2.17 to the same  extent as if it were a Lender  and had  acquired  its
interest by assignment  pursuant to Section  10.05(b),  and be indemnified under
Section 10.03 as if it were a Lender. In addition,  each agreement  creating any
participation  must include an agreement by the  Participant  to be bound by the
provisions of Section 10.12.

          (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 Company'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 Company
is notified of the  participation  sold to such Participant and such Participant
agrees, for the benefit of the Company, to comply with Section 2.17(e) as though
it were a Lender.

          (g) The Lenders may furnish any information  concerning the Company in
the  possession of the Lenders from time to time to assignees  and  Participants
(including prospective assignees and participants);  provided that, such Persons
agree to be bound by the provisions of Section 10.12 hereof.

          (h)  Notwithstanding  anything in this Section  10.05 to the contrary,
any Lender may assign and pledge its Notes to any  Federal  Reserve  Bank or the
United States Treasury as collateral  security  pursuant to Regulation A and any
operating  circular  issued by such Federal  Reserve  System and/or such Federal
Reserve  Bank.  No such  assignment  and/or  pledge shall  release the assigning
and/or pledging Lender from its obligations hereunder.

          (i)  Notwithstanding  any other  provisions of this Section 10.05,  no
transfer or  assignment  of the  interests or  obligations  of any Lender or any
grant of participations therein shall be permitted if such transfer,  assignment
or grant would require the Company to file a registration statement with the SEC
or to qualify the Loans under the "Blue Sky" laws of any state.

     SECTION  10.06  Survival;  Reinstatement.  (a) All  covenants,  agreements,
representations   and  warranties   made  by  the  Company  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 and issuance of any Letters of Credit, regardless of



<PAGE>


any  investigation   made  by  any  such  other  party  or  on  its  behalf  and
notwithstanding  that the  Administrative  Agent, any Issuing Bank or any Lender
may have had notice or knowledge of any Default or Event of 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 or any Letter of Credit is outstanding  and
so long as the  Commitments  have not expired or  terminated.  The provisions of
Sections 2.15, 2.16, 2.17 and 10.03 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  Letters  of  Credit  and  the  Commitments  or the  termination  of this
Agreement or any provision hereof.

          (b)  To  the  extent  that  any  payments  on  the   Obligations   are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
or required to be repaid to a trustee,  debtor in possession,  receiver or other
Person under any bankruptcy  law,  common law or equitable  cause,  then to such
extent,  the  Obligations so satisfied  shall be revived and continue as if such
payment or proceeds had not been received.

     SECTION 10.07 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,  the other
Loan  Documents  and the Fee Letter  constitute  the entire  contract  among the
parties  hereto  relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject
matter hereof.  Except as provided in Section 3.01,  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  10.08  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  10.09 Right of Setoff.  If an Event of Default shall have occurred
and be continuing, each Lender 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  indebtedness  at any time  owing by such  Lender  to or for the
credit or the account of the Company  against any of and all the Obligations now
or hereafter  existing under this Agreement and the other Loan Documents 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



<PAGE>


rights of each Lender under this  Section  10.09 are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.

     SECTION 10.10 Governing Law; Jurisdiction; Consent to Service of Process.

          (a) This Agreement and the other Loan Documents  shall be construed in
accordance with and governed by the laws of the State of New York.

          (b) ANY LEGAL ACTION OR PROCEEDING  WITH RESPECT TO THIS AGREEMENT AND
THE OTHER LOAN  DOCUMENTS  MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN THE BOROUGH OF  MANHATTAN  OR OF THE UNITED  STATES FOR THE  SOUTHERN
DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS  AGREEMENT,  EACH OF
THE PARTIES HERETO HEREBY  IRREVOCABLY  ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY AND ASSETS,  UNCONDITIONALLY,  THE  NON-EXCLUSIVE  JURISDICTION  OF THE
AFORESAID  COURTS  WITH  RESPECT TO ANY SUCH ACTION OR  PROCEEDING.  THE COMPANY
HEREBY  IRREVOCABLY  DESIGNATES,  APPOINTS AND EMPOWERS CT  CORPORATION  SYSTEM,
INC.,  WITH  OFFICES ON THE DATE  HEREOF AT 111 8TH AVENUE,  NEW YORK,  NEW YORK
10011, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE AND ACCEPT FOR AND ON ITS
BEHALF,  AND IN RESPECT OF ITS PROPERTY,  SERVICE OF ANY AND ALL LEGAL  PROCESS,
SUMMONS,  NOTICES  AND  DOCUMENTS  WHICH  MAY BE  SERVED  IN ANY SUCH  ACTION OR
PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE,  APPOINTEE AND AGENT SHALL CEASE TO
BE AVAILABLE  TO ACT AS SUCH,  THE COMPANY  AGREES TO DESIGNATE A NEW  DESIGNEE,
APPOINTEE  AND AGENT IN NEW YORK,  NEW YORK ON THE TERMS AND FOR THE PURPOSES OF
THIS PROVISION  SATISFACTORY TO THE  ADMINISTRATIVE  AGENT.  THE COMPANY FURTHER
IRREVOCABLY  CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH  ACTION OR  PROCEEDING  BY THE  MAILING OF COPIES  THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,  TO IT AT ITS ADDRESS PROVIDED IN
SECTION 10.01,  SUCH SERVICE TO BECOME EFFECTIVE THIRTY DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE  AGENT OR ANY LENDER
TO SERVE  PROCESS IN ANY OTHER  MANNER  PERMITTED  BY LAW OR TO  COMMENCE  LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

          (c) THE COMPANY HEREBY  IRREVOCABLY  WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID  ACTIONS OR
PROCEEDINGS  ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT  BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (b) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES, TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO PLEAD OR CLAIM, AND



<PAGE>


AGREES NOT TO PLEAD OR CLAIM, THAT ANY SUCH ACTION OR PROCEEDING  BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

          (d) EACH PARTY HERETO HEREBY (i)  IRREVOCABLY  WAIVES,  TO THE MAXIMUM
EXTENT  PERMITTED  BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES
OTHER THAN,  OR IN ADDITION TO, ACTUAL  DAMAGES;  (ii)  CERTIFIES  THAT NO PARTY
HERETO  NOR ANY  REPRESENTATIVE  OR AGENT OR  COUNSEL  FOR ANY PARTY  HERETO HAS
REPRESENTED,  EXPRESSLY OR  OTHERWISE,  OR IMPLIED THAT SUCH PARTY WOULD NOT, IN
THE EVENT OF  LITIGATION,  SEEK TO  ENFORCE  THE  FOREGOING  WAIVERS,  AND (iii)
ACKNOWLEDGES  THAT IT HAS BEEN  INDUCED  TO ENTER  INTO THIS  AGREEMENT  AND THE
TRANSACTIONS  CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.10.

     SECTION 10.11 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 10.11.

     SECTION  10.12  Confidentiality.  Each  of the  Administrative  Agent,  the
Issuing  Banks and the Lenders  agrees to maintain  the  confidentiality  of the
Information (as defined below),  except that Information may be disclosed (a) to
its Affiliates,  directors,  officers and employees and to its agents, including
accountants,  legal  counsel and other  advisors  who have been  informed of the
confidential nature of the information provided,  (b) to the extent requested by
any  regulatory  authority,  including  the  National  Association  of Insurance
Commissioners or any similar  organization,  or any nationally recognized rating
agency  that  requires  access  to  information  about  a  Lender's   investment
portfolio,  (c) to the extent a Lender  reasonably  believes  it is  required by
applicable  laws or regulations or by any subpoena or similar legal process (and
such Lender will provide prompt notice thereof to the Company), (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 any
other Loan Document or the  enforcement of rights  hereunder or thereunder,  (f)
subject to an  understanding  with such Person that such Person will comply with
this Section  10.12,  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  Company  or (h) to the  extent  such



<PAGE>


Information (i) becomes publicly available other than as a result of a breach of
this Section 10.12 or (ii) becomes  available to the  Administrative  Agent, any
Issuing  Bank or any Lender from a source  other than the Company  (unless  such
source is actually known by the individual providing the information to be bound
by a  confidentiality  agreement  or other legal or  contractual  obligation  of
confidentiality  with  respect to such  information).  For the  purposes of this
Section 10.12,  "Information"  means all  information  received from the Company
relating to it or its business, other than any such information that is known to
a Lender, publicly known or otherwise available to the Administrative Agent, any
Issuing Bank or any Lender other than through disclosure (a) by the Company,  or
(b) from a source  actually  known to a Lender to be bound by a  confidentiality
agreement  or other legal or  contractual  obligation  of  confidentiality  with
respect to such information. Any Person required to maintain the confidentiality
of  Information  as provided in this Section  10.12 shall be  considered to have
complied  with  its   obligation   to  do  so  if  such  Person   maintains  the
confidentiality  of such  Information in accordance with  procedures  adopted in
good faith to protect  confidential  Information of third parties delivered to a
lender.

     SECTION 10.13 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  10.13 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
with  interest  thereon  at the  Federal  Funds  Effective  Rate to the  date of
repayment, shall have been received by such Lender.

     SECTION  10.14   EXCULPATION   PROVISIONS.   EACH  OF  THE  PARTIES  HERETO
SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT, THE NOTES AND (IN
THE CASE OF THE COMPANY AND THE ADMINISTRATIVE  AGENT) THE FEE LETTER AND AGREES
THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS  AGREEMENT AND
THE OTHER LOAN  DOCUMENTS;  THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY
INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS,  CONDITIONS AND EFFECTS
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;  THAT IT HAS BEEN REPRESENTED BY
INDEPENDENT  LEGAL COUNSEL OF ITS CHOICE  THROUGHOUT THE NEGOTIATIONS  PRECEDING
ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN  DOCUMENTS;  AND HAS RECEIVED
THE ADVICE OF ITS ATTORNEY IN ENTERING  INTO THIS  AGREEMENT  AND THE OTHER LOAN
DOCUMENTS;  AND THAT IT RECOGNIZES  THAT CERTAIN OF THE TERMS OF THIS  AGREEMENT
AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT
IN SOME  ASPECTS  OF THE  TRANSACTION  AND  RELIEVING  THE  OTHER  PARTY  OF ITS
RESPONSIBILITY  FOR SUCH LIABILITY.  EACH PARTY HERETO AGREES AND COVENANTS THAT



<PAGE>


IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY  PROVISION
OF THIS AGREEMENT ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH
PROVISION OR THAT THE PROVISION IS NOT "CONSPICUOUS."

     SECTION  10.15  U.S.  Patriot  Act.  Each  Lender  that is  subject  to the
requirements  of the USA Patriot Act (Title III of Pub. L. 107-56  (signed  into
law October 26,  2001)) (the  "Patriot  Act")  hereby  notifies the Company that
pursuant  to the  requirements  of the  Patriot  Act,  it is required to obtain,
verify,  and record  information that identifies the Company,  which information
includes  the name and address of the Company  and other  information  that will
allow such Lender to identify the Company in accordance with the Patriot Act.



<PAGE>


           The parties  hereto have caused this Agreement to be duly executed as
of the date and year first above written.

                            KINDER MORGAN ENERGY PARTNERS, L.P.,
                            as the Company

                               By:  Kinder Morgan G.P., Inc.,
                                    its General Partner

                               By:  Kinder Morgan Management, LLC,
                                    its Delegate


                                    By:    /s/Joseph Listengart
                                           --------------------------------

                                    Name:  Joseph Listengart
                                           --------------------------------

                                    Title: Vice President
                                           --------------------------------




<PAGE>


                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as the Administrative Agent and as a Lender


                            By:    /s/ Shannan Townsend
                                   ------------------------------------
                            Name:  Shannan Townsend
                                   ------------------------------------
                            Title: Director
                                   ------------------------------------





<PAGE>


                            CITIBANK, N.A.,
                            as the Syndication Agent and as a Lender


                            By:    /s/ Shirley E. Burrow
                                   ------------------------------------
                            Name:  Shirley E. Burrow
                                   ------------------------------------
                            Title: Attorney-in-fact
                                   ------------------------------------





<PAGE>



                                                                   SCHEDULE 1.01


                                   COMMITMENTS
                                   -----------



    Wachovia Bank, National Association       $125,000,000.00

    Citibank, N.A.                            $125,000,000.00

          TOTAL                               $250,000,000.00
                                              ================






<PAGE>


                                                                   SCHEDULE 4.01



                              EXISTING SUBSIDIARIES



                      (Chart Listing Subsidiaries Omitted)



<PAGE>



                                                                  SCHEDULE  6.05

                              EXISTING RESTRICTIONS



Port Authority Refunding Revenue Bonds Series 1994 (Kinder Morgan Operating L.P.
"B"  Bonds  relating  to the Cora  Cora  Terminal)  in the  aggregate  amount of
$23,700,000, as issued by the Jackson-Union Counties Regional Port District.





<PAGE>




                                                                   EXHIBIT 1.01A


                        FORM OF ASSIGNMENT AND ACCEPTANCE

                             Dated: ________________

           Reference  is made to the Credit  Agreement  dated as of February 22,
2006 (as restated,  amended,  modified,  supplemented and in effect from time to
time,  the "Credit  Agreement"),  among Kinder Morgan Energy  Partners,  L.P., a
Delaware  limited  partnership  (the  "Company"),  the  Lenders  named  therein,
Wachovia  Bank,  National   Association,   as  the  Administrative   Agent  (the
"Administrative  Agent") and the other agent named  therein.  Capitalized  terms
used herein and not otherwise  defined shall have the meanings  assigned to such
terms in the Credit Agreement.

           This Assignment and Acceptance,  between the Assignor (as defined and
set forth in  Schedule I hereto and made a part  hereof)  and the  Assignee  (as
defined and set forth on  Schedule I hereto and made a part  hereof) is dated as
of the Effective  Date of Assignment (as set forth on Schedule I hereto and made
a part hereof).

           1. The Assignor hereby  irrevocably sells and assigns to the Assignee
without recourse to the Assignor,  and the Assignee hereby irrevocably purchases
and  assumes  from the  Assignor  without  recourse to the  Assignor,  as of the
Effective Date of Assignment, an undivided interest (the "Assigned Interest") in
and to all the  Assignor's  rights,  obligations  and  claims  under the  Credit
Agreement  respecting those, and only those, credit facilities  contained in the
Credit  Agreement  as set  forth on  Schedule  I  (collectively,  the  "Assigned
Facilities",  individually,  an "Assigned Facility"),  in a principal amount for
each Assigned Facility as set forth on Schedule I.

           2. The Assignor (i) makes no  representation  or warranty and assumes
no responsibility with respect to any statements,  warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document or
the execution, legality, validity, enforceability,  genuineness,  sufficiency or
value of the Credit  Agreement,  any other Loan Document or any other instrument
or  document  furnished  pursuant  thereto,  other than that it is the legal and
beneficial owner of the Assigned Interest and that the Assigned Interest is free
and clear of any adverse  claim;  (ii) makes no  representation  or warranty and
assumes no responsibility with respect to the financial condition of the Company
or the  Subsidiaries  or the  performance  or  observance  by the Company or the
Subsidiaries of any of its respective  obligations  under the Credit  Agreement,
any other Loan Document or any other instrument or document  furnished  pursuant
thereto;  and (iii) attaches the Note if any, held by it evidencing the Assigned
Facility or Facilities, as the case may be, and requests that the Administrative
Agent  exchange  such  Note(s) for a new Note  payable to the  Assignor  (if the
Assignor has retained any interest in the Assigned Facility or Facilities) and a
new Note  payable to the Assignee in the amount  which  reflects the  assignment
being made hereby (and after giving effect to any other  assignments  which have
become effective on the Effective Date of Assignment).



<PAGE>


           3. The  Assignee  (i)  represents  and  warrants  that it is  legally
authorized to enter into this Assignment and  Acceptance;  (ii) confirms that it
has  received  a copy of the  Credit  Agreement,  together  with  copies  of the
financial  statements referred to in Section 4.07 thereof, or if later, the most
recent financial statements delivered pursuant to Section 5.01 thereof, and such
other  documents and  information  as it has deemed  appropriate to make its own
credit analysis;  (iii) agrees that it will  independently  and without reliance
upon the  Administrative  Agent,  the  Assignor or any other Lender and based on
such other documents and  information as it shall deem  appropriate at the time,
continue to make its own credit  decisions in taking or not taking  action under
the Credit Agreement;  (iv) appoints and authorizes the Administrative  Agent to
take such action as such agent on its behalf and to exercise  such powers as are
reasonably  incidental  thereto;  (v)  agrees  that  it  will  be  bound  by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations  which by the terms of the Credit  Agreement are required to
be performed by it as a Lender;  (vi) confirms that it is an Eligible  Assignee;
(vii) if the Assignee is organized under the laws of a jurisdiction  outside the
United States, attaches the forms prescribed by the Internal Revenue Services of
the United States  certifying as to the Assignee's  exemption from United States
withholding  taxes with respect to all payments to be made to the Assignee under
the Credit  Agreement or such other  documents as are necessary to indicate that
all such payments are subject to such tax at a rate by an applicable tax treaty,
and  (viii)  has  supplied  the  information  requested  on  the  administrative
questionnaire provided by the Administrative Agent.

           4. Following the execution of this Assignment and Acceptance, it will
be delivered to the  Administrative  Agent for  acceptance by it and the Company
and  recording  by the  Administrative  Agent  pursuant to Section  10.05 of the
Credit  Agreement,  effective  as of the  Effective  Date of  Assignment  (which
Effective  Date  of  Assignment  shall,   unless  otherwise  agreed  to  by  the
Administrative Agent, be at least five Business Days after the execution of this
Assignment and Acceptance).

           5. Upon such  acceptance and recording,  from and after the Effective
Date of Assignment,  the Administrative Agent shall make all payments in respect
of the Assigned Interest  (including payments of principal,  interest,  fees and
other  amounts) to the Assignee,  whether such amounts have accrued prior to the
Effective  Date of  Assignment or accrue  subsequent  to the  Effective  Date of
Assignment.  The Assignor and Assignee shall make all appropriate adjustments in
payments  for  periods  prior  to  the  Effective  Date  of  Assignment  by  the
Administrative  Agent or with respect to the making of this assignment  directly
between themselves.

           6. From and after the Effective Date of Assignment,  (i) the Assignee
shall be party to the  Credit  Agreement  and,  to the extent  provided  in this
Assignment  and  Acceptance,  have  the  rights  and  obligations  of  a  Lender
thereunder,  and  (ii)  the  Assignor  shall,  to the  extent  provided  in this
Assignment  and  Acceptance or the Credit  Agreement,  relinquish its claims and
rights and be released from its obligations under the Credit Agreement.

           7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



<PAGE>


           IN WITNESS  WHEREOF,  the parties hereto have caused this  Assignment
and Acceptance to be executed by their  respective duly  authorized  officers on
Schedule I hereto.




<PAGE>


                     Schedule I to Assignment and Acceptance

Legal Name of Assignor:
                        -------------------------------------------

Legal Name of Assignee:
                        -------------------------------------------

Effective Date of Assignment:
                              -------------------------------------



                                              Percentage Assigned of Each
                                                Facility (to at least 8
                                                  decimals) (Shown as a
                            Principal            percentage of aggregate
                            Amount of            held by all applicable
Assigned Facilities     Assigned Interest               Lenders)
-------------------     -----------------               --------


Commitment                 $                                   %
                            ----------                ---------

Committed Loans            $                                   %
                            ----------                ---------

Competitive Loans          $                                   %
                            ----------                ---------

           Total           $
                            ----------




<PAGE>




                                                                  EXHIBIT 1.01-B

                             FORM OF COMMITTED NOTE
                             ----------------------

                                                            -------------, -----

           FOR VALUE RECEIVED,  the undersigned,  KINDER MORGAN ENERGY PARTNERS,
L.P., a Delaware limited partnership, (the "Company"), HEREBY PROMISES TO PAY to
the   order  of   _______________________________________________________   (the
"Lender"),  the lesser of (i) such  Lender's  Commitment  and (ii) the aggregate
amount of  Committed  Loans made by the Lender and  outstanding  on the Maturity
Date.  The  principal  amount of the  Committed  Loans made by the Lender to the
Company  shall  be due  and  payable  on the  dates  and in the  amounts  as are
specified in that  certain  Credit  Agreement  dated as of February 22, 2006 (as
restated,  amended, modified,  supplemented and in effect from time to time, the
"Credit  Agreement") among the Company,  the Lender,  certain other lenders that
are party thereto, Wachovia Bank, National Association,  as Administrative Agent
for the Lender and such other lenders,  and the other agent named  therein.  All
capitalized  terms used herein and not otherwise defined shall have the meanings
as defined in the Credit Agreement.

           The Company  promises to pay interest on the unpaid  principal amount
of each Committed Loan outstanding from time to time from the date thereof until
such  principal  amount is paid in full, at such  interest  rates and payable on
such dates as are specified in the Credit Agreement. Both principal and interest
are payable in same day funds in lawful money of the United States of America to
the Administrative  Agent at its Principal Office, or at such other place as the
Administrative Agent shall designate in writing to the Company.

           This Note is one of the Committed Notes referred to in, and this Note
and all provisions herein are entitled to the benefits of, the Credit Agreement.
The  Credit  Agreement,  among  other  things  (a)  provides  for the  making of
Committed  Loans by the Lender and the other lenders to the Company from time to
time, and (b) contains  provisions for  acceleration of the maturity hereof upon
the happening of certain stated events,  for prepayments on account of principal
hereof  prior to the  maturity  hereof  upon the  terms and  conditions  therein
specified,  and for  limitations  on the  amount of  interest  paid such that no
provision  of the Credit  Agreement  or this Note shall  require  the payment or
permit the collection of interest in excess of the Maximum Rate.

           This Note may be held by the Lender for the account of its applicable
lending office and may be transferred from one lending office to another lending
office from time to time as the Lender may determine.

           The  Company  and any  and all  endorsers,  guarantors  and  sureties
severally  waive grace,  demand,  presentment  for payment,  notice of dishonor,
default or intent to accelerate,  protest and notice of protest and diligence in
collecting  and  bringing  of suit  against any party  hereto,  and agree to all
renewals,   extensions  or  partial  payments  hereon  and  to  any  release  or
substitution of security  herefor,  in whole or in part, with or without notice,
before or after maturity.



<PAGE>


           This Note shall be  governed by and  construed  under the laws of the
State of New York and the applicable laws of the United States of America.

                                 KINDER MORGAN ENERGY PARTNERS, L.P.,
                                 as the Company

                                    By:  Kinder Morgan G.P., Inc.,
                                         its General Partner

                                    By:  Kinder Morgan Management, LLC,
                                         its Delegate


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


<PAGE>



                                                                  EXHIBIT 1.01-C

                            FORM OF COMPETITIVE NOTE
                            ------------------------

                                                            -------------, -----

           FOR VALUE RECEIVED,  the undersigned,  KINDER MORGAN ENERGY PARTNERS,
L.P., a Delaware limited partnership, (the "Company"), HEREBY PROMISES TO PAY to
the order of ________________________________  (the "Lender"), the lesser of (i)
the aggregate amount of Commitments of all Lenders and (ii) the aggregate amount
of  Competitive  Loans made by the Lender and  outstanding on the Maturity Date.
The principal amount of the Competitive  Loans made by the Lender to the Company
shall be due and  payable on the dates and in the  amounts as are  specified  in
that  certain  Credit  Agreement  dated as of February  22,  2006 (as  restated,
amended,  modified,  supplemented  and in effect from time to time,  the "Credit
Agreement") among the Company, the Lender,  certain other lenders that are party
thereto,  Wachovia Bank, National  Association,  as the Administrative Agent for
the  Lender and such other  lenders,  and the other  agent  named  therein.  All
capitalized  terms used herein and not otherwise defined shall have the meanings
as defined in the Credit Agreement.

           The Company  promises to pay interest on the unpaid  principal amount
of each  Competitive  Loan  outstanding  from time to time from the date thereof
until such principal  amount is paid in full, at such interest rates and payable
on such dates as are  specified  in the Credit  Agreement.  Both  principal  and
interest are payable in same day funds in lawful  money of the United  States of
America to the  Administrative  Agent at the Principal  Office, or at such other
place as the Administrative Agent shall designate in writing to the Company.

           This Note is one of the  Competitive  Notes  referred to in, and this
Note and all  provisions  herein are  entitled  to the  benefits  of, the Credit
Agreement. The Credit Agreement,  among other things (a) provides for the making
of  Competitive  Loans by the Lender and the other  lenders to the Company  from
time to time,  and (b)  contains  provisions  for  acceleration  of the maturity
hereof upon the happening of certain stated events,  for  prepayments on account
of principal  hereof prior to the maturity  hereof upon the terms and conditions
therein specified,  and for limitations on the amount of interest paid such that
no provision of the Credit  Agreement or this Note shall  require the payment or
permit the collection of interest in excess of the Maximum Rate.

           This Note may be held by the Lender for the account of its applicable
lending office and may be transferred from one lending office to another lending
office from time to time as the Lender may determine.

           The  Company  and any  and all  endorsers,  guarantors  and  sureties
severally  waive grace,  demand,  presentment  for payment,  notice of dishonor,
default or intent to accelerate,  protest and notice of protest and diligence in
collecting  and  bringing  of suit  against any party  hereto,  and agree to all
renewals,   extensions  or  partial  payments  hereon  and  to  any  release  or
substitution of security  herefor,  in whole or in part, with or without notice,
before or after maturity.



<PAGE>


           This Note shall be  governed by and  construed  under the laws of the
State of New York and the applicable laws of the United States of America.


                                 KINDER MORGAN ENERGY PARTNERS, L.P.,
                                 as the Company

                                    By:  Kinder Morgan G.P., Inc.,
                                         its General Partner

                                    By:  Kinder Morgan Management, LLC,
                                         its Delegate


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



<PAGE>



                                                                  EXHIBIT 1.01-D

                             FORM OF SWINGLINE NOTE
                             ----------------------

$25,000,000                                                ______________, _____

           FOR VALUE RECEIVED,  the undersigned,  KINDER MORGAN ENERGY PARTNERS,
L.P., a Delaware limited partnership (the "Company"),  HEREBY PROMISES TO PAY to
the order of __________________________________________________  (the "Swingline
Lender"),  the  lesser  of (i)  $25,000,000  and (ii) the  aggregate  amount  of
Swingline  Loans made by the Swingline  Lender and  outstanding  on the Maturity
Date. The principal  amount of the Swingline Loans made by the Swingline  Lender
to the  Company  shall be due and payable on the dates and in the amounts as are
specified in that  certain  Credit  Agreement  dated as of February 22, 2006 (as
restated,  amended, modified,  supplemented and in effect from time to time, the
"Credit  Agreement")  among the Company,  the  Swingline  Lender,  certain other
lenders  that  are  party  thereto,  Wachovia  Bank,  National  Association,  as
Administrative  Agent for the Swingline  Lender and such other lenders,  and the
other agent named therein.  All capitalized  terms used herein and not otherwise
defined shall have the meanings as defined in the Credit Agreement.

           The Company  promises to pay interest on the unpaid  principal amount
of each Swingline Loan outstanding from time to time from the date thereof until
such  principal  amount is paid in full, at such  interest  rates and payable on
such dates as are specified in the Credit Agreement. Both principal and interest
are payable in same day funds in lawful money of the United States of America to
the  Swingline  Lender at 301 South  College  Street,  TW-10,  Charlotte,  North
Carolina  28288-0608 or such other place as the Swingline Lender shall designate
in writing to the Company.

           This Note is the Swingline Note referred to in, and this Note and all
provisions  herein are entitled to the benefits  of, the Credit  Agreement.  The
Credit  Agreement,  among other  things (a) provides for the making of Swingline
Loans by the Swingline Lender to the Company from time to time, and (b) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated  events,  for  prepayments  on account of  principal  hereof prior to the
maturity  hereof  upon the  terms  and  conditions  therein  specified,  and for
limitations  on the amount of interest paid such that no provision of the Credit
Agreement  or this Note shall  require the payment or permit the  collection  of
interest in excess of the Maximum Rate.

           The  Company  and any  and all  endorsers,  guarantors  and  sureties
severally  waive grace,  demand,  presentment  for payment,  notice of dishonor,
default or intent to accelerate,  protest and notice of protest and diligence in
collecting  and  bringing  of suit  against any party  hereto,  and agree to all
renewals,   extensions  or  partial  payments  hereon  and  to  any  release  or
substitution of security  herefor,  in whole or in part, with or without notice,
before or after maturity.



<PAGE>


           This Note shall be  governed by and  construed  under the laws of the
State of New York and the applicable laws of the United States of America.


                               KINDER MORGAN ENERGY PARTNERS, L.P.,
                               as the Company

                                  By:  Kinder Morgan G.P., Inc.,
                                       its General Partner

                                  By:  Kinder Morgan Management, LLC,
                                       its Delegate


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



<PAGE>



                                                                    EXHIBIT 2.03

                            FORM OF BORROWING REQUEST
                            -------------------------

                                Dated __________

Wachovia Bank, National Association,
as Administrative Agent
301 South College Street
Charlotte, North Carolina  28288-0608
Attn:  Syndication Agency Services

Ladies and Gentlemen:

           This  Borrowing  Request is delivered to you by Kinder  Morgan Energy
Partners,  L.P. (the "Company"),  a Delaware limited partnership,  under Section
2.03 of the  Credit  Agreement  dated  as of  February  22 2006,  (as  restated,
amended,  modified,  supplemented and in effect, the "Credit  Agreement") by and
among  the  Company,   the  Lenders  party  thereto,   Wachovia  Bank,  National
Association, as Administrative Agent, and the other agent named therein.

           1. The Company hereby  requests that the Lenders make a Loan or Loans
in the aggregate  principal amount of  $______________  (the "Committed Loan" or
the "Committed Loans").<F1>

           2. The Company  hereby  requests that the Committed Loan or Committed
Loans be made on the following Business Day: ________________.<F2>

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

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



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


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

<F1>      Complete with an amount in accordance  with Section 2.03 of the Credit
          Agreement.
<F2>      Complete  with a Business Day in  accordance  with Section 2.03 of the
          Credit Agreement.


<PAGE>


           5. After giving effect to the requested  Committed  Loan,  the sum of
the  Committed  Credit  Exposures,   plus  the  aggregate  principal  amount  of
Competitive  Loans  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 Committed 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 _______________, ______.


                               KINDER MORGAN ENERGY PARTNERS, L.P.,
                               as the Company

                                  By:  Kinder Morgan G.P., Inc.,
                                       its General Partner

                                  By:  Kinder Morgan Management, LLC,
                                       its Delegate


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



<PAGE>


                                                                  EXHIBIT 2.04-A

                         FORM OF COMPETITIVE BID REQUEST



Wachovia Bank, National Association,
as Administrative Agent
301 South College Street
Charlotte, North Carolina  28288-0608

Attention: Syndication Agency Services

Ladies and Gentlemen:

           Reference  is made to the Credit  Agreement  dated as of  February 22
2006 (as restated,  amended,  modified,  supplemented and in effect from time to
time, the "Credit Agreement"), among the undersigned, the Lenders party thereto,
Wachovia Bank,  National  Association,  as  Administrative  Agent, and the other
agent named  therein.  Capitalized  terms used herein and not otherwise  defined
herein shall have the meanings  assigned to such terms in the Credit  Agreement.
The  undersigned  hereby gives you notice pursuant to Section 2.04 of the Credit
Agreement that it requests a Competitive  Borrowing under the Credit  Agreement,
and in that  connection  sets forth  below the terms on which  such  Competitive
Borrowing is requested to be made:

(A)   Borrowing Date of Competitive
      Borrowing (which is a Business Day)      -------------------------

(B)   Aggregate Principal Amount of
      Competitive Borrowing<F1>               -------------------------

(C)   Interest rate basis<F2>                 -------------------------

(D)   Interest Period and the last
      day thereof<F3>                         -------------------------

(E)   Location and number of Company's account
      to which funds are to be deposited       -------------------------


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

<F1>      Not less than  $25,000,000 or greater than the unused Total Commitment
          and in integral multiples of $1,000,000.

<F2>      Eurodollar Competitive Borrowing or Fixed Rate Borrowing.

<F3>      Which shall have a duration (i) in the case of a Eurodollar  Loan,  of
          one, two, three or six months and (ii) in the case of Fixed Rate Loan,
          of not less than  seven  days nor more than 180 days,  and  which,  in
          either case, shall end not later than the Termination Date.



<PAGE>


           By the delivery of this Competitive Bid Request and the acceptance of
any or all of the  Competitive  Loans offered by the Lenders in response to this
Competitive Bid Request, the undersigned shall be deemed to have represented and
warranted that the applicable  conditions to lending specified in Article III of
the  Credit  Agreement  have been  satisfied  with  respect  to the  Competitive
Borrowing requested hereby.

                                Very truly yours,

                                 KINDER MORGAN ENERGY PARTNERS, L.P.,
                                 as the Company

                                  By:  Kinder Morgan G.P., Inc.,
                                       its General Partner

                                  By:  Kinder Morgan Management, LLC,
                                       its Delegate


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



<PAGE>



                                                                  EXHIBIT 2.04-B

              FORM OF NOTICE TO LENDERS OF COMPETITIVE BID REQUEST

[Name of Lender]
[Address of Lender]

                                                                          [Date]
Attention:

Ladies and Gentlemen:

          Reference is made to the Credit Agreement dated as of February 22 2006
(as restated,  amended, modified,  supplemented and in effect from time to time,
the  "Credit  Agreement"),  among  Kinder  Morgan  Energy  Partners,  L.P.  (the
"Company"),  the Lenders party thereto, Wachovia Bank, National Association,  as
Administrative Agent, and the other agent named therein.  Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in the Credit  Agreement.  The Company delivered a Competitive Bid Request
requesting a Competitive  Bid on __________,  pursuant to Section 2.04(a) of the
Credit Agreement, and in that connection you are invited to submit a Competitive
Bid by [Date] /  [Time].<F1>  Your  Competitive  Bid must  comply  with  Section
2.04(b)  of the  Credit  Agreement  and the terms  set forth  below on which the
Competitive Bid Request was made:

(A) Date of Competitive Borrowing         ------------------------------------

(B) Principal amount of
    Competitive Borrowing                 ------------------------------------

(C) Interest rate basis
    (i.e., Eurodollar or Fixed Rate)      ------------------------------------

(D) Interest Period and the last
    day thereof<F2>                       ------------------------------------


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

<F1>      The Competitive Bid must be received by the  Administrative  Agent (i)
          in the case of Eurodollar Loans, not later than 10:00 a.m.  Charlotte,
          North Carolina, time, three Business Days before the Borrowing Date of
          a proposed Competitive  Borrowing,  and (ii) in the case of Fixed Rate
          Loans, not later than 10:00 a.m., Charlotte,  North Caroline,  time on
          the Borrowing Date of a proposed Competitive Borrowing.

<F2>      Which may not be a date later than the Termination Date.



<PAGE>


                               Very truly yours,

                               WACHOVIA BANK, NATIONAL
                               ASSOCIATION, as Administrative Agent


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




<PAGE>



                                                                  EXHIBIT 2.04-C

                             FORM OF COMPETITIVE BID

Wachovia Bank, National Association,
as Administrative Agent
301 South College Street
Charlotte, North Carolina  28228-0608                                     [Date]

Attention:  Syndication Agency Services

Ladies and Gentlemen:

           The  undersigned,  [Name of Lender],  refers to the Credit  Agreement
dated as of February 22, 2006 (as restated, amended, modified,  supplemented and
in effect from time to time, the "Credit Agreement"), among Kinder Morgan Energy
Partners,  L.P. (the  "Company"),  the Lenders  party  thereto,  Wachovia  Bank,
National  Association,  as  Administrative  Agent,  and the  other  agent  named
therein.  Capitalized  terms used herein and not otherwise  defined herein shall
have  the  meanings  assigned  to  such  terms  in  the  Credit  Agreement.  The
undersigned  hereby makes a Competitive  Bid pursuant to Section  2.04(b) of the
Credit Agreement, in response to the Competitive Bid Request made by the Company
on _________________, ____, and in that connection sets forth below the terms on
which such Competitive Bid is made:

(A) Principal Amount<F1>                    ---------------------------------

(B) Competitive Bid Rate<F2>                ---------------------------------

(C) Interest Period and
    the last day thereof<F3>                ---------------------------------

           The undersigned  hereby confirms that it is prepared to extend credit
to the Company upon  acceptance  by the Company of this bid in  accordance  with
Section 2.04(d) of the Credit Agreement.

                                Very truly yours,

                                [NAME OF LENDER]


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


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

<F1>      Not less than  $5,000,000  or greater than the  requested  Competitive
          Borrowing  and  in  integral   multiples  of  $1,000,000   above  said
          $5,000,000.  Multiple  bids  will be  accepted  by the  Administrative
          Agent.

<F2>      i.e. LIBOR Rate + or - _______%,  in the case of Eurodollar  Loans, or
          _____%, in the case of Fixed Rate Loan (in each case, expressed in the
          form of a decimal to no more than four decimal places).

<F3>      The  Interest  Period must be the  Interest  Period  specified  in the
          Competitive Bid Request. FN2>



<PAGE>


                                                                    EXHIBIT 2.06

                        FORM OF LETTER OF CREDIT REQUEST
                        --------------------------------

                                Dated __________

Wachovia Bank, National Association,
as Administrative Agent
301 South College Street
Charlotte, North Carolina  28288-0608
Attn:  Syndication Agency Services

and

[Name and address of Issuing Bank,
if the issuing Bank is not Wachovia]

Ladies and Gentlemen:

           This Letter of Credit  Request is delivered  to you by Kinder  Morgan
Energy Partners L.P. (the  "Company"),  a Delaware  limited  partnership,  under
Section  2.06 of the  Credit  Agreement  dated  as of  February  22,  2006,  (as
restated, amended, modified,  supplemented, and in effect from time to time, the
"Credit  Agreement")  by and among  the  Company,  the  Lenders  party  thereto,
Wachovia Bank,  National  Association,  as  Administrative  Agent, and the other
agent named therein.

           The Company hereby  requests the issuance of a Letter of Credit under
the Credit  Agreement,  and in that  connection sets forth below the information
relating to such Letter of Credit (the "Proposed  Letter of Credit") as required
by Section 2.06(c) of the Credit  Agreement.  The Proposed Letter of Credit must
be issued:

(a)   on or before ____________________, _____<F1>

(b)   for the benefit of  _____________ whose address is __________________

(c)   in the amount of $_________________

(d)   having an expiry date of ________________, ____<F2>

(e)   attached hereto is any special language to be incorporated into the
      Proposed Letter of Credit.

                                       or

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

<F1>      Must be a date not earlier  than five  Business  Days after  notice is
          given to the Issuing Bank.

<F2>      Must comply with Section 2.06(d) of the Credit Agreement.



<PAGE>


           The Company  hereby refers to Letter of Credit Number (the  "Expiring
Letter of Credit")  which has an existing  expiry date of  _______________.  The
Company hereby  requests that [the expiry date of the Expiring  Letter of Credit
be extended to  _____________./2]  [the  Issuing Bank that has issued the Expiry
Letter of Credit  permit the  expiry  date of the  Expiring  Letter of Credit be
extended to ________________./2]1. After giving effect to the Proposed Letter of
Credit, the sum of the Committed Credit Exposures,  plus the aggregate principal
amount of Competitive  Loans does not exceed the maximum amount  permitted to be
outstanding pursuant to the terms of the Credit Agreement.

           2. All of the conditions  applicable to the 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 the Proposed Letter of Credit.

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

           IN WITNESS  WHEREOF,  the  undersigned  have executed this Letter of
Credit Request this _____ day of _______________, _____.


                               KINDER MORGAN ENERGY PARTNERS, L.P.,
                               as the Company

                                  By:  Kinder Morgan G.P., Inc.,
                                       its General Partner

                                  By:  Kinder Morgan Management, LLC,
                                       its Delegate


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



<PAGE>



                                                                    EXHIBIT 2.07

                      FORM OF NOTICE OF ACCOUNT DESIGNATION
                      -------------------------------------

                                Dated ___________

Wachovia Bank, National Association,
as Administrative Agent
301 South College Street
Charlotte, North Carolina  28288-0608
Attn:  Syndication Agency Services

Ladies and Gentlemen:

           This  Notice of Account  Designation  is  delivered  to you by Kinder
Morgan Energy Partners,  L.P. (the "Company"),  a Delaware limited  partnership,
under  Section  2.07 of the Credit  Agreement  dated as of February 22, 2006 (as
restated,  amended, modified,  supplemented and in effect from time to time, the
"Credit  Agreement")  by and among  the  Company,  the  Lenders  party  thereto,
Wachovia Bank,  National  Association,  as  Administrative  Agent, and the other
agent named therein.

           The  Administrative  Agent is hereby  authorized to disburse all Loan
proceeds into the following account(s):

                          [Insert name of bank/
                          ABA Routing Number/
                          and Account Number]

           IN WITNESS  WHEREOF,  the  undersigned  has executed  this Notice of
Account Designation this _____ day of ___________________, ____.

                               KINDER MORGAN ENERGY PARTNERS, L.P.,
                               as the Company

                                  By:  Kinder Morgan G.P., Inc.,
                                       its General Partner

                                  By:  Kinder Morgan Management, LLC,
                                       its Delegate


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


<PAGE>



                                                                    EXHIBIT 2.08

                        FORM OF INTEREST ELECTION REQUEST
                        ---------------------------------

                               Dated _____________

Wachovia Bank, National Association,
as Administrative Agent
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 February
22, 2006 (as restated,  amended, modified,  supplemented and in effect from time
to time, the "Credit  Agreement"),  by and among Kinder Morgan Energy  Partners,
L.P., a Delaware limited partnership (the "Company"),  the Lenders party thereto
(the "Lenders"),  Wachovia Bank, National  Association as Administrative  Agent,
and the other agent named therein.

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

           (a)  [Converting]  [Continuing] a ____________ Committed Loan [into]
                [as] a ____________ Loan.<F1>

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

           (c)  The last day of the current  Interest  Period for such Committed
                Loan is _____________.<F2>

           (d)  The principal  amount of such  Committed  Loan to be [converted]
                [continued] is $_____________.<F3>

           (e)  The requested effective date of the [conversion]  [continuation]
                of such Committed Loan is _______________.<F4>

           (f)  The requested  Interest  Period  applicable  to the  [converted]
                [continued] Committed Loan is ____________________.<F5>


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

<F1>      Delete the  bracketed  language  and insert  "Alternate  Base Rate" or
          "LIBOR Rate", as applicable, in each blank.

<F2>      Insert  applicable  date for any  Eurodollar  Loan being  converted or
          continued.

<F3>      Complete with an amount in compliance  with Section 2.08 of the Credit
          Agreement.

<F4>      Complete  with a Business Day in  compliance  with Section 2.08 of the
          Credit Agreement.

<F5>      Complete for each Eurodollar Loan in compliance with the definition of
          the term "Interest Period" specified in Section 1.01.




<PAGE>


      2. No  Default or Event of  Default  exists,  and none will exist upon the
conversion or continuation of the Committed Loan 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 ___________________, ____.

                                 KINDER MORGAN ENERGY PARTNERS, L.P.,
                                 as the Company

                                  By:  Kinder Morgan G.P., Inc.,
                                       its General Partner

                                  By:  Kinder Morgan Management, LLC,
                                       its Delegate


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



<PAGE>



                                                                    EXHIBIT 2.11

                          FORM OF NOTICE OF PREPAYMENT
                          ----------------------------

Wachovia Bank, National Association,
as Administrative Agent
301 South College Street
Charlotte, North Carolina  28228-0608

Attention:  Syndication Agency Services

Ladies and Gentlemen:

           This  irrevocable  Notice of Prepayment is delivered to you by Kinder
Morgan Energy Partners,  L.P. (the "Company"),  a Delaware limited  partnership,
under  Section  2.11 of the Credit  Agreement  dated as of February 22, 2006 (as
restated,  amended, modified,  supplemented and in effect from time to time, the
"Credit  Agreement"),  by and among the  Company,  the  Lenders  party  thereto,
Wachovia Bank, National Association,  as the Administrative Agent, and the other
agent named therein.

           1. The Company hereby  provides  notice to the  Administrative  Agent
that the Company shall repay the following ABR Loans and/or  Eurodollar Loans in
the amount of $_____________.<F1>

           2.  The  Company  shall  repay  the  above-referenced  Loans  on  the
following Business Day: ___________________.<F2>

           3. 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 _______________, _____.

                                 KINDER MORGAN ENERGY PARTNERS, L.P.,
                                 as the Company

                                  By:  Kinder Morgan G.P., Inc.,
                                       its General Partner

                                  By:  Kinder Morgan Management, LLC,
                                       its Delegate


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


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

<F1>      Complete  with an amount in  accordance  with  Section  2.11(b) of the
          Credit Agreement.

<F2>      Complete with a Business Day in accordance with Section 2.11(b) of the
          Credit Agreement.

<PAGE>



                                                                    EXHIBIT 5.01

                         FORM OF COMPLIANCE CERTIFICATE

           The    undersigned     hereby    certifies    that    he    is    the
____________________________  of  KINDER  MORGAN  MANAGEMENT,  LLC,  a  Delaware
limited  liability  company,  the delegate of the KINDER  MORGAN  G.P.,  INC., a
Delaware corporation,  general partner of KINDER MORGAN ENERGY PARTNERS, L.P., a
Delaware limited partnership (the "Company"),  and that as such he is authorized
to execute  this  certificate  on behalf of the Company.  With  reference to the
Credit Agreement dated as of February 22, 2006 (as restated,  amended, modified,
supplemented  and in  effect  from  time to time,  the  "Agreement")  among  the
Company,  Wachovia Bank, National Association,  as Administrative Agent, for the
lenders (the "Lenders"),  and the other agent named therein, 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)  Attached  hereto  are the  detailed  computations  necessary  to
      determine whether the Company is in compliance with Sections 6.06(a),  (b)
      and  (c) of the  Agreement  as of the end of the  [fiscal  quarter][fiscal
      year] ending ________________.

           (b) There  currently  does not exist any  Default or Event of Default
      under the Agreement.



           EXECUTED AND DELIVERED this _____ day of ________________, ______.

                                 KINDER MORGAN ENERGY PARTNERS, L.P.,
                                 as the Company

                                  By:  Kinder Morgan G.P., Inc.,
                                       its General Partner

                                  By:  Kinder Morgan Management, LLC,
                                       its Delegate


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