<PAGE>
                                                                   EXHIBIT 10.8

                                                                 EXECUTION COPY
================================================================================




                                CREDIT AGREEMENT

                                   DATED AS OF
                                OCTOBER 25, 2000

                                      AMONG

                      KINDER MORGAN ENERGY PARTNERS, L.P.,
                                 AS THE COMPANY,




                            THE LENDERS PARTY HERETO,




                           FIRST UNION NATIONAL BANK,
                            AS ADMINISTRATIVE AGENT,



                             BANK OF AMERICA, N.A.,
                              AS SYNDICATION AGENT,

                                       AND

                                 BANK ONE, N.A.,
                             AS DOCUMENTATION AGENT



                          FIRST UNION SECURITIES, INC.
                                       AND
                         BANC OF AMERICA SECURITIES LLC,
                 AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS



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

<PAGE>


                                TABLE OF CONTENTS

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                                                                                                               PAGE
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<S>                  <C>                                                                                      <C>
ARTICLE I.           DEFINITIONS..................................................................................1
     Section  1.01   Defined Terms................................................................................1
     Section  1.02   Classification of Loans and Borrowings......................................................22
     Section  1.03   Accounting Terms; Changes in GAAP...........................................................22
     Section  1.04   Interpretation..............................................................................22

ARTICLE II.          THE CREDITS.................................................................................23
     Section  2.01   Commitments.................................................................................23
     Section  2.02   Loans and Borrowings........................................................................24
     Section  2.03   Requests for Revolving Borrowings...........................................................24
     Section  2.04   Competitive Bid Procedure...................................................................25
     Section  2.06   Telephonic Notices..........................................................................28
     Section  2.07   Funding of Borrowings.......................................................................28
     Section  2.08   Interest Elections..........................................................................28
     Section  2.09   Termination and Reduction of Commitments....................................................30
     Section  2.10   Repayment of Loans; Evidence of Debt........................................................30
     Section  2.11   Prepayment of Loans.........................................................................31
     Section  2.12   Fees........................................................................................32
     Section  2.13   Interest....................................................................................33
     Section  2.14   Alternate Rate of Interest..................................................................34
     Section  2.15   Increased Costs.............................................................................34
     Section  2.16   Break Funding Payments......................................................................35
     Section  2.17   Taxes.......................................................................................36
     Section  2.18   Payments Generally; Pro Rata Treatment; Sharing of Set-offs.................................37
     Section  2.19   Mitigation Obligations; Replacement of Lenders..............................................38
     Section  2.20   Extensions of Termination Date; Removal of Lenders..........................................39

ARTICLE III.         CONDITIONS PRECEDENT........................................................................41
     Section  3.01   Conditions Precedent to the Initial Borrowing...............................................41
     Section  3.02   Conditions Precedent to All Borrowings......................................................43
     Section  3.03   Conditions Precedent to Conversions.........................................................43
     Section  3.04   Delivery of Documents.......................................................................43

ARTICLE IV.          REPRESENTATIONS AND WARRANTIES..............................................................44
     Section  4.01   Organization and Qualification..............................................................44
     Section  4.02   Authorization, Validity, Etc................................................................44
     Section  4.03   Governmental Consents, Etc..................................................................45
     Section  4.04   Conflicting or Adverse Agreements or Restrictions...........................................45
     Section  4.05   Properties..................................................................................45
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                                      -i-
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                                                                                                               PAGE
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     Section  4.06   Litigation and Environmental Matters........................................................45
     Section  4.07   Financial Statements........................................................................46
     Section  4.08   Disclosure..................................................................................46
     Section  4.09   Investment Company Act......................................................................47
     Section  4.10   Public Utility Holding Company Act..........................................................47
     Section  4.11   ERISA.......................................................................................47
     Section  4.12   Tax Returns and Payments....................................................................47
     Section  4.13   Compliance with Laws and Agreements.........................................................47
     Section  4.14   Purpose of Loans............................................................................48

ARTICLE V.           AFFIRMATIVE COVENANTS.......................................................................48
     Section  5.01   Financial Statements and Other Information..................................................48
     Section  5.02   Litigation..................................................................................51
     Section  5.03   Existence, Conduct of Business..............................................................51
     Section  5.04   Payment of Obligations......................................................................51
     Section  5.05   Maintenance of Properties; Insurance........................................................51
     Section  5.06   Books and Records; Inspection Rights........................................................51
     Section  5.07   Compliance with Laws........................................................................51
     Section  5.08   Use of Proceeds.............................................................................52
     Section  5.09   Further Assurances..........................................................................52
     Section  5.10   Performance of Obligations..................................................................52
     Section  5.11   Lines of Business...........................................................................52
     Section  5.12   Intercompany Notes..........................................................................52

ARTICLE VI.          NEGATIVE COVENANTS..........................................................................53
     Section  6.01   Indebtedness................................................................................53
     Section  6.02   Liens.......................................................................................54
     Section  6.03   Fundamental Changes.........................................................................55
     Section  6.04   Restricted Payments.........................................................................55
     Section  6.05   Transactions with Affiliates................................................................55
     Section  6.06   Restrictive Agreements......................................................................55
     Section  6.07   Financial Covenants.........................................................................56
     Section  6.08   Amendments to Certain Agreements............................................................56

ARTICLE VII.         EVENTS OF DEFAULT...........................................................................56
     Section  7.01   Events of Default and Remedies..............................................................56
     Section  7.02   Other Remedies..............................................................................59
     Section  7.03   Application of Moneys During Continuation of Event of Default...............................59

ARTICLE VIII.        THE ADMINISTRATIVE AGENT....................................................................60
     Section  8.01   Appointment, Powers and Immunities..........................................................60
     Section  8.02   Reliance by Administrative Agent............................................................60

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                                      -ii-
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     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 and Documentation Agent.........................................63

ARTICLE IX.          MISCELLANEOUS...............................................................................63
     Section  9.01   Notices, Etc................................................................................63
     Section  9.02   Waivers; Amendments.........................................................................65
     Section  9.03   Payment of Expenses, Indemnities, etc.......................................................65
     Section  9.04   Successors and Assigns......................................................................68
     Section  9.05   Assignments and Participations..............................................................68
     Section  9.06   Survival; Reinstatement.....................................................................71
     Section  9.07   Counterparts; Integration; Effectiveness....................................................71
     Section  9.08   Severability................................................................................71
     Section  9.09   Right of Setoff.............................................................................72
     Section  9.10   Governing Law; Jurisdiction; Consent to Service of Process..................................72
     Section  9.11   Waiver of Jury Trial........................................................................73
     Section  9.12   Confidentiality.............................................................................74
     Section  9.13   Interest Rate Limitation....................................................................74
     Section  9.14   Exculpation Provisions......................................................................75
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                                     -iii-


<PAGE>


SCHEDULES:

Schedule 4.01            Existing Subsidiaries
Schedule 4.06            Disclosed Matters
Schedule 6.02            Existing Liens
Schedule 6.06            Existing Restrictions

EXHIBITS:

Exhibit 1.01A            Form of Administrative Questionnaire
Exhibit 1.01B            Form of Assignment and Acceptance
Exhibit 1.01-C           Form of Competitive Note
Exhibit 1.01-D           Form of Revolving 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 2.07             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




                                      -iv-
<PAGE>


                                CREDIT AGREEMENT


                  THIS CREDIT AGREEMENT, dated as of October 25, 2000 (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 9.05,
collectively, the "Lenders");

                  (c) First Union National Bank, 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");

                  (d) Bank of America, N.A., as the Syndication Agent (the
"Syndication Agent"); and

                  (e) Bank One, N.A., as the Documentation Agent (the
"Documentation Agent").


                             PRELIMINARY STATEMENTS

                  The Company has requested that a credit facility be extended
to it pursuant to which: the Company may borrow from the Lenders (a) to repay in
full the principal and accrued interest on all loans and other amounts
outstanding under that certain Credit Agreement dated as of September 29, 1999
among the Company, the lenders party thereto, First Union National Bank, as the
administrative agent, Bank of America, N.A., as the syndication agent and
Societe Generale, as the documentation agent (as amended to date, the "Existing
Credit Agreement"), (b) to back commercial paper issuance, and (c) for working
capital and other general partnership purposes.

                  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:



<PAGE>

         "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing 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 of Exhibit 1.01A.

         "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 and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

                                      -2-

<PAGE>


         "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:

                            LIBOR BORROWINGS
 PERFORMANCE LEVEL          MARGIN PERCENTAGE
 -----------------          -----------------

         I                       .415%

         II                      .525%

        III                      .625%

         IV                      .825%

         V                      1.050%

The Applicable Margin shall be determined by reference to the Performance Level
in effect from time to time.

         "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.

         "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.05), and accepted by the Administrative Agent, in the form
of Exhibit 1.01B 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 and including the Effective
Date, to but excluding the earlier of the Termination Date and the date of
termination of the Commitments.


                                      -3-
<PAGE>


         "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.

         "Bonds" means the Port Facility Refunding Revenue Bonds (Enron
Transportation Services, L.P. Project) Series 1994 in the aggregate principal
amount of $23,700,000, as issued by the Jackson-Union Counties Regional Port
District.

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

         "Borrowing Date" means the Business Day upon which any Loan is to be
made available to the Company.

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

         "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 membership.

         "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

                                      -4-
<PAGE>

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, for
purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement. In addition to (and notwithstanding)
the foregoing, and regardless of whether the subject Capital Requirement (as
below defined) was adopted or changed before, on or 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 or any interpretation
or application of any thereof by any Governmental Authority (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 by its terms at the 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 9.13.

         "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving 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 Revolving Loans hereunder, expressed as an amount representing
the maximum aggregate amount of such Lender's Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.09 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.05. The initial amount of
each Lender's

                                      -5-
<PAGE>

Commitment is set forth on its signature page hereto, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Commitment, as
applicable.

         "Communications" has the meaning specified in Section 9.01.

         "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 either S&P
or Moody's, as the case may be, for any non-credit enhanced, unsecured long-term
senior debt issued or to be issued by the Company. For purposes of the
foregoing:

                  (a) if only one of S&P and 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 determined by reference to the available rating;

                  (b) 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;

                  (c) 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 above the lower rating;

                  (d) 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

                  (e) 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.


                                      -6-
<PAGE>


         "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.

         "Consenting Lenders" has the meaning specified in Section 2.20.

         "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; excluding, however, Guarantees by
the Company of Indebtedness of employees of the Company and the Subsidiaries in
an aggregate amount at any time outstanding for all such Indebtedness not
exceeding $7,500,000.

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

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

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

         "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 4.06.

         "Distribution Date" has the meaning specified in Section 7.03.


                                      -7-
<PAGE>


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

         "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 for such period determined in
accordance with GAAP, 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 October 31, 2000
on which the conditions specified in Section 3.01 are satisfied (or waived in
accordance with Section 9.02).

         "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.


                                      -8-
<PAGE>


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

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

         "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 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 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).


                                      -9-
<PAGE>


         "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.

         "Existing Credit Agreement" has the meaning specified in the
Preliminary Statements.

         "Existing Termination Date" has the meaning specified in Section 2.20.

         "Extended Termination Date" means, as at any date, the date to which
the Termination Date has then most recently been extended pursuant to Section
2.20.

         "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                        .085%

         II                       .100%

        III                       .125%

         IV                       .175%

         V                        .200%

The Facility Fee Rate shall be determined by reference to the Performance Level
in effect from time to time.

         "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).


                                      -10-
<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.


                                      -11-
<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 Taxes" means Taxes other than Excluded Taxes.

         "Information Memorandum" means the Confidential Information Memorandum
dated September 2000 (Kinder Morgan Energy Partners, L.P. $600,000,000 Senior
Credit Facility).

         "Intercompany Notes" has the meaning specified in Section 5.12.

         "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.


                                      -12-
<PAGE>


         "Interest Payment Date" means (a) with respect to any ABR Loan, the
last Business Day of each January, April, July and October, (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 for any Competitive Borrowing shall end after the
Termination Date and no Interest Period for any Revolving Borrowing shall end
after the 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
Revolving Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

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

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

         "LIBOR" shall mean the rate of interest determined on the basis of the
rate for deposits in dollars in an amount substantially equal to the amount of
the applicable Loan for a period equal to the applicable Interest Period
commencing on the first day of such Interest Period appearing on Telerate Page
3750 as of 11:00 a.m. (London time) two Business Days prior to the first day of
the applicable Interest Period. In the event that such rate does not appear on
Telerate Page 3750, "LIBOR" shall be determined by the Administrative Agent to
be the rate per annum at which deposits in dollars are offered by leading
reference banks in the London interbank market to First Union at approximately
11:00 a.m. (London time) two Business Days prior to the first day of the
applicable



                                      -13-
<PAGE>

Interest Period for a period equal to such Interest Period and in an amount
substantially equal to the amount of the applicable Loan.

         "LIBOR Rate" shall mean, with respect to any LIBOR 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.

         "Loan Documents" mean, collectively, this Agreement, the Notes, if any,
the Intercompany Notes, 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 (including any adverse determination in any litigation, arbitration or
governmental investigation or proceeding) and after taking into account actual
insurance coverage and effective indemnification with respect to such
occurrence, (a) a material adverse effect on the financial condition, business
or operations of the Company and the Subsidiaries taken as a whole, (b) the
impairment of (i) the ability of the Company to collectively perform the payment
or other material obligations hereunder or under the other Loan Documents or
(ii) the ability of the Administrative Agent or the Lenders to realize the
material benefits intended to be provided by the Company under the Loan
Documents or (c) the subjection of any of the Administrative Agent or any Lender
to any civil or criminal liability.

         "Maturity Date" means the earlier of (a) the first anniversary of the
Existing Termination Date and (b) the acceleration of the Obligations pursuant
to Section 7.01.

         "Maximum Rate" has the meaning specified in Section 9.13.

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


                                      -14-
<PAGE>


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

         "Net Income" means for any Person for any period, the net income or
(net loss) of such Person for such period (taken as a cumulative whole), as
determined 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.

         "Nominee" has the meaning specified in Section 2.20.

         "Non-Consenting Lenders" has the meaning specified in Section 2.20.

         "Note"means a Revolving 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 Extension" has the meaning specified in Section 2.20.

         "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) the payment of all other indebtedness and liabilities by
and performance of all other obligations of, the Company to the Administrative
Agent 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 and the Lenders for fees, costs,


                                      -15-
<PAGE>

indemnification and expenses (including reasonable attorneys' fees and expenses)
under the Loan Documents;

                  (c) 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

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

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

         "OLP 'A'" means Kinder Morgan Operating L.P. "A", a Delaware limited
partnership.

         "OLP 'B'" means Kinder Morgan Operating L.P. "B", a Delaware limited
partnership.

         "OLP 'C'" means Kinder Morgan Operating L.P. "C", a Delaware limited
partnership.

         "OLP 'D'" means Kinder Morgan Operating L.P. "D", a Delaware limited
partnership.

         "OLP 'E'" means Kinder Morgan CO2 Company, L.P., a Texas limited
partnership.

         "Original Termination Date" means October 24, 2001.

         "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 9.05(e).

         "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, 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.


                                      -16-
<PAGE>


         "Performance Level II" means, at any date of determination, (a) the
Performance Level does not meet the requirements of Performance Level I and (b)
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) the
Performance Level does not meet the requirements of Performance Level I or
Performance Level II and (b) 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) the
Performance Level does not meet the requirements of Performance Level I,
Performance Level II or Performance Level III and (b) 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, 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 5.04;

                  (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 5.04;

                  (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;

                  (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 currently being contested in good faith by appropriate
proceedings, promptly instituted and diligently conducted, and for which
adequate reserves have been made to the extent required by GAAP;


                                      -17-
<PAGE>


                  (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.

         "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 ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

         "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 9.05.

         "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.

         "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.

                                      -18-
<PAGE>


         "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 Credit Agreement" means the Credit Agreement dated as of
September 29, 1999 among the Company, OLP "B", the lenders party thereto, First
Union National Bank, as Administrative Agent, Bank of America, N.A., as
Syndication Agent and Societe Generale, as Documentation Agent.

         "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 Revolving Credit
Exposures and unused Commitments representing 662/3% of the sum of the total
Revolving 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" of the Company means the Chairman, Vice Chairman,
President, any Vice President, Chief Financial Officer, Controller or Chief
Accounting Officer of the General Partner.

         "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


                                      -19-
<PAGE>

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 not constitute Restricted Payments so long
as in each case, 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 on and after the Execution Date 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) $50,000,000.00, 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 (as defined in the Related
Credit Agreement) and extending through and including the Execution Date), 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.

         "Revolving Borrowing" means a borrowing comprised of Revolving 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.

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

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

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

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

         "SFPP" means SFPP, L.P., a Delaware limited partnership.

         "SFPP First Mortgage Notes" means those certain First Mortgage Notes
issued by SFPP (under its prior name Southern Pacific Pipe Lines Partnership,
L.P.) pursuant to a Note Agreement dated December 8, 1988 between SFPP and the
purchasers named therein, which on the Execution Date are outstanding in the
aggregate principal amount of $181,030,000.

         "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


                                      -20-
<PAGE>

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.

         "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.

         "Termination Date" means, at any time, the Original Termination Date or
an Extended Termination Date, as the case may be or, in either case, the earlier
date of termination in whole of the Total Commitment pursuant to Section 2.09 or
Section 7.01.

         "Total Commitment" means the sum of the Commitments of the Lenders,
which on the Execution Date is $600,000,000.

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

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

         "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).

         "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


                                      -21-
<PAGE>

limited partnership, a 2% general partner interest and (c) in the case of a
limited liability company, a 2% member interest) is directly or indirectly owned
by the Company.

         "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 "Revolving Loan" or a "Competitive Loan") or by Type (e.g., a
"Eurodollar Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan" or
a "Fixed Rate Loan"). Borrowings also may be classified and referred to by Class
(e.g., a "Revolving 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 Revolving 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 the defined terms set forth in Section 1.01 or the covenants set
forth in Article VI would then be calculated in a different manner or with
different components or would render the same not meaningful criteria for
evaluating the matters contemplated to be evidenced by such covenants, (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 conform 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 so that the criteria for evaluating
the matters contemplated to be evidenced 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. (a) 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;


                                      -22-
<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 Revolving Loans to the Company from
time to time during the Availability Period in an aggregate principal amount
that will not result in (a) such Lender's Revolving Credit Exposure exceeding
such Lender's Commitment or (b) the sum of the total Revolving 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


                                      -23-
<PAGE>

subject to the terms and conditions set forth herein, the Company may borrow,
prepay and reborrow Revolving Loans.

                  SECTION 2.02 Loans and Borrowings. (a) Each Revolving Loan
shall be made as part of a Borrowing consisting of Revolving 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 Revolving 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 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 Revolving 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 Revolving 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 Revolving Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the Total Commitment. 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 six Eurodollar Revolving
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 Maturity Date.

                  SECTION 2.03 Requests for Revolving Borrowings. To request a
Revolving 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 (provided, however, no such request may be given prior
to the third Business Day after the Effective Date) 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


                                      -24-
<PAGE>

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 Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the 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 Revolving 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
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:


                                      -25-
<PAGE>


                  (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 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


                                      -26-
<PAGE>

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 paragraph 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   THIS SECTION IS INTENTIONALLY OMITTED.


                                      -27-
<PAGE>


                  SECTION 2.06 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.

                  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. 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
may be otherwise agreed upon by the Company and the Administrative Agent from
time to time.

                  (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.

                  SECTION 2.08 Interest Elections. (a) Subject to Section 2.14,
each Revolving Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Revolving
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 Revolving 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,

                                      -28-
<PAGE>

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, 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 Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request 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.

                  (e) If the Company fails to deliver a timely Interest Election
Request with respect to a Eurodollar Revolving 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

                                      -29-
<PAGE>

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 Revolving Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Revolving 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 Termination
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 Revolving Credit Exposures would, plus the aggregate principal
amount of outstanding Competitive Loans, 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
Revolving Loan on the Maturity Date and (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. In addition, if prior to the Termination Date the sum
of the total Revolving 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 Revolving Loans sufficient to cause the sum of the
total Revolving Credit Exposures, plus the aggregate principal amount of the
outstanding Competitive Loans, not to exceed the Total Commitment.



                                      -30-
<PAGE>


                  (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.

                  (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 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 Revolving Note or a Competitive Note, as the case may be. In such event,
the Company shall prepare, execute and deliver to such Lender a Revolving 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 9.05) 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 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 Revolving Borrowing, not later than 11:00 a.m., Charlotte, North
Carolina, time, three Business Days before the date of prepayment or (ii) in the
case of prepayment of an ABR Revolving Borrowing, 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

                                      -31-
<PAGE>

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 Revolving Borrowing        $  1,000,000              $ 3,000,000

ABR Revolving Borrowing                   1,000,000               1,000,000

Promptly following receipt of any such notice relating to a Revolving 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 Revolving Borrowing shall be in an amount that would be permitted in the
case of an advance of a Revolving Borrowing of the same Type as provided in
Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.13.

                  SECTION 2.12 Fees. (a) The Company agrees to pay to the
Administrative Agent for the account of each Lender a 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 and including
the date of this Agreement to but excluding the later of (i) the date on which
such Commitment terminates and (ii) the date the Loans are paid in full. Accrued
facility fees shall be payable in arrears on the last Business Day of January,
April, July and October 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 360 days 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 to each of the Administrative
Agent, the Syndication Agent, First Union Securities, Inc. and Banc of America
Securities LLC, for its own account, fees payable in the amounts and at the
times specified in that letter agreement dated September 14, 2000 among the
Company, the Administrative Agent, the Syndication Agent, First Union
Securities, Inc. and Banc of America Securities LLC (as from time to time
amended, the "Fee Letter").

                  (c) The Company agrees to pay to the Administrative Agent for
the account of each Lender a utilization fee (the "Utilization Fee"), which
shall accrue at a rate per annum equal to .125% on each Lender's Commitment
(whether used or unused) for each day from and after the Effective Date to but
excluding the Maturity Date on which the sum of the total Revolving Credit
Exposures, plus the aggregate principal amount of outstanding Competitive Loans
plus the aggregate


                                      -32-
<PAGE>

loans and letters of credit outstanding under the Related Credit Agreement,
exceeds 50% of the sum of Total Commitment plus the Total Commitment (as defined
in the Related Credit Agreement) and for each day on and after the Maturity Date
until the Revolving Credit Exposures of all Lenders, all Competitive Loans and
all loans outstanding under the Related Credit Agreement are paid in full or
reduced to zero, if the sum of the Total Revolving Credit Exposures, plus the
aggregate principal amount of outstanding Competitive Loans plus the aggregate
loans and letters of credit outstanding under the Related Credit Agreement,
exceeded 50% of the sum of Total Commitment plus the Total Commitment (as
defined in the Related Credit Agreement) on the day immediately preceding the
Maturity Date. All Utilization Fees shall be payable in arrears on the last day
of January, April, July and October of each year and on the date the Revolving
Credit Exposures of all Lenders and all Competitive Loans and all loans
outstanding under the Related Credit Agreement are paid in full or reduced to
zero, as the case may be, commencing on the first of such dates to occur after
the Effective Date. All Utilization Fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees and participation 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 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 Revolving 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 Revolving
Loan prior to the end of the Availability Period), accrued interest

                                      -33-
<PAGE>

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
Revolving 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 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 Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, (ii) if any Borrowing Request requests a Eurodollar Revolving
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:


                                      -34-
<PAGE>


                  (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

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

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

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

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section 2.15 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 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section 2.15 shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Company shall not
be required to compensate a Lender pursuant to this Section 2.15 for any
increased costs or reductions incurred more than six months prior to the date
that such Lender notifies the Company of the Change in Law giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 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


                                      -35-
<PAGE>

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 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 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 or a
Lender (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the 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 and
each Lender, within 10 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 or such Lender, 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

                                      -36-
<PAGE>

or liability delivered to the Company by a Lender, or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the 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.

                  (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.

         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 or fees, 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 that payments pursuant to Sections 2.15, 2.16, 2.17 and
9.03 shall be made directly to the Persons entitled thereto. The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments hereunder shall be made in dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first, 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 then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal then due to
such parties.

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and accrued interest thereon than the proportion received by any other Lender,
then


                                      -37-
<PAGE>

the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving 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 Revolving 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 to any assignee,
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 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 the amount due. In such event,
if the Company has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the Federal Funds Effective
Rate.

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

         SECTION 2.19 Mitigation Obligations; Replacement of Lenders. (a) If any
Lender requests compensation under Section 2.15, or 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. The Company hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.



                                      -38-
<PAGE>


                  (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 9.05), 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, 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, 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 Extensions of Termination Date; Removal of
Lenders. (a) The Company may, by written notice to the Administrative Agent (a
"Notice of Extension") given not less than 30 nor more than 45 days prior to the
then effective Termination Date, advise the Lenders that it requests an
extension of the then effective Termination Date (such then effective
Termination Date being the "Existing Termination Date") by 364 calendar days,
effective on the Existing Termination Date. The Administrative Agent will
promptly, and in any event within five Business Days of the receipt of such
Notice of Extension, notify the Lenders of the contents of each such Notice of
Extension.

                  (b) Each Notice of Extension shall (i) be irrevocable and (ii)
constitute a representation by the Company that (A) neither any Event of Default
nor any Default has occurred and is continuing, and (B) the representations and
warranties contained in Article IV are correct on and as of such date, as though
made on and as of such date (unless any representation and warranty expressly
relates to an earlier date). In the event the Existing Termination Date is
extended pursuant to the terms of this Section 2.20, the Company shall be deemed
to represent on and as of the effective date of such extension that (i) neither
any Event of Default nor any Default has occurred and is continuing, and (ii)
the representations and warranties contained in Article IV are correct on and as
of such date, as though made on and as of such date (unless any representation
and warranty expressly relates to an earlier date.

                  (c) In the event a Notice of Extension is given to the
Administrative Agent as provided in Section 2.20(a) and the Administrative Agent
notifies a Lender of the contents thereof, such Lender shall on or before the
20th day next preceding the Existing Termination Date advise the Administrative
Agent in writing whether or not such Lender consents to the extension requested


                                      -39-
<PAGE>

thereby and if any Lender fails so to advise the Administrative Agent, such
Lender shall be deemed to have not consented to such extension. If Lenders
holding 80% or more of the Total Commitment so consent (the "Consenting
Lenders") to such extension and any and all Lenders who have not consented (the
"Non-Consenting Lenders") are replaced, the Termination Date, and the
Commitments of the Consenting Lenders and the Nominees (as defined below) shall
be automatically extended 364 calendar days past the Existing Termination Date,
effective on the Existing Termination Date. The Administrative Agent shall
promptly notify the Company and all of the Lenders of each written notice of
consent given pursuant to this Section 2.20(c).

                  (d) In the event the Consenting Lenders hold less than 100% of
the Total Commitment, the Consenting Lenders, or any of them, shall have the
right (but not the obligation) to assume all or any portion of the
Non-Consenting Lenders' Commitments by giving written notice to the Company and
the Administrative Agent of their election to do so on or before the 15th day
next preceding the Existing Termination Date, which notice shall be irrevocable
and shall constitute an undertaking to (i) assume, as of the close of business
on the Existing Termination Date, all or such portion of the Commitments of the
Non-Consenting Lenders, as the case may be, as may be specified in such written
notice, and (ii) purchase (without recourse) from the Non-Consenting Lenders, at
the close of business on the Existing Termination Date, the Revolving Credit
Exposures outstanding on the Existing Termination Date that correspond to the
portion of the Commitments to be so assumed at a price equal to the sum of (x)
the unpaid principal amount of all Loans so purchased, plus (y) the aggregate
amount, if any, previously funded by the transferor or any participations so
purchased, plus (z) all accrued and unpaid interest thereon. Such Commitments
and Revolving Credit Exposures, or portion thereof, to be assumed and purchased
by Consenting Lenders shall be allocated among those Consenting Lenders who have
so elected to assume the same pro rata in accordance with the respective
Commitments of such Consenting Lenders as of the Existing Termination Date
(provided, however, in no event shall a Consenting Lender be required to assume
and purchase an amount or portion of the Commitments and Revolving Credit
Exposures of the Non-Consenting Lenders in excess of the amount which such
Consenting Lender agreed to assume and purchase pursuant to the immediately
preceding sentence) or on such other basis as such Consenting Lender shall
agree. The Administrative Agent shall promptly notify the Company and the other
Consenting Lenders in the event it receives any notice from a Consenting Lender
pursuant to this Section 2.20(d).

                  (e) In the event that the Consenting Lenders shall not elect
as provided in Section 2.20(d) to assume and purchase all of the Non-Consenting
Lenders' Commitments and Revolving Credit Exposures, the Company may designate,
by written notice to the Administrative Agent and the Consenting Lenders given
on or before the tenth day next preceding the Existing Termination Date, one or
more Eligible Assignees not a party to this Agreement (individually, a "Nominee"
and collectively, the "Nominees") to assume all or any portion of the
Non-Consenting Lenders' Commitments not to be assumed by the Consenting Lenders
and to purchase (without recourse) from the Non-Consenting Lenders all Revolving
Credit Exposures outstanding at the close of business on the Existing
Termination Date that corresponds to the portion of the Commitments so to be
assumed at the price specified in Section 2.20(d). Each assumption and purchase
under this


                                      -40-
<PAGE>

Section 2.20(e) shall be effective as of the close of business on the
Existing Termination Date when each of the following conditions has been
satisfied in a manner satisfactory to the Administrative Agent:

                  (i) each Nominee and the Non-Consenting Lenders have executed
         an Assignment and Acceptance pursuant to which such Nominee shall (A)
         assume in writing its share of the obligations of the Non-Consenting
         Lenders hereunder, including its share of the Commitments of the
         Non-Consenting Lenders and (B) agree to be bound as a Lender by the
         terms of this Agreement; and

                  (ii) each Nominee shall have completed and delivered to the
         Administrative Agent an Administrative Questionnaire.

                  (f) In the event that the Consenting Lenders shall not elect
as provided in Section 2.20(d) to assume all of the Non-Consenting Lenders'
Commitments and the Company shall not have effectively designated one or more
Nominees to assume the Commitments of and purchase the Revolving Credit
Exposures of the Non-Consenting Lenders as contemplated by Section 2.20(e),
there shall be no extension of the Existing Termination Date.


                                  ARTICLE III.
                              CONDITIONS PRECEDENT

                  SECTION 3.01 Conditions Precedent to the Initial Borrowing.
The obligation of each Lender to make its initial Loan is subject to the
following conditions:

         (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 Revolving 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 General Partner, certifying, inter alia, (A)
         true and complete copies of each of the certificate of incorporation,
         as amended and in effect, of the General Partner, the partnership
         agreement, 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 General Partner (1)
         authorizing the execution, delivery and performance by the Company of
         this Agreement and the other Loan Documents to which it is or will be a
         party and the Borrowings to be made hereunder, (2) approving the forms
         of the Loan Documents to which it is a party and which will be
         delivered at or prior to the initial Borrowing Date and (3) authorizing
         officers


                                      -41-
<PAGE>

         of the General Partner to execute and deliver the Loan Documents to
         which the Company is or will be a party and any related documents,
         including any agreement contemplated by this Agreement, (B) the
         incumbency and specimen signatures of the officers of the General
         Partner executing any documents on its behalf and (C) (1) that the
         representations and warranties made by the Company in each Loan
         Document to which the Company is a party 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) a letter 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 & Patterson,
         L.L.P., 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
         partnership of the Company in each jurisdiction in which the ownership
         of its properties or the conduct of its business requires such
         qualification and where the failure so to qualify would, individually
         or collectively, have a Material Adverse Effect.

                  (b) The Administrative Agent shall be reasonably satisfied
that all required consents and approvals of any applicable 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),
and all applicable waiting periods shall have expired (or been waived) without
any action being taken by any Governmental Authority.

                  (c) All agreements relating to, and the organizational
structure of, the Company and the Subsidiaries, and all organic documents of the
Company and the Subsidiaries, shall be reasonably satisfactory to the
Administrative Agent and the Syndication Agent.

                  (d) The Company shall have paid to First Union Securities,
Inc., Banc of America Securities LLC, the Administrative Agent and the
Syndication Agent all fees and expenses pursuant to the Fee Letter agreed upon
by such parties to be paid on or prior to the Execution Date.

                  (e) The Existing Credit Agreement shall have been terminated
and all amounts outstanding thereunder paid in full.


                                      -42-
<PAGE>


         (f) The Company shall have paid to Andrews & Kurth L.L.P. pursuant to
Section 9.03 all reasonable fees and disbursements invoiced to the Company on or
prior to the Execution Date.

                  SECTION 3.02 Conditions Precedent to All Borrowings. The
obligation of the Lenders to make any Loan (including any Loan on the initial
Borrowing Date) is subject to the further conditions precedent that on the date
of such Borrowing:

         (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 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 (unless such representation and warranty expressly
relates to an earlier date), and 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 by the Company's
delivery of a Borrowing Request;

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

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

         (e) The Administrative Agent and the Lenders shall have received such
other approvals, opinions or documents as the Administrative Agent or the
Required Lenders may reasonably request.

The acceptance of the benefits of each Borrowing 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 as or
into 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


                                      -43-
<PAGE>

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.


                                   ARTICLE IV.
                         REPRESENTATIONS AND WARRANTIES

                  In order to induce the Lenders to enter into this Agreement
and to make the Loans provided for herein, the Company makes, on or as of the
Effective Date and the occurrence of each Borrowing, 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
to own its property and 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 Execution Date, the Persons and other entities named in
Schedule 4.01 are all of the Subsidiaries of the Company, and such Schedule 4.01
(x) accurately reflects (i) the direct owner of the Capital Stock of each such
Subsidiary and (ii) the percentage of the issued and outstanding 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, and
jurisdictions in which they are qualified as foreign corporations, foreign
partnerships, foreign limited liability companies or other foreign entities to
do business.

                  SECTION 4.02 Authorization, Validity, Etc. The Company has all
requisite partnership or other power and authority to execute, deliver and
perform its obligations hereunder and under the other Loan Documents to which it
is a party and to make the Borrowings hereunder, and all such action has been
duly authorized by all necessary partnership proceedings on its part. 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.

                                      -44-
<PAGE>


                  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,
delivery or performance by the Company of 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 Conflicting or Adverse Agreements or
Restrictions. Neither the Company nor any of the Subsidiaries is a party to any
contract or agreement or subject to any restriction that would reasonably be
expected to have a Material Adverse Effect. Neither the execution, delivery and
performance by the Company of the Loan Documents to which it is a party, nor
compliance with the terms and provisions thereof, nor the extensions of credit
contemplated by the Loan Documents, (a) will breach or violate any applicable
Requirement of Law, (b) will 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 property or asset of it or 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 for the Company could reasonably be expected to result in a Material
Adverse Effect or (c) will violate any provision of the organic documents of the
Company.

                  SECTION 4.05 Properties. (a) 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 minor
defects in title that do not materially interfere with its ability to conduct
its business as currently conducted or to utilize such properties for their
intended purposes.

                  (b) Each of the Company and the Subsidiaries owns, or is
licensed to use, all trademarks, trade names, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Company and the Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, neither individually nor in the
aggregate for the Company and such Subsidiaries, could reasonably be expected to
result in a Material Adverse Effect.

                  SECTION 4.06 Litigation and Environmental Matters. (a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the 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, individually or in the
aggregate for the Company and such Subsidiaries, to result in a Material Adverse
Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or
the Transactions.

                  (b) Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate for the Company and
the Subsidiaries, could not reasonably be

                                      -45-
<PAGE>

expected to result in a Material Adverse Effect, neither the Company nor any of
the Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

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

                  SECTION 4.07 Financial Statements. (a) The consolidated and
consolidating balance sheets of the Company and its consolidated Subsidiaries as
at December 31, 1999 and the related consolidated and consolidating statements
of income, partners', shareholders' or members' equity and cash flow of the
Company and its consolidated Subsidiaries for the fiscal year ended on said
date, with (in the case of such consolidated financial statements) the opinion
thereon of PricewaterhouseCoopers LLP heretofore furnished to the Lenders and
the unaudited consolidated and consolidating balance sheets of the Company and
its consolidated Subsidiaries as at June 30, 2000 and their related consolidated
and consolidating statements of income, partners', shareholders' or members'
equity and cash flow of the Company and its consolidated Subsidiaries for the
six-month period ended on such date heretofore furnished to the Lenders, are
complete and correct in all material respects and fairly present the
consolidated financial condition of the Company and its consolidated
Subsidiaries as at said dates and the results of their operations for the fiscal
year and the six-month period ended on said dates, all in accordance with GAAP,
as applied on a consistent basis (subject, in the case of the interim financial
statements, to the absence of footnotes and to normal year-end and audit
adjustments).

                  (b) Since December 31, 1999, there has been no material
adverse change in the business, assets, operations or condition, financial or
otherwise, of the Company and the Subsidiaries, taken as a whole.

                  SECTION 4.08 Disclosure. The Company has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
it or any of the Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate for the Company and such Subsidiaries,
could reasonably be expected to result in a Material Adverse Effect. 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.


                                      -46-
<PAGE>


                  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 Public Utility Holding Company Act. Neither the
Company nor any of the Subsidiaries is a non-exempt "holding company,"or subject
to regulation as such, or an "affiliate" of a "holding company" or a "subsidiary
company" of a "holding company,"within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

                  SECTION 4.11 ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed by more than $5,000,000 the fair market value of the assets of such Plan,
and the present value of all accumulated benefit obligations of all underfunded
Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $5,000,000 the
fair market value of the assets of all such underfunded Plans.

                  SECTION 4.12 Tax Returns and Payments. (a) 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 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. No material income tax
liability of the Company or the Subsidiaries has been asserted by the Internal
Revenue Service of the United States or any other Governmental Authority for any
taxes in excess of those already paid, except for taxes which are being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP have been created on the books of the Company
and the Subsidiaries.

                  (b) The federal income tax liabilities, if any, of the Company
and the Subsidiaries (and of the General Partner) have been finally determined
by the Internal Revenue Service and satisfied for all taxable years through the
fiscal year ending in 1994.

                  SECTION 4.13 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


                                      -47-
<PAGE>

Company and the Subsidiaries, could not reasonably be expected to result in a
Material Adverse Effect. No Default or Event of Default has occurred and is
continuing.

                  SECTION 4.14 Purpose of Loans. (a) All proceeds of the Loans
will be used for the purposes set forth in Section 5.08.

                  (b) None of the proceeds of the loans under the Existing
Credit Agreement or this Agreement were or 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 a 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 Securities Exchange Act of 1934. Margin stock does not constitute more than
25% of the assets of the Company and the Company does not intend or foresee that
it will ever do so.


                                   ARTICLE V.
                              AFFIRMATIVE COVENANTS

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the 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) As soon as available and in any event within 120 days
after the end of each fiscal year of the Company: (i) the audited consolidated
statements of income, partners' equity and cash flows of the Company for such
fiscal year, and the related consolidated balance sheet of the Company as at the
end of such fiscal year, setting forth in each case in comparative form the
figures for (or in the case of the balance sheet, as of the end of) the previous
fiscal year, accompanied by the related opinion of independent public
accountants of recognized national standing reasonably acceptable to the
Administrative Agent, which opinion shall (x) state that said financial
statements of the Company fairly present the consolidated financial condition
and results of operations of the Company as at the end of, and for, such fiscal
year and that such financial statements have been prepared in accordance with
GAAP except for such changes in such principles with which the independent
public accountants shall have concurred, and (y) not contain a "going concern"
or other adverse qualification or exception unacceptable to the Required
Lenders; and (ii) a certificate of such accountants stating that, in making the
examination necessary for their opinion, they obtained no knowledge, except as
specifically stated, of any Event of Default or Default, and stating whether any
change in GAAP or in the application thereof has occurred since the date of the
audited financial


                                      -48-
<PAGE>

statements referred to in Section 4.07(b) and, if any such change has occurred,
specifying the effect of such change on the financial statements accompanying
such certificate.

                  (b)(i) As soon as available and in any event within 60 days
         after the end of each of the first three fiscal quarterly periods of
         each fiscal year of the Company, unaudited consolidated statements of
         income, partners' equity and cash flows of the Company for such period
         and for the period from the beginning of the respective fiscal year to
         the end of such period, and the related unaudited consolidated balance
         sheet as at the end of such period, setting forth in each case in
         comparative form the figures for (or in the case of balance sheets, as
         of the end of) the corresponding periods in the previous fiscal year,
         accompanied by the certificate of a Responsible Officer of the Company,
         which certificate shall state that said financial statements fairly
         present the consolidated financial condition and results of operations
         of the Company in accordance with GAAP, as at the end of, and for, such
         period (subject to the absence of footnotes and changes resulting from
         normal year-end audit adjustments).

                  (ii) As soon as available and in any event within 60 days
         after the end of each of the first three fiscal quarterly periods of
         each fiscal year, and within 120 days after the end of each fiscal year
         of OLP "A", OLP "B", OLP "C", OLP "D", OLP "E" and each other
         Wholly-owned Subsidiary the Capital Stock of which is owned directly by
         the Company, unaudited consolidated statements of income, partners',
         shareholders' or members' equity, as the case may be, and cash flows of
         such Person and the Subsidiaries for such period and for the period
         from the beginning of the respective fiscal year to the end of such
         period, and the related unaudited consolidated balance sheet as at the
         end of such period, setting forth in each case in comparative form the
         figures for (or in the case of balance sheets, as of the end of) the
         corresponding periods in the previous fiscal year, accompanied by the
         certificate of a Responsible Officer of such Person, which certificate
         shall state that said financial statements fairly present the
         consolidated and consolidating financial condition and results of
         operations of such Person in accordance with GAAP, as at the end of,
         and for, such period (subject to the absence of footnotes and changes
         resulting from normal year-end audit adjustments).

                  (c) Promptly upon receipt thereof, and in the form received,
all audited and unaudited financial statements (whether quarterly or annual)
received by the Company from any Person (other than an individual) whose income
is accounted for through any of the Persons referenced in Section 5.01(b)(ii)
and whose EBITDA or distributions, as the case may be, exceed 25% of
Consolidated EBITDA.

                  (d) Prompt written notice of the following:

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


                                      -49-
<PAGE>


                  (ii) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in liability of the Company and the Subsidiaries in
         an aggregate amount exceeding $5,000,000; and

                  (iii) 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 shall 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.

                  (e) 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.

                  (f) Promptly upon its becoming available, each financial
statement, report, notice or proxy statement sent by the Company to stockholders
generally and each regular or periodic report and any registration statement or
prospectus filed by the Company with any securities exchange or the Securities
and Exchange Commission or any successor agency.

                  (g) Promptly after the furnishing thereof, copies of any
statement, report or notice furnished to any Person pursuant to the terms of any
indenture, loan or credit or other similar agreement, other than this Agreement
and not otherwise required to be furnished to the Administrative Agent pursuant
to any other provision of this Section 5.01.

                  (h) From time to time such other information regarding the
business, affairs or financial condition of the Company or any Subsidiary
(including any Plan or Multiemployer Plan and any reports or other information
required to be filed under ERISA) as the Required Lenders or the Administrative
Agent may reasonably request.

The Company will furnish to the Administrative Agent, at the time it furnishes
each set of financial statements pursuant to paragraph (a) or (b) above, a
certificate substantially in the form of Exhibit 5.01 executed by a Responsible
Officer of the Company (i) certifying as to the matters set forth therein and
stating that no Event of Default or Default has occurred and is continuing (or,
if any Event of Default or Default has occurred and is continuing, describing
the same in reasonable detail), (ii) setting forth in reasonable detail the
computations necessary to determine whether the Company is in compliance with
Sections 6.07(a) and (b), and (iii) a statement, with respect to each
Intercompany Note, of (A) the actual outstanding principal amount thereof, and
the amount of any accrued and unpaid interest thereon, as at the end of the
respective quarter or fiscal year, as the case may be, and (B) the highest and
lowest principal amount thereof at any time outstanding during such quarter or
fiscal year and the periods during such quarter or fiscal year during which the
principal of such Intercompany Note was outstanding in each such amount.



                                      -50-
<PAGE>


                  SECTION 5.02 Litigation. The Company shall promptly give to
the Administrative Agent notice of all legal or arbitral proceedings, and of all
proceedings before any Governmental Authority affecting the Company or any
Subsidiary, except proceedings which, if adversely determined, would not have a
Material Adverse Effect. The Company will, and will cause each of the
Subsidiaries to, promptly notify the Administrative Agent of any claim,
judgment, Lien or other encumbrance affecting any property or assets of the
Company or any such Subsidiary if the value of the claim, judgment, Lien, or
other encumbrance affecting such property or assets shall exceed $10,000,000.

                  SECTION 5.03 Existence, Conduct of Business. The Company will,
and will cause each of the 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
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.03.

                  SECTION 5.04 Payment of Obligations. The Company will, and
will cause each of the Subsidiaries to, pay its obligations, including tax
liabilities, that, if not paid, could result in a Material Adverse Effect before
the same shall become delinquent or in default, 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 5.05 Maintenance of Properties; Insurance. The Company
will, and will cause each of the Subsidiaries to, (a) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.

                  SECTION 5.06 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, to visit
and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as
reasonably requested.

                  SECTION 5.07 Compliance with Laws. The 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.


                                      -51-
<PAGE>


                  SECTION 5.08 Use of Proceeds. The proceeds of the Loans will
be used only for (a) refinancing (i) amounts outstanding under the Existing
Credit Agreement, (ii) the SFPP First Mortgage Notes and/or commercial paper
back-up, and (b) working capital and other partnership purposes. No part of the
proceeds of any Loan has been or will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X.

                  SECTION 5.09 Further Assurances. The Company will cure
promptly any defects in the creation and issuance of any Notes and the execution
and delivery of this Agreement. The Company at its expense will promptly execute
and deliver to the Administrative Agent upon request all such other documents,
agreements and instruments to comply with or accomplish the covenants and
agreements of the Company in this Agreement and the other Loan Documents to
which the Company is a party.

                  SECTION 5.10 Performance of Obligations. The Company will pay
the Loans according to the reading, tenor and effect thereof; and the Company
will do and perform every act and discharge all of the Obligations to be
performed and discharged by it under this Agreement, at the time or times and in
the manner specified.

                  SECTION 5.11 Lines of Business. The Company will, and will
cause each Subsidiary to, be and remain engaged in only those lines of business
in which the Company and such Subsidiaries are engaged on the date of this
Agreement, any additional lines of business reasonably related thereto, and no
others.

                  SECTION 5.12 Intercompany Notes. The Company will cause each
Subsidiary (other than Subsidiaries which conduct no business, have minimal
assets and have no Indebtedness owing to the Company) or each other Affiliate to
execute a promissory note in favor of the Company in an original principal
amount equal to the actual amount from time to time outstanding of Indebtedness
of such Subsidiary or other Affiliate to the Company (being the sum of the
amounts specified pursuant to clause (i) of the next sentence), and dated
September 29, 1999 in the case of the Subsidiaries in existence on such date, in
the case of any other Subsidiary, the date such Person becomes a Subsidiary and
in the case of any other Affiliate, the first date on which any such
Indebtedness is incurred by such other Affiliate (collectively, the
"Intercompany Notes"). The Company will maintain accounts in which it shall
record (i) the amount of the proceeds of each Loan, and each other amount, from
time to time advanced to such Subsidiary or such Affiliate; (ii) the interest
rate applicable to such advance or payment; and (iii) each payment of principal
or interest made by such Subsidiary or other Affiliate.


                                      -52-

<PAGE>


                                   ARTICLE VI.
                               NEGATIVE COVENANTS

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

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

                  (a) in the case of OLP "B", Indebtedness under the Related
Credit Agreement;

                  (b) in the case of OLP "B", Indebtedness in respect of the
Bonds;

                  (c) in the case of SFPP, Indebtedness in respect of the SFPP
First Mortgage Notes, but not any extension, refinancing, renewal or refunding
thereof, except (i) with Indebtedness of SFPP owing solely to the Company, or
(ii) if the Company shall furnish to the Administrative Agent an opinion of the
Company's independent public accountants to the effect that any such extension,
refinancing, renewal or refunding thereof solely with Indebtedness of SFPP owing
to the Company as contemplated by clause (i) above would cause an acceleration
of any tax liabilities of Burlington Northern Santa Fe Corporation or any of its
Affiliates under applicable federal tax law, then SFPP may refinance, renew or
refund not more than $181,030,000 of such Indebtedness with unsecured
Indebtedness owing to one or more Persons other than the Company;

                  (d) not in excess of $120,000,000 aggregate principal amount
of Indebtedness of Plantation Pipe Line at any time outstanding, if it becomes a
Subsidiary;

                  (e) in the case of any Person (other than Plantation Pipe
Line) that becomes a Subsidiary, Indebtedness existing at the time such Person
becomes a Subsidiary and not incurred in contemplation thereof (which for
purposes of this Agreement shall be deemed to be incurred at the time such
Person becomes a Subsidiary), Indebtedness assumed by any Subsidiary in
connection with its acquisition (whether by merger, consolidation or acquisition
of all or substantially all of the assets) of another Person and Indebtedness
refinancing (but not increasing) such Indebtedness, provided that at the time of
and after giving effect to the incurrence or assumption of such Indebtedness or
refinancing Indebtedness and the application of the proceeds thereof, as the
case may be, the aggregate principal amount of all such Indebtedness, and of all
Indebtedness previously incurred or assumed pursuant to this Section 6.01(e),
and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period
of four full fiscal quarters of the Company and the Subsidiaries (and such
Person on a pro forma basis) then 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;

                  (f) Indebtedness of any Subsidiary to the Company; and


                                      -53-
<PAGE>


                  (g) in the case of any Subsidiary, Indebtedness not otherwise
permitted by Section 6.01(a), (b), (c), (d), (e) or (f), provided that at the
time of and after giving effect to the incurrence of such Indebtedness and the
application of the proceeds thereof the aggregate principal amount of all such
Indebtedness, and of all Indebtedness previously incurred pursuant to this
Section 6.01(g), and then outstanding, shall not exceed 25% of Consolidated
EBITDA for the period of four full fiscal quarters of the Company and the
Subsidiaries then 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;

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

                  SECTION 6.02 Liens. The 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) any Lien on any property or asset of the Company or any
Subsidiary (i) existing on the date hereof and set forth in Schedule 6.02;
provided that (A) such Lien shall not extend to any other property or asset of
the Company or such Subsidiary and (B) such Lien shall secure only those
obligations which it secures on the date hereof and (ii) any Lien required to be
created pursuant to Section 2.06(a), 2.06(k), 2.10 or 7.01 of the Related Credit
Agreement;

                  (c) Liens on properties or assets of SFPP securing the SFPP
First Mortgage Notes; and

                  (d) 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 permitted by
Sections 6.01(d) and/or (e) in an aggregate principal amount at any one time
outstanding not in excess of $100,000,000; 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, and (iv) after giving effect to such
acquisition or such Person becoming a Subsidiary, the Indebtedness secured by
such Lien would be permitted by Sections 6.01(d) and/or (e).



                                      -54-
<PAGE>


                  SECTION 6.03 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 thereof and immediately after
giving effect thereto no Event of Default or Default shall have occurred and be
continuing and (b) if the Company is involved in any such transaction the
Company is the surviving entity or the recipient of any such sale, transfer,
lease or other disposition of assets; provided, however, that in no event shall
any such merger, consolidation, sale, transfer, lease or other disposition
whether or not otherwise permitted by this Section 6.03, have the effect of
releasing the Company from any of its obligations and liabilities under this
Agreement.

                  SECTION 6.04 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 6.05 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 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 6.06 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 or the Related Credit Agreement,
(b) customary restrictions and conditions contained in agreements relating to
the sale 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, (c) restrictions and conditions existing on the date hereof
identified on Schedule 6.06 (but shall apply to any extension or renewal of, or
any amendment or modification expanding the scope of, any such restriction or
condition) and (d) restrictions and conditions contained in the agreement
pursuant to which the SFPP First Mortgage Notes were issued.


                                      -55-
<PAGE>


                  SECTION 6.07 Financial Covenants. The Company will 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 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 4.00 to 1.0. For purposes of this Section
6.07(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 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 6.01) 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.

                  (b) Ratio of Consolidated EBITDA to Consolidated Interest
Expense. The Company will not at any time permit the ratio of Consolidated
EBITDA for the four full fiscal quarters then 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 Consolidated Interest Expense for such four full
fiscal quarters to be less than 3.50 to 1.0.

                  SECTION 6.08 Amendments to Certain Agreements. The Company
will not and will not permit any Subsidiary to amend its partnership agreement
or operating agreement or in the case of SFPP, the SFPP First Mortgage Notes or
the Note Agreement pursuant to which such First Mortgage Notes were issued, in
each case, in any manner that could reasonably be expected to be adverse to the
Lenders.


                                  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 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


                                      -56-
<PAGE>

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 days;

                  (c) any representation or warranty made or, for purposes of
Article III, deemed made by or on behalf of the Company herein, at the direction
of the Company 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(d)(iii), 5.03 (with respect to
the Company's existence) or 5.08 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 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) an 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 $5,000,000, 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 caused or shall have the ability to cause the acceleration of the payment
of Indebtedness with an aggregate face amount which is equal to or exceeds
$5,000,000; 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 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 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;


                                      -57-
<PAGE>


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

                  (j) 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 default shall occur and be continuing is equal to or
exceeds $10,000,000;

                  (k) one or more judgments for the payment of money in an
aggregate amount in excess of $10,000,000 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) an ERISA Event shall have occurred that, in the opinion of
the Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in liability of the Company and
the Subsidiaries in an aggregate amount exceeding (i) $5,000,000 in any year or
(ii) $10,000,000 for all periods;

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) and (ii) 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


                                      -58-
<PAGE>

due and payable without presentment, demand, 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; and (iii) exercise any rights or
remedies under the Loan Documents.

                  SECTION 7.02 Other Remedies. Upon the occurrence and during
the continuance of any Event of Default, the Administrative Agent, acting at the
request of the Required Lenders, may proceed to protect and enforce its rights,
either by suit in equity or by action at law or both, whether for the specific
performance of any covenant or agreement contained in this Agreement or in any
other Loan Document or in aid of the exercise of any power granted in this
Agreement or in any other Loan Document; or may proceed to enforce the payment
of all amounts owing to the Administrative Agent and the Lenders under the Loan
Documents and interest thereon in the manner set forth herein or therein; it
being intended that no remedy conferred herein or in any of the other Loan
Documents is to be exclusive of any other remedy, and each and every remedy
contained herein or in any other Loan Document shall be cumulative and shall be
in addition to every other remedy given hereunder and under the other Loan
Documents now or hereafter existing at law or in equity or by statute or
otherwise.

                  SECTION 7.03 Application of Moneys During Continuation of
Event of Default. (a) So long as an Event of Default of which the Administrative
Agent shall have given notice to the Lenders shall continue, all moneys received
by the Administrative Agent from the Company under the Loan Documents shall,
except as otherwise required by law, be distributed by the Administrative Agent
on the dates selected by the Administrative Agent (individually, a "Distribution
Date" and collectively, the "Distribution Dates") as follows:

                  first, to payment of the unreimbursed expenses for which the
                  Administrative Agent or any Lender is to be reimbursed
                  pursuant to Section 9.03 and unpaid fees owing to the
                  Administrative Agent pursuant to the Fee Letter;

                  second, to the ratable payment of accrued but unpaid interest
                  on the Obligations;

                  third, to the ratable payment of unpaid principal of the
                  Obligations;

                  fourth, to the ratable payment of all other amounts payable by
                  the Company hereunder;

                  fifth, to the ratable payment of all other Obligations, until
                  all Obligations shall have been paid in full; and

                  finally, to payment to the Company, or its successors or
                  assigns, or as a court of competent jurisdiction may direct,
                  of any surplus then remaining from such proceeds.


                                      -59-
<PAGE>


                  (b) The term "unpaid" as used in this Section 7.03 shall mean
all Obligations outstanding as of a Distribution Date as to which prior
distributions have not been made, after giving effect to any adjustments which
are made pursuant to Section 9.09 of which the Administrative Agent shall have
been notified.


                                  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.

                  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


                                      -60-
<PAGE>

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) 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, First Union National Bank (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. First Union
National Bank (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. First Union National Bank 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, THE SYNDICATION AGENT AND THE DOCUMENTATION AGENT
RATABLY IN ACCORDANCE WITH THEIR APPLICABLE PERCENTAGES FOR THE INDEMNITY
MATTERS AS DESCRIBED IN SECTION 9.03 TO THE EXTENT NOT INDEMNIFIED OR REIMBURSED
BY THE COMPANY UNDER SECTION 9.03, BUT WITHOUT LIMITING THE OBLIGATIONS OF THE
COMPANY UNDER SAID SECTION 9.03 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, THE SYNDICATION
AGENT OR THE DOCUMENTATION 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


                                      -61-
<PAGE>

AND IS CONTINUING, NORMAL ADMINISTRATIVE COSTS AND EXPENSES INCIDENT TO THE
PERFORMANCE OF ITS AGENCY 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, THE SYNDICATION AGENT OR THE
DOCUMENTATION 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, THE
SYNDICATION AGENT OR THE DOCUMENTATION 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, the Documentation 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, the
Documentation 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, the Syndication Agent nor the Documentation
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, the
Syndication Agent nor the Documentation 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, the Documentation 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
9.02) 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 9.02) and any action taken or failure to act pursuant
thereto by the Administrative Agent


                                      -62-
<PAGE>

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 9.02) 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 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. 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. 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 9.03 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 and Documentation
Agent. Notwithstanding the indemnity of the Syndication Agent and the
Documentation Agent contained in Section 8.05 and in Section 9.03, neither the
Syndication Agent nor the Documentation Agent shall have any duty,
responsibility or liability in such capacity with respect to the administration
or enforcement of this Agreement or any other Loan Document.


                                   ARTICLE IX.
                                  MISCELLANEOUS

                  SECTION 9.01 Notices, Etc. The Administrative Agent, 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 the Administrative Agent
(in the case of a Lender) thereof. In the event that the holder of any Note or



                                      -63-
<PAGE>

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. 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:

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

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

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

                                    c/o  First Union Securities, Inc.
                                    1001 Fannin Street, Suite 2255
                                    Houston, Texas 77002
                                    Attention:       Russell Clingman
                                    Telecopy No.:    (713)-650-6354;

                  (c) If to any other Lender, as specified on the signature page
for such Lender hereto or, in the case of any Person who becomes a Lender after
the date hereof, as specified on the Assignment and Acceptance executed by such
Person or in the Administrative Questionnaire delivered 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.

                  All Communications shall, when mailed, telecopied or
delivered, be effective when mailed by certified mail, return receipt requested
to any party at its address specified above, on the signature page hereof or on
the signature page of such Assignment and Acceptance (or other address
designated by such party in a Communication to the other parties hereto), or
telecopied to any party to the telecopy number set forth above, on the signature
page hereof or on the signature page of such Assignment and Acceptance (or other
telecopy number designated by such party in a Communication to the other parties
hereto), or delivered personally to any party at its address specified above, on
the signature page hereof or on the signature page of such Assignment and
Acceptance (or other address designated by such party in a Communication to the
other parties hereto); provided, however, Communications to the Administrative
Agent pursuant to Article II or Article VIII shall not be effective until
received by the Administrative Agent and Communications to the Administrative
Agent pursuant to Article II shall be at the Principal Office.


                                      -64-
<PAGE>


                  SECTION 9.02 Waivers; Amendments. (a) No failure or delay by
the Administrative Agent, 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 9.02(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 shall not be
construed as a waiver of any Default or Event of Default, regardless of whether
the Administrative Agent or any Lender 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 reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any
Loan, or any interest thereon, or any fees payable hereunder, or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, or (v) change any of the provisions of this Section
9.02(b), Section 9.05 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 (it being
understood that, with the consent of Required Lenders, additional extensions of
credit pursuant to this Agreement may be included in the determination of
"Required Lenders" and provisions relating to the pro rata sharing of payments
on substantially the same basis as the Revolving Loans and Commitments are
included on the Execution Date); provided further that no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative
Agent hereunder without the prior written consent of the Administrative Agent.

                  SECTION 9.03 Payment of Expenses, Indemnities, etc. The
Company agrees:

                  (a) whether or not the transactions hereby contemplated are
consummated, pay all reasonable expenses of the Administrative Agent in the
administration (both before and after the execution hereof and including advice
of counsel as to the rights and duties of the Administrative Agent and the
Lenders with respect thereto) of, and in connection with the negotiation,
syndication, investigation, preparation, execution and delivery of, recording or
filing of, preservation of rights


                                      -65-
<PAGE>

under, enforcement of, and refinancing, renegotiation or restructuring of, the
Loan Documents and any amendment, waiver or consent relating thereto (including,
without limitation, travel, photocopy, mailing, courier, telephone and other
similar expenses of the Administrative Agent, the cost of environmental audits,
surveys and appraisals at reasonable intervals, the reasonable fees and
disbursements of counsel and other outside consultants for the Administrative
Agent and, in the case of enforcement of this Agreement and the other Loan
Documents, the reasonable fees and disbursements of counsel, including the
allocated costs of inside counsel for the Administrative Agent and each Lender);
and promptly reimburse the Administrative Agent for all amounts expended,
advanced or incurred by the Administrative Agent or the Lenders to satisfy any
obligation of the Company under this Agreement.

                  (b) TO INDEMNIFY THE ADMINISTRATIVE AGENT, THE SYNDICATION
AGENT, THE DOCUMENTATION AGENT 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, (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 OR (VI)
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 THE DOCUMENTATION AGENT OR A 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.


                                      -66-
<PAGE>


                  (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 SUBSTANCES 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 SUBSTANCES 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, PROVIDED,
HOWEVER, THAT NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 9.03(c) IN
RESPECT OF ANY PROPERTY OR ASSET FOR ANY OCCURRENCE ARISING FROM THE ACTS OR
OMISSIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER DURING THE PERIOD AFTER
WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF
SUCH PROPERTY OR ASSET (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE,
AS MORTGAGEE IN POSSESSION OR OTHERWISE).

                  (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
9.03.

                  (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


                                      -67-
<PAGE>

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 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 9.03 shall
survive any termination of this Agreement and the payment of the Loans 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 under this Section 9.03,
each Lender severally agrees to pay to the Administrative Agent such Lender's
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent in its capacity as such.

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

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

                  SECTION 9.05 Assignments and Participations.

                  (a) The Company may not assign its rights or obligations
hereunder or under the Notes 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


                                      -68-
<PAGE>

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 must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld), (ii) except in the case of
an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender's Commitment, the amount of the
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $10,000,000 unless
each of the 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 (provided that the processing and recordation
fee for each assignment made by any Lender party to this Agreement on the
Execution Date shall be $2,000), 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 9.05(b) shall not be required if an Event of Default
under Section 7.01(g) or Section 7.01(h) has occurred and is continuing. Upon
acceptance and recording pursuant to Section 9.05(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 9.03). 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 9.05(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 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 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 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


                                      -69-
<PAGE>

to in Section 9.05(b) and any written consent to such assignment required by
Section 9.05(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 or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Company, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to Section 9.05(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 9.05(b), and be indemnified under Section 9.03 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 9.12.

                  (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 9.12 hereof.

                  (h) Notwithstanding anything in this Section 9.05 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.


                                      -70-
<PAGE>


                  (i) Notwithstanding any other provisions of this Section 9.05,
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 9.06 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, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or 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 so long as the Commitments have
not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03
and Article VIII shall survive and remain in full force and effect regardless of
the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof.

                  (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 9.07 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 (including the Information Memorandum). 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 9.08 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


                                      -71-
<PAGE>

enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.

                  SECTION 9.09 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 rights of each Lender under this Section 9.09 are in addition to
other rights and remedies (including other rights of setoff) which such Lender
may have.

                  SECTION 9.10 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 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 9.01,

                                      -72-
<PAGE>

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, AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT 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 9.10.

                  SECTION 9.11 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 9.11.


                                      -73-
<PAGE>


                  SECTION 9.12 Confidentiality. Each of the Administrative Agent
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its 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 9.12, 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
Information (i) becomes publicly available other than as a result of a breach of
this Section 9.12 or (ii) becomes available to the Administrative Agent 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 9.12, "Information" means all information received from the Company
relating to the Company or its business, other than any such information that is
known to a Lender, publicly known or otherwise available to the Administrative
Agent 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 9.12 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 9.13 Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section 9.13 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


                                      -74-
<PAGE>

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 9.14 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, THE ADMINISTRATIVE AGENT AND THE SYNDICATION
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 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."



                                      -75-

<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:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        Address for Notices:

                                        500 Dallas
                                        Suite 1000
                                        Houston, Texas  77002

                                        Telecopier No.:(713) 369-9499
                                        Telephone No.: (713) 369-9494
                                        Attention:     C. Park Shaper

                                        Chief Executive Office and Principal
                                        Place of Business:

                                        500 Dallas
                                        Suite 1000
                                        Houston, Texas  77002


<PAGE>


                                        LENDER:

Commitment: $40,000,000.00              FIRST UNION NATIONAL BANK, as the
                                        Administrative Agent and as a Lender



                                        By:
                                           -------------------------------------
                                           Russell T. Clingman
                                           Vice President


                                        Address for Notices:
                                        -------------------

                                        First Union National Bank
                                        301 South College Street, TW-10
                                        Charlotte, North Carolina  28288-0608

                                        Telecopier No.:   (704) 383-0288
                                        Telephone No.:    (704) 383-0281
                                        Attention:   Syndication Agency Services


                                        With copy to:
                                        ------------

                                        First Union Securities, Inc.
                                        1001 Fannin, Suite 2255
                                        Houston, Texas  77002

                                        Telecopier No.:     (713) 650-6354
                                        Telephone No.:      (713) 346-2716
                                        Attention:          Russell T. Clingman



<PAGE>


                                            LENDER:

Commitment:   $19,000,000.00            ABN AMRO BANK, N.V.




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


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


                                        Address for Notices:
                                        -------------------

                                        ABN AMRO Bank, N.V.
                                        208 South LaSalle, Suite 1500
                                        Chicago, Illinois 60604-1003

                                        Telecopier No.:   (312) 992-5111
                                        Telephone No.:    (312) 992-5110
                                        Attention:        Credit Administration


                                        With copy to:
                                        -----------

                                        ABN AMRO Bank, N.V.
                                        Three Riverway, Suite 1700
                                        Houston, Texas 77056

                                        Telecopier No.:     (713) 621-5801
                                        Telephone No.:      (713) 964-3342
                                        Attention:          Frank Russo


<PAGE>


                                            LENDER:

Commitment:   $19,000,000.00            ARAB BANKING CORPORATION



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


                                        Address for Notices:
                                        -------------------

                                        Arab Banking Corporation
                                        600 Travis Street, Suite 1900
                                        Houston, Texas 77002


                                        Telecopier No.:       (713) 227-6507
                                        Telephone No.:        (713) 227-8444
                                        Attention:            Wahid Bugaighis


                                        With copy to:
                                        ------------

                                        Arab Banking Corporation
                                        277 Park Avenue, 32nd Floor
                                        New York, New York 10172-3299

                                        Telecopier No.:     (212) 583-0921
                                        Telephone No.:      (212) 583-4752
                                        Attention:          Barbara Sanderson


<PAGE>


                                            LENDER:

Commitment:   $25,000,000.00            BANCA COMMERCIALE ITALIANA - LOS ANGELES
                                        FOREIGN BRANCH




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


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



                                        Address for Notices:
                                        -------------------

                                        Banca Commerciale Italiana
                                        One William Street
                                        New York, New York 10004


                                        Telecopier No.:    (212) 809-2124
                                        Telephone No.:     (212) 607-3656
                                        Attention:         Charles Dougherty


                                        With copy to:
                                        ------------

                                        Banca Commerciale Italiana
                                        555 South Flower Street, Suite 4300
                                        Los Angeles, California 90071-2405

                                        Telecopier No.:   (213) 624-0457
                                        Telephone No.:    (213) 624-0440
                                        Attention:        Jack Wityak
                                        Telecopier No.:
                                        Telephone No.:
                                        Attention:


<PAGE>


                                        LENDER:

Commitment: $40,000,000.00              BANK OF AMERICA, N.A.



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


                                        Address for Notices:
                                        -------------------

                                        Bank of America, N.A.
                                        901 Main Street
                                        Dallas, Texas   75202-3714

                                        Telecopier No.:     (214) 290-8376
                                        Telephone No.:      (214) 209-2141
                                        Attention:          Terry Smith



                                        With copy to:
                                        ------------

                                        Bank of America, N.A.
                                        333 Clay Street, Suite 4550
                                        Houston, Texas   77002

                                        Telecopier No.:     (713) 651-4808
                                        Telephone No.:      (713) 651-4880
                                        Attention:          Pamela K. Rodgers


<PAGE>


                                        LENDER:

Commitment: $13,000,000.00              BANK OF MONTREAL



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


                                        Address for Notices:
                                        -------------------

                                        BMO Nesbitt Burns
                                        700 Louisiana Street
                                        Suite 4400
                                        Houston, Texas   77002

                                        Telecopier No.:     (713) 223-4007
                                        Telephone No.:      (713) 546-9750
                                        Attention:          Cahal B. Carmody


<PAGE>


                                        LENDER:

Commitment:   $30,000,000.00            THE BANK OF NOVA SCOTIA




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


                                        Address for Notices:
                                        -------------------

                                        The Bank of Nova Scotia
                                        Atlanta Agency
                                        600 Peachtree Street N.E.
                                        Suite 2700
                                        Atlanta, Georgia  30308

                                        Telecopier No.:       (404) 888-8998
                                        Telephone No.:        (404) 877-1500
                                        Attention:            F.C.H. Ashby


                                        With copy to:
                                        ------------

                                        The Bank of Nova Scotia
                                        Houston Representative Office
                                        1000 Louisiana, Suite 3000
                                        Houston, Texas 77002

                                        Telecopier No.:     (713) 752-2425
                                        Telephone No.:      (713) 759-3427
                                        Attention:          Bryan F. Bulawa


<PAGE>


                                        LENDER:

Commitment:   $10,000,000.00            THE BANK OF TOKYO - MITSUBISHI, LTD.




                                        By:
                                          --------------------------------------
                                                      Michael Meiss
                                                 Vice President & Manager


                                        Address for Notices:
                                        ------------------

                                        1100 Louisiana, Suite 2800
                                        Houston, Texas  77002

                                        Telecopier No.:       (713) 658-0116
                                        Telephone No.:        (713) 655-3808
                                        Attention:            Damian Sullivan
                                                              (Main Contact)



<PAGE>


                                        LENDER:

Commitment:   $40,000,000.00            BANK ONE, NA
                                        (Main Office - Chicago)



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


                                        Address for Notices:
                                        ------------------

                                        Bank One, NA
                                        1 Bank One Plaza
                                        Suite IL1-0634
                                        Chicago, Illinois   60670

                                        Telecopier No.:       (312) 732-4840
                                        Telephone No.:        (312) 732-3659
                                        Attention:            John Beirne


                                        With copy to:
                                        ------------

                                        BancOne Capital Markets
                                        910 Travis Street, 6th Floor
                                        Houston, Texas   77002

                                        Telecopier No.:     (713) 751-3982
                                        Telephone No.:      (713) 751-6174
                                        Attention:          Jeanie Harman


<PAGE>


                                        LENDER:

Commitment:   $13,000,000.00            FLEET NATIONAL BANK



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


                                        Address for Notices:
                                        -------------------

                                        Fleet National Bank
                                        100 Federal Street
                                        MA DE 10008A
                                        Boston, Massachusetts   02110

                                        Telecopier No.:     (617) 434-3652
                                        Telephone No.:      (617) 434-5472
                                        Attention:          Terrence Ronan


                                        With copy to:
                                        ------------



                                        Telecopier No.:
                                        Telephone No.:
                                        Attention:


<PAGE>


                                        LENDER:

Commitment:   $30,000,000.00            BARCLAYS BANK PLC



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


                                        Address for Notices:
                                        -------------------

                                        Barclays Bank PLC
                                        222 Broadway, 8th Floor
                                        New York, New York   10038

                                        Telecopier No.:     (212) 412-7511
                                        Telephone No.:      (212) 412-4029
                                        Attention:          Nicholas Bell


                                        With a copy to:
                                        --------------

                                        Barclays Bank PLC
                                        222 Broadway, 11th Floor
                                        New York, New York 10038

                                        Telecopier No.:     (212) 412-5306
                                        Telephone No.:      (212) 412-3355
                                        Attention:          Edward Rhee


<PAGE>


                                        LENDER:

Commitment:   $25,000,000.00            BAYERISCHE LANDESBANK GIROZENTRALE
                                        CAYMAN ISLANDS BRANCH



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


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


                                        Address for Notices:
                                        -------------------

                                        Bayerische Landesbank Girozentrale
                                        560 Lexington Avenue
                                        New York, New York 10022


                                        Telecopier No.:     (212) 310-9868
                                        Telephone No.:      (212) 230-9105
                                        Attention:          Stephen Christenson


                                        With copy to:
                                        ------------



                                        Telecopier No.:
                                        Telephone No.:
                                        Attention:


<PAGE>


                                        LENDER:

Commitment:   $25,000,000.00            THE CHASE MANHATTAN BANK



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


                                        Address for Notices:
                                        ------------------

                                        The Chase Manhattan Bank
                                        270 Park Avenue, 21st Floor
                                        New York, New York   10017-2070

                                        Telecopier No.:     (212) 270-3897
                                        Telephone No.:      (212) 270-7056
                                        Attention:          Steven Wood


                                        With copy to:
                                        ------------

                                        The Chase Manhattan Bank
                                        1 Chase Manhattan Plaza, 8th Floor
                                        New York, New York   10081

                                        Telecopier No.    (212) 552-5777
                                        Telephone No.:    (212) 552-7206
                                        Attention:        Tonya Mitchell-George



<PAGE>


                                        LENDER:

Commitment:   $25,000,000.00            CITIBANK, N.A.



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


                                        Address for Notices:
                                        ------------------

                                        Citibank, N.A.
                                        1200 Smith Street, Suite 2000
                                        Houston, Texas   77002

                                        Telecopier No.:     (713) 654-2849
                                        Telephone No.:      (713) 654-2887
                                        Attention:          Steve Baillie


                                        With copy to:
                                        ------------

                                        Citibank, N.A.
                                        2 Penn's Way, Suite 250
                                        New Castle, Delaware   19720

                                        Telecopier No.:     (302) 894-6120
                                        Telephone No.:      (302) 894-6084
                                        Attention:          David Chiu



<PAGE>


                                        LENDER:

Commitment:   $30,000,000.00            COMMERZBANK AG, NEW YORK AND
                                        GRAND CAYMAN BRANCHES



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



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


                                        Address for Notices:
                                        --------------------

                                        Commerzbank AG, Atlanta Agency
                                        Prominade 2, Suite 3500
                                        1230 Peachtree Street, NE
                                        Atlanta, Georgia   30309

                                        Telecopier No.:   (404) 888-6539
                                        Telephone No.:    (404) 888-6524
                                        Attention:        David Suttles


                                        With a copy to:
                                        -------------

                                        Commerzbank AG, New York Branch
                                        2 World Financial Center, 33rd Floor
                                        New York, New York   10281-1050

                                        Telecopier No.:     (212) 298-8111
                                        Telephone No.:      (212) 266-7278
                                        Attention:          Monica Aguirre



<PAGE>


                                        LENDER:

Commitment:   $30,000,000.00            CREDIT LYONNAIS NEW YORK BRANCH




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


                                        Address for Notices:
                                        -------------------

                                        Credit Lyonnais New York Branch
                                        1301 Avenue of the Americas
                                        New York, New York   10019

                                        Telecopier No.:     (917) 849-5440
                                        Telephone No.:      (212) 261-7633
                                        Attention:          Bindu Menon


                                        With a copy to:
                                        --------------

                                        Credit Lyonnais Houston Representative
                                           Office
                                        1000 Louisiana, Suite 5360
                                        Houston, Texas   77002

                                        Telecopier No.:     (713) 751-0307
                                        Telephone No.:      (713) 753-8734
                                        Attention:          Darrell Stanley


<PAGE>


                                        LENDER:

Commitment:   $19,000,000.00            THE DAI-ICHI KANGYO BANK, LTD.



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


                                        Address for Notices:
                                        -------------------

                                        The Dai-Ichi Kangyo Bank, Ltd.
                                        One World Trade Center, Suite 4911
                                        New York, New York 10048

                                        Telecopier No.:     (212) 912-1879
                                        Telephone No.:      (212) 432-6627
                                        Attention:          Katsuya Noto




<PAGE>


                                        LENDER:

Commitment:   $30,000,000.00            THE FUJI BANK, LIMITED



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


                                        Address for Notices:
                                        -------------------

                                        The Fuji Bank, Limited
                                        Two World Trade Center
                                        New York, New York 70048

                                        Telecopier No.:       (212) 488-8216
                                        Telephone No.:        (212) 489-2099
                                        Attention:            Tina Catapano


                                        With copy to:
                                        ------------



                                        Telecopier No.:
                                        Telephone No.:
                                        Attention:


<PAGE>


                                        LENDER:

Commitment:   $19,000,000.00            KBC BANK N.V.



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


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


                                        Address for Notices:
                                        -------------------

                                        KBC Bank N.V.
                                        New York Branch
                                        125 West 55th Street
                                        New York, New York 10019

                                        Telecopier No.:     (212) 956-6581
                                        Telephone No.:      (212) 541-0653
                                        Attention:          Charlene Cumberbatch


                                        With copy to:
                                        -----------



                                        Telecopier No.:
                                        Telephone No.:
                                        Attention:


<PAGE>


                                        LENDER:

Commitment:   $30,000,000.00            NATIONAL AUSTRALIA BANK LIMITED,
                                        A.C.N. 004044937



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


                                        Address for Notices:
                                        -------------------

                                        National Australia Bank Limited
                                        200 Park Avenue, 34th Floor
                                        New York, New York 10166

                                        Telecopier No.:       (212) 983-1969
                                        Telephone No.:        (212) 916-9595
                                        Attention:            Frank Campiglia


                                        With copy to:
                                        ------------



                                        Telecopier No.:
                                        Telephone No.:
                                        Attention:


<PAGE>


                                        LENDER:

Commitment:   $13,000,000.00            THE NORTHERN TRUST COMPANY




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


                                        Address for Notices:
                                        -------------------

                                        The Northern Trust Company
                                        50 S. LaSalle, 11th Floor
                                        Chicago, Illinois 60675

                                        Telecopier No.:       (312) 630-6062
                                        Telephone No.:        (312) 444-2406
                                        Attention:            Jaron Grimm


                                        With copy to:
                                        ------------



                                        Telecopier No.:
                                        Telephone No.:
                                        Attention:


<PAGE>


                                        LENDER:

Commitment:   $19,000,000.00            BNP PARIBAS



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



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


                                        Address for Notices:
                                        -------------------

                                        BNP Paribas
                                        1200 Smith Street, Suite 3100
                                        Houston, Texas   77002

                                        Telecopier No.:     (713) 982-1151
                                        Telephone No.:      (713) 659-4811
                                        Attention:          Marian Livingston



<PAGE>


                                        LENDER:

Commitment:   $19,000,000.00            SUNTRUST BANK, ATLANTA



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


                                        Address for Notices:
                                        -------------------

                                        SunTrust Bank, Atlanta
                                        303 Peachtree Street, N.E.
                                        Atlanta, Georgia   30308

                                        Telecopier No.:     (404) 827-6270
                                        Telephone No.:      (404) 658-4916
                                        Attention:          Steve Newby


                                        With copy to:
                                        ------------

                                        SunTrust Bank, Atlanta
                                        25 Park Place, 21st Floor   M/C 1941
                                        Atlanta, Georgia   30303

                                        Telecopier No.:     (404) 575-2730
                                        Telephone No.:      (404) 230-1939
                                        Attention:          Roshawn Orise


<PAGE>


                                        LENDER:

Commitment:   $25,000,000.00            U.S. BANK NATIONAL ASSOCIATION



                                        By:
                                          --------------------------------------
                                                   Mark E. Thompson
                                                    Vice President


                                        Address for Notices:
                                        -------------------

                                        U.S. Bank National Association
                                        918  17th Street, CNBB0300
                                        Denver, Colorado 80202

                                        Telecopier No.:       (303) 585-4362
                                        Telephone No.:        (303) 585-4213
                                        Attention:            Mark E. Thompson



<PAGE>


                                        LENDER:

Commitment:   $12,000,000.00            WELLS FARGO BANK OF TEXAS, N.A.



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


                                        Address for Notices:
                                        -------------------

                                        Wells Fargo Bank of Texas, National
                                         Association
                                        1000 Louisiana, Third Floor
                                        Houston, Texas   77002

                                        Telecopier No.:     (713) 739-1516
                                        Telephone No.:      (713) 319-1368
                                        Attention:          Karen Patterson


                                        With copy to:
                                        ------------

                                        Wells Fargo Bank
                                        201 Third Street, 8th Floor
                                        San Francisco, California   94103

                                        Telecopier No.:     (415) 979-0675
                                        Telephone No.:      (415) 477-5425
                                        Attention:          Stephen Eiring