<PAGE>   1
                                                                    EXHIBIT 10.1


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


                                CREDIT AGREEMENT


                                   DATED AS OF

                                DECEMBER 15, 2000


                                      AMONG


                       SHAMROCK LOGISTICS OPERATIONS, L.P.


                            THE LENDERS PARTY HERETO


                                       AND


                            THE CHASE MANHATTAN BANK,
                             AS ADMINISTRATIVE AGENT


                              ROYAL BANK OF CANADA,
                              AS SYNDICATION AGENT


                                 SUNTRUST BANK,
                             AS DOCUMENTATION AGENT


                             CHASE SECURITIES INC.,
                                   AS ARRANGER


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


<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
                                      ARTICLE I

                                     Definitions

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

                                     ARTICLE II

                                     The Credits

SECTION 2.01.  Commitments..........................................................16
SECTION 2.02.  Loans and Borrowings.................................................16
SECTION 2.03.  Requests for Borrowings..............................................17
SECTION 2.04.  Letters of Credit....................................................18
SECTION 2.05.  Funding of Borrowings................................................21
SECTION 2.06.  Interest Elections...................................................21
SECTION 2.07.  Termination and Reduction of Commitments.............................22
SECTION 2.08.  Repayment of Loans; Evidence of Debt.................................23
SECTION 2.09.  Prepayment of Loans..................................................23
SECTION 2.10.  Fees.................................................................24
SECTION 2.11.  Interest.............................................................25
SECTION 2.12.  Alternate Rate of Interest...........................................25
SECTION 2.13.  Increased Costs......................................................26
SECTION 2.14.  Break Funding Payments...............................................26
SECTION 2.15.  Taxes................................................................27
SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs..........28
SECTION 2.17.  Mitigation Obligations; Replacement of Lenders.......................29
SECTION 2.18.  Procedures Regarding Increases to the Commitments....................29

                                     ARTICLE III

                           Representations and Warranties

SECTION 3.01.  Organization; Powers.................................................32
SECTION 3.02.  Authorization; Enforceability........................................32
SECTION 3.03.  Governmental Approvals; No Conflicts.................................32
SECTION 3.04.  Financial Condition; No Material Adverse Change......................32
SECTION 3.05.  Properties...........................................................33
SECTION 3.06.  Litigation and Environmental Matters.................................33
SECTION 3.07.  Compliance with Laws and Agreements..................................33
SECTION 3.08.  Investment and Holding Company Status................................33
SECTION 3.09.  Taxes................................................................33
SECTION 3.10.  ERISA................................................................33
SECTION 3.11.  Disclosure...........................................................34
</TABLE>


                                       -i-
<PAGE>   3



<TABLE>
<S>            <C>                                                                <C>
SECTION 3.12.  Investments and Guarantees...........................................34
SECTION 3.13.  Subsidiaries.........................................................34
SECTION 3.14.  Casualties; Taking of Property.......................................34

                                     ARTICLE IV

                                     Conditions

SECTION 4.01.  Effective Date.......................................................34
SECTION 4.02.  Each Credit Event....................................................35

                                      ARTICLE V

                                Affirmative Covenants

SECTION 5.01.  Financial Statements and Other Information...........................36
SECTION 5.02.  Notices of Material Events...........................................37
SECTION 5.03.  Existence; Conduct of Business.......................................38
SECTION 5.04.  Payment of Obligations...............................................38
SECTION 5.05.  Maintenance of Properties; Insurance.................................38
SECTION 5.06.  Books and Records; Inspection Rights.................................38
SECTION 5.07.  Compliance with Laws.................................................38
SECTION 5.08.  Use of Proceeds and Letters of Credit................................38
SECTION 5.09.  Environmental Laws...................................................39
SECTION 5.10.  Clean-Down...........................................................39
SECTION 5.11.  Subsidiaries.........................................................39

                                     ARTICLE VI

                                 Negative Covenants

SECTION 6.01.  Indebtedness.........................................................39
SECTION 6.02.  Liens................................................................40
SECTION 6.03.  Fundamental Changes..................................................40
SECTION 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions............41
SECTION 6.05.  Hedging Agreements...................................................41
SECTION 6.06.  Restricted Payments..................................................41
SECTION 6.07.  Transactions with Affiliates.........................................41
SECTION 6.08.  Restrictive Agreements...............................................41
SECTION 6.09.  Limitation on Modifications of Other Agreements......................42
SECTION 6.10.  Creation of Subsidiaries.............................................42
SECTION 6.11.  Financial Condition Covenants........................................42

                                     ARTICLE VII

                                  Events of Default
</TABLE>



                                        -ii-
<PAGE>   4



<TABLE>
<S>            <C>                                                                <C>
                                    ARTICLE VIII

                              The Administrative Agent


                                     ARTICLE IX

                                    Miscellaneous

SECTION 9.01.  Notices..............................................................46
SECTION 9.02.  Waivers; Amendments..................................................46
SECTION 9.03.  Expenses; Indemnity; Damage Waiver...................................47
SECTION 9.04.  Successors and Assigns...............................................48
SECTION 9.05.  Survival.............................................................50
SECTION 9.06.  Counterparts; Integration; Effectiveness.............................50
SECTION 9.07.  Severability.........................................................50
SECTION 9.08.  Right of Setoff......................................................50
SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process...........51
SECTION 9.10.  WAIVER OF JURY TRIAL.................................................51
SECTION 9.11.  Headings.............................................................51
SECTION 9.12.  Confidentiality......................................................51
SECTION 9.13.  Interest Rate Limitation.............................................52
</TABLE>


SCHEDULES:
----------

Schedule 2.01 -  Commitments
Schedule 3.06 -  Disclosed Matters
Schedule 3.13 -  Subsidiaries
Schedule 6.07 -  Affiliate Agreements
Schedule 6.08 -  Existing Restrictions



EXHIBITS:
---------

Exhibit A -- Form of Assignment and Acceptance
Exhibit B -- Form of Opinion of Borrower's Counsel
Exhibit C-1 -- Form of Initial Notice of Commitment Increase
Exhibit C-2 -- Form of Confirmation of Commitment Increase
Exhibit D -- Form of Guaranty Agreement








                                        -iii-
<PAGE>   5



         CREDIT AGREEMENT dated as of December 15, 2000, among SHAMROCK
LOGISTICS OPERATIONS, L.P., a Delaware limited partnership, the LENDERS party
hereto, and THE CHASE MANHATTAN BANK, as Administrative Agent, ROYAL BANK OF
CANADA, as Syndication Agent, and SUNTRUST BANK, as Documentation Agent.

                  The parties hereto agree as follows:


                                    ARTICLE I

                                   Definitions

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

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

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

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

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

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

                  "Applicable Rate" means, (a) with respect to the facility fee
for the period from the Closing Date until the Effective Date, a rate per annum
equal to 0.10%, (b) for any day prior to the date the Borrower obtains a rating
on its Index Debt from either Moody's or S&P, with respect to any ABR Loan or
Eurodollar Loan, or with respect to the facility fees payable hereunder after
the Effective Date, as the case may be, the applicable rate per annum set forth
below under the caption "ABR Spread", "Eurodollar Spread" or "Facility Fee
Rate", as the case may be, based upon the Consolidated Debt Coverage Ratio for
the Rolling Period

                                       -1-
<PAGE>   6



ending on the last day of the most recent fiscal quarter with respect to which
the Administrative Agent has received the financial statements and other
information (the "Current Information") required to be delivered to the
Administrative Agent pursuant to Section 5.01 and the calculation showing the
then Applicable Rate (such calculation to be made by the Borrower as soon as
practicable after the end of each fiscal quarter, with written notice by the
Borrower to the Administrative Agent, as soon as practicable thereafter, whether
the Applicable Rate has changed or is to remain constant for the applicable
period):


<TABLE>
<CAPTION>
     CONSOLIDATED DEBT COVERAGE            ABR           EURODOLLAR       FACILITY FEE
               RATIO:                    SPREAD            SPREAD             RATE
     --------------------------          ------          ----------       ------------
<S>                                      <C>             <C>              <C>
               Tier 1

Less than or equal to 1.50:1.00           0.00%             0.70%           0.175%

               Tier 2

Greater than 1.50:1.00 and less           0.00%             0.80%           0.200%
than or equal to 2.50:1.00

               Tier 3

Greater than 2.50:1.00                    0.00%             1.00%           0.250%
</TABLE>


Each change in the Applicable Rate based on a change in the Current Information
shall become effective on the date on which Current Information is delivered to
the Lenders pursuant to Section 5.01 (but in any event not later than the 45th
day after the end of each of the first three quarterly periods of each fiscal
year or the 90th day after the end of each fiscal year, as the case may be) and
shall remain in effect until the next change to be effected pursuant to this
paragraph. If any Current Information is not delivered within the time periods
specified in Section 5.01, then, until such Current Information is delivered,
the Consolidated Debt Coverage Ratio at the end of the Rolling Period that would
have been covered thereby shall for the purposes of this definition be deemed to
be greater than 2.50 to 1.00 and (c) for any day after the Borrower has obtained
a rating on its Index Debt from either Moody's or S&P, with respect to any ABR
Loan or Eurodollar Loan, or with respect to the facility fees payable hereunder
after the Effective Date, as the case may be, the applicable rate per annum set
forth below under the caption "ABR Spread", "Eurodollar Spread" or "Facility Fee
Rate", as the case may be, based upon the ratings by Moody's and/or S&P,
respectively, applicable on such date to the Index Debt:



                                       -2-
<PAGE>   7


<TABLE>
<CAPTION>
                                           ABR           EURODOLLAR       FACILITY FEE
         INDEX DEBT RATINGS:             SPREAD            SPREAD             RATE
     --------------------------          ------          ----------       ------------
<S>                                      <C>             <C>              <C>

               Tier 1

      Greater than or equal to
              BBB/Baa2                    0.00%            0.70%            0.175%

               Tier 2

         Equal to BBB-/Baa3               0.00%            0.80%             0.20%

               Tier 3

         Less than BBB-/Baa3              0.00%            1.00%             0.25%
</TABLE>

For purposes of the foregoing, (i) if either Moody's or S&P shall not have in
effect a rating for the Index Debt (after having established such a rating and
other than by reason of the circumstances referred to in the last sentence of
this definition), then such rating agency shall be deemed to have established a
rating in Tier 3; (ii) if both Moody's and S&P have established a rating for the
Index Debt and such ratings established or deemed to have been established by
Moody's and S&P shall fall within different Tiers, the Applicable Rate shall be
based on the higher of the two ratings unless one of the two ratings is two or
more Tiers lower than the other, in which case the Applicable Rate shall be
determined by reference to the Tier next below that of the higher of the two
ratings; and (iii) if the ratings established or deemed to have been established
by Moody's and S&P for the Index Debt shall be changed (other than as a result
of a change in the rating system of Moody's or S&P), such change shall be
effective as of the date on which it is first announced by the applicable rating
agency. Each change in the Applicable Rate shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the rating
system of Moody's or S&P shall change, or if either such rating agency shall
cease to be in the business of rating corporate debt obligations, the Borrower
and the Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating most recently in
effect prior to such change or cessation.

                  "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

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

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

                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.


                                       -3-
<PAGE>   8



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

                  "Borrower" means Shamrock Logistics Operations, L.P., a
Delaware limited partnership.

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

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03.

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

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

                  "Change in Control" means any of the following events:

                  (a) UDS shall cease, indirectly or directly, (i) to own 100%
of the issued and outstanding Equity Interest of the general partner(s) of the
Limited Partner or of the Borrower or; (ii) to own at least 20% of the
outstanding Units; or

                  (b) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), excluding UDS and its wholly-owned Subsidiaries, shall become,
or obtain rights (whether by means of warrants, options or otherwise) to become,
the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the
Exchange Act), directly or indirectly, of more than the percentage of the
outstanding Units owned, directly or indirectly, by UDS; or

                  (c) 100% of the limited partnership interests of the Borrower
shall cease to be owned, directly or indirectly, by the Limited Partner or UDS.

                  "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
the Issuing Bank (or, for purposes of Section 2.13(b), by any lending office of
such Lender or by such Lender's or the Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are General
Revolving Loans or Working Capital Revolving Loans.

                  "Closing Date" means the date set forth in the first paragraph
of this Agreement.

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


                                       -4-
<PAGE>   9



                  "Commitment" means, with respect to each Lender, such Lender's
General Revolving Commitment and Working Capital Revolving Commitment. The
initial aggregate amount of the Lenders' Commitments is $120,000,000. The
Working Capital Revolving Commitments are a subset of the General Revolving
Commitments and the maximum amount of the Commitments is equal to the maximum
amount of the General Revolving Commitments.

                  "Commitment Increase Effective Date" has the meaning assigned
such term in Section 2.18.

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

                  "Consolidated Debt Coverage Ratio" means, for any day, the
ratio of (a) all Indebtedness of the Borrower and its Subsidiaries, on a
consolidated basis, as of the last day of the then most recent Rolling Period
over (b) Consolidated EBITDA for such Rolling Period.

                  "Consolidated EBITDA" means, without duplication, as to the
Borrower and its Subsidiaries, on a consolidated basis for each Rolling Period,
the amount equal to Consolidated Operating Income for such period plus (a)
depreciation and amortization for such period, (b) cash distributions received
by the Borrower from Skelly-Belvieu Pipeline Company during such period, and (c)
any loss resulting from volumetric expansions, contractions and measurement
discrepancies for such period with respect to the pipelines of the Borrower and
its Subsidiaries minus any gain resulting from volumetric expansions,
contractions and measurement discrepancies for such period with respect to the
pipelines of the Borrower and its Subsidiaries; provided that Consolidated
EBITDA shall be adjusted from time to time as necessary to give pro forma effect
to permitted acquisitions or Investments (other than Joint Venture Interests) or
sales of property by the Borrower and its Subsidiaries.

                  "Consolidated Interest Coverage Ratio" means, for any day, the
ratio of (i) Consolidated EBITDA for the then most recent Rolling Period to (ii)
Consolidated Interest Expense for such Rolling Period.

                  "Consolidated Interest Expense" means, for any Rolling Period,
total interest expense (including that attributable to Capital Lease
Obligations) of the Borrower and its Subsidiaries for such period with respect
to all outstanding Indebtedness of the Borrower and its Subsidiaries (including,
without limitation, all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing and net
costs under any Hedging Agreements to the extent such net costs are allocable to
such period in accordance with GAAP).

                  "Consolidated Operating Income" means, as to the Borrower and
its Subsidiaries on a consolidated basis for each Rolling Period, the amount
equal to gross income minus operating expenses, general and administrative
expenses, depreciation and amortization, and taxes other than income taxes, in
each case for such period.

                  "Consolidated Tangible Net Worth" means, at any time, an
amount equal to (a) the consolidated partners' equity of the Borrower and its
Subsidiaries, plus (b) the aggregate amount of any non- cash write downs, on a
consolidated basis, of the Borrower and its Subsidiaries during the term hereof,
less (c) the sum of the amount of consolidated intangible assets of the Borrower
and its Subsidiaries as of the date of determination plus the aggregate amount
of any non-cash write ups, on a consolidated basis, of the Borrower and its
Subsidiaries during the term hereof.

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


                                       -5-
<PAGE>   10


                  "Current Information" has the meaning assigned to such term in
the definition of "Applicable Rate".

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

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

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

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "Environmental Approvals" means any Governmental Approvals
required under applicable Environmental Laws.

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

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

                  "Equity Interest" means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any member interests in a limited liability company, and general or
limited partnership interests in a partnership, any and all equivalent ownership
interests in a Person and any and all warrants, options or other rights to
purchase any of the foregoing. In addition, "Equity Interest" shall include,
without limitation, with respect to the Borrower, the limited partner interests
of the Borrower and the General Partner Interests and, with respect to the
Limited Partner, the Units and the general partner interest of the Limited
Partner.

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

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

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to


                                       -6-
<PAGE>   11


Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan; (e) the receipt
by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of
any notice relating to an intention to terminate any Plan or Plans or to appoint
a trustee to administer any Plan; (f) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

                  "Eurodollar", 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 Adjusted LIBO Rate.

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

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, 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 Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.17(b)), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender's failure to comply with Section 2.15(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.15(a).

                  "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.

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

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower 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.

                  "Form S-1" means the Form S-1 Registration Statement of the
Limited Partner as filed with the Securities and Exchange Commission on August
14, 2000, as amended.

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


                                       -7-
<PAGE>   12


                  "General Partner" means Riverwalk Logistics, L.P., a Delaware
limited partnership.

                  "General Partner Interest" means all general partner interests
in the Borrower.

                  "General Revolving Commitment" means, with respect to each
Lender, the commitment of such Lender to make General Revolving Loans and to
acquire participations in Letters of Credit hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's General Revolving
Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.07, (b) increased from time to time pursuant to
Section 2.18 and (c) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of
each Lender's General Revolving Commitment is set forth on Schedule 2.01, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its General Revolving Commitment, as applicable. The initial aggregate amount of
the Lenders' General Revolving Commitments is $125,000,000.

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

                  "General Revolving Loan" has the meaning assigned to such term
in Section 2.01(b).

                  "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.

                  "Guarantor" means each Person that from time to time executes
and delivers a Guaranty.

                  "Guaranty" means any guaranty executed and delivered pursuant
to Section 5.11, as from time to time amended, modified, or supplemented.

                  "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.


                                       -8-
<PAGE>   13


                  "Increasing Lender" has the meaning assigned to such term in
Section 2.18.

                  "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 or by any other securities providing
for the mandatory payment of money (including, without limitation, preferred
stock subject to mandatory redemption or sinking fund provisions), (c) all
obligations of such Person upon which interest charges are customarily paid, (d)
all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (e) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding current accounts payable incurred in the ordinary course of
business), (f) 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, (g) all Guarantees by such Person
of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations of such Person as a lessee of any real or personal property (or
any interest therein) which have been recorded as operating lease obligations in
accordance with GAAP and in connection with which, for federal income tax
purposes, the property that is leased pursuant thereto is treated as being owned
in fee or subject to a Capital Lease by such Person, (j) all obligations,
contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty, (k) all obligations, contingent or
otherwise, of such Person in respect of bankers' acceptances, (l) all
obligations of such Person with respect to any arrangement, directly or
indirectly, whereby such Person or its Subsidiaries shall sell or transfer any
material asset, and whereby such Person or any of its Subsidiaries shall then or
immediately thereafter rent or lease as lessee such asset or any part thereof,
(m) all recourse and support obligations of such Person or any of its
Subsidiaries with respect to the sale or discount of any of its accounts
receivable, and (n) all obligations of such Person or any of its Subsidiaries
with respect to any arrangement for the purchase of materials, supplies, other
property or services if such arrangement by its express terms requires that
payment be made by the Borrower or such Subsidiary regardless of whether such
materials, supplies, other property or services are delivered or furnished to
it. The Indebtedness of any Person shall include the Indebtedness of any other
entity (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.

                  "Index Debt" means senior, unsecured, long-term indebtedness
for borrowed money of the Borrower that is not guaranteed by any other Person or
subject to any other credit enhancement.

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

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.06.

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

                  "Interest Period" means 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


                                       -9-
<PAGE>   14


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

                  "Investment" means, as applied to any Person, any direct or
indirect purchase or other acquisition by such Person of any Equity Interests in
any other Person, or any direct or indirect loan, advance or capital
contribution by such Person to any other Person, including all Indebtedness and
receivables from such other Person which are not current assets or did not arise
from sales to such other Person in the ordinary course of business, and any
direct or indirect purchase or other acquisition by such Person of any assets
(other than any acquisition of assets in the ordinary course of business).

                  "Issuing Bank" means The Chase Manhattan Bank, in its capacity
as the issuer of Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.04(i). The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Bank, in which case the term "Issuing Bank" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

                  "Joint Venture Interest" means an acquisition of or Investment
in Equity Interests in another Person, held directly or indirectly by the
Borrower, that will not be a Subsidiary after giving effect to such acquisition
or Investment.

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

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

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

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

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in


                                      -10-
<PAGE>   15


immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                  "Limited Partner" means Shamrock Logistics, L.P., a Delaware
limited partnership.

                  "Loan" means each General Revolving Loan or each Working
Capital Revolving Loan.

                  "Loan Documents" means this Agreement, the Guaranty, any notes
issued pursuant to Section 2.08(e), any Letter of Credit, any Hedging Agreement,
in the form delivered to the Administrative Agent on the Effective Date, as each
such agreement may be amended, supplemented or otherwise modified from time to
time as permitted hereby, and any and all instruments, certificates, or other
agreements delivered in connection with the foregoing.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, operations or condition (financial or otherwise) of
the Borrower and its Subsidiaries taken as a whole, (b) the ability of the
Borrower to perform any of its obligations under this Agreement or (c) the
rights of or benefits available to the Lenders under this Agreement.

                  "Material Agreements" means the Partnership Agreement
(Borrower), the Transportation Agreement and the Omnibus Agreement, as each such
agreement may be amended, supplemented or otherwise modified from time to time
as permitted hereby.

                  "Material Indebtedness" means Indebtedness (other than the
Loans and Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and its Subsidiaries in an
aggregate principal amount exceeding $10,000,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of the Borrower
or any Subsidiary in respect of any Hedging Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.

                  "Maturity Date" means the earlier of the date that is 5 years
from the Effective Date and January 15, 2006.

                  "Moody's" means Moody's Investors Service, Inc. (or any
successor rating organization).

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

                  "New Funds Amount" means the amount by which a New Lender's or
an Increasing Lender's outstanding Loans increase as of a Commitment Increase
Effective Date (without regard to any such increase as a result of Borrowings
made on such Commitment Increase Effective Date).

                  "New Lender" has the meaning assigned to such term in Section
2.18.

                  "Notice of Commitment Increase" has the meaning assigned to
such term in Section 2.18.


                                      -11-
<PAGE>   16


                  "Omnibus Agreement" means the Omnibus Agreement among UDS, the
General Partner, the Limited Partner and the Borrower in the form previously
provided to the Lenders, as amended, modified and supplemented from time to time
in accordance herewith.

                  "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.

                  "Partially Increasing Lender" has the meaning assigned to such
term in Section 2.18.

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

                  "Partnership Agreement (MLP)" means the Amended and Restated
Agreement of Limited Partnership of the Limited Partner among the General
Partner and Todd Walker, as the organizational limited partner, together with
any other Persons who become partners in such partnership, as amended, modified
and supplemented from time to time in accordance herewith.

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

                  "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) judgment liens in respect of judgments that do not
constitute an Event of Default under clause (k) of Article VII; and

                  (f) 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 Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.


                                      -12-
<PAGE>   17


                  "Permitted Investments" means:

                  (a) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are backed by
the full faith and credit of the United States of America), in each case
maturing within one year from the date of acquisition thereof;

                  (b) investments in commercial paper maturing within 270 days
from the date of acquisition thereof and having, at such date of acquisition,
the highest credit rating obtainable from S&P or from Moody's;

                  (c) investments in certificates of deposit, banker's
acceptances and time deposits maturing within 180 days from the date of
acquisition thereof issued or guaranteed by or placed with, and money market
deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States of America or any State
thereof which has a combined capital and surplus and undivided profits of not
less than $500,000,000; and

                  (d) fully collateralized repurchase agreements with a term of
not more than 30 days for securities described in clause (a) above and entered
into with a financial institution satisfying the criteria described in clause
(c) above.

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

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

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by The Chase Manhattan Bank as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

                  "Reducing Lender" has the meaning assigned to such term in
Section 2.18.

                  "Reduction Amount" means the amount by which a Reducing
Lender's or a Partially Increasing Lender's outstanding Loans decrease as of a
Commitment Increase Effective Date (without regard to any such increase as a
result of Borrowings made on such Commitment Increase Effective Date).

                  "Refinery Assets" means the refineries and related assets of
UDS or its Affiliates that accept crude oil, feedstock or ship product pursuant
to the Transportation Agreement.

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

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

                  "Required Lenders" means, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing at least 66 2/3%
of the sum of the total Revolving Credit Exposures and unused Commitments at
such time.

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property, with the exception of a Unit
split, combination, or dividend, in each case so long as the only


                                      -13-
<PAGE>   18


consideration paid in connection therewith is an in-kind payment of additional
Units) with respect to any Equity Interest of the Borrower or any Subsidiary, or
any payment (whether in cash, securities or other property, with the exception
of a Unit split, combination, or dividend, in each case so long as the only
consideration paid in connection therewith is an in-kind payment of additional
Units), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such Equity Interest of the Borrower or any option, warrant or other right
to acquire any such Equity Interest of the Borrower.

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

                  "Rolling Period" means any period of four consecutive fiscal
quarters.

                  "S&P" means Standard & Poor's Ratings Group, a division of
McGraw-Hill Companies, Inc. (or any successor rating organization).

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal to
three months, in the case of the Base CD Rate, and (b) with respect to the
Adjusted LIBO Rate, for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

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

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Borrower.

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

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


                                      -14-
<PAGE>   19


                  "Transportation Agreement" means the Pipeline and Terminals
Usage Agreement by and among UDS and certain of its Affiliates and the Borrower
dated effective July 1, 2000.

                  "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 Adjusted LIBO Rate or the
Alternate Base Rate.

                  "UDS" means Ultramar Diamond Shamrock Corporation, a Delaware
corporation.

                  "UDS Logistics Business" means the major portion of UDS's
crude oil and refined product pipelines, terminalling and storage assets and its
related business enterprise including interstate and intrastate crude oil and
refined product pipelines, refined product terminals, crude and refined product
storage facilities and related marketing operations previously owned by
subsidiaries of UDS and Affiliated Persons and located in the states of Texas,
Oklahoma, Colorado, and New Mexico.

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

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

                  "Working Capital Revolving Commitment" means, with respect to
each Lender, the commitment of such Lender to make Working Capital Revolving
Loans hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender's Working Capital Loans hereunder, as such commitment may
be (a) reduced from time to time pursuant to Section 2.07, (b) increased from
time to time pursuant to Section 2.18 and (c) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 9.04. The
initial amount of each Lender's Working Capital Revolving Commitment is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Working Capital Revolving Commitment, as
applicable. The initial aggregate amount of the Lenders' Working Capital
Revolving Commitments is $25,000,000. The Working Capital Revolving Commitments
are a subset of the General Revolving Commitments and the maximum amount of the
Commitments is equal to the maximum amount of the General Revolving Commitments.

                  "Working Capital Revolving Loan" has the meaning assigned to
such term in Section 2.01.

                  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 "General Revolving Loan") or by Type (e.g., a "Eurodollar Loan").
Borrowings also may be classified and referred to by Class (e.g., a "General
Revolving Borrowing") or by Type (e.g., a "Eurodollar Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits


                                      -15-
<PAGE>   20


and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement and (e) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.

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

                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Commitments. (a) Subject to the terms and
conditions set forth herein, each Lender agrees to make revolving credit loans
(the "General Revolving Loans") to the Borrower from time to time during the
Availability Period, in an aggregate principal amount that will not result in
(i) such Lender's Revolving Credit Exposure exceeding such Lender's General
Revolving Commitment, or (ii) the sum of the total Revolving Credit Exposures
exceeding the total General Revolving Commitments, or (iii) the sum of the total
Revolving Credit Exposures exceeding the total Commitments.

                  (b) Subject to the terms and conditions set forth herein,
including, without limitation, Section 5.08, each Lender agrees to make
revolving credit loans (the "Working Capital Revolving Loans") to the Borrower
from time to time during the Availability Period, in an aggregate principal
amount that will not result in (i) such Lender's Working Capital Revolving Loans
exceeding such Lender's Working Capital Revolving Commitment, (ii) the sum of
the total Working Capital Revolving Loans exceeding the total Working Capital
Revolving Commitments, or (iii) the sum of the total Revolving Credit Exposure
exceeding the total Commitments.

                  (c) The Working Capital Revolving Commitment of each Lender
constitutes a subset of such Lender's General Revolving Commitment such that the
availability of (i) the General Revolving Commitment of such Lender shall be
reduced by the outstanding principal amount of such Lender's Working Capital
Revolving Loans as of the time of determination and (ii) the Working Capital
Revolving Commitment of each Lender shall be reduced by the amount, if any, by
which (A) the outstanding principal amount of such Lender's General Revolving
Credit Exposure as of the time of determination exceeds (B) the amount equal to
such Lender's General Revolving Commitment minus such Lender's Working Capital
Revolving Commitment. The sum of the total Revolving Credit Exposures shall not
exceed at any time the total Commitments.

                  (d) Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans
during the Availability Period.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
made as part of a Borrowing comprised entirely of General Revolving Loans or
Working Capital Revolving Loans as the Borrower may request in accordance
herewith and made by the Lenders ratably in accordance with their respective


                                      -16-
<PAGE>   21


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 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 2.12, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower 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 Borrower to repay such Loan in accordance with the terms of this
Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. At the time that
each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $500,000 and not less than $1,000,000; provided that
an ABR Borrowing may be in an aggregate amount that is equal to (i) with respect
to Working Capital Revolving Borrowings, the entire unused and available balance
of the Working Capital Revolving Commitments, (ii) with respect to General
Revolving Borrowings, (A) the entire unused and available balance of the General
Revolving Commitments less total Revolving Credit Exposure, or (B) the amount
that is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.04(e). 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 five Eurodollar Borrowings outstanding.

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

                  SECTION 2.03. Requests for Borrowings. To request a Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone
(a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of the proposed Borrowing or (b)
in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of the proposed Borrowing; provided that any
such notice of an ABR Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.04(e) may be given not later than
10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

                  (i)      the aggregate amount of the requested Borrowing;

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

                  (iii)    whether such Borrowing is to be comprised of Working
                           Capital Revolving Loans or General Revolving Loans;

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

                  (v)      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


                                      -17-
<PAGE>   22


                  (vi)     the location and number of the Borrower's account to
                           which funds are to be disbursed, which shall comply
                           with the requirements of Section 2.05.

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

                  SECTION 2.04. Letters of Credit.

                  (a) General. Subject to the terms and conditions set forth
herein, the Borrower may request the issuance of Letters of Credit for its own
account, in a form reasonably acceptable to the Administrative Agent and the
Issuing Bank, at any time and from time to time during the Availability Period.
In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $25,000,000
and (ii) the sum of the total Revolving Credit Exposures shall not exceed the
total General Revolving Commitments.

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

                  (d) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Lender, and each Lender hereby acquires from the
Issuing Bank, a participation in such Letter of Credit equal to such Lender's
Applicable Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of the Issuing Bank, such Lender's Applicable Percentage
of each LC Disbursement made by the Issuing Bank and not reimbursed by the
Borrower on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Borrower for any reason.
Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit


                                      -18-
<PAGE>   23


is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

                  (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that
the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 that such payment be financed with an
ABR Borrowing in an equivalent amount and, to the extent so financed, the
Borrower's obligation to make such payment shall be discharged and replaced by
the resulting ABR Borrowing. If the Borrower fails to make such payment when
due, the Administrative Agent shall notify each Lender of the applicable LC
Disbursement, the payment then due from the Borrower in respect thereof and such
Lender's Applicable Percentage thereof. Promptly following receipt of such
notice, each Lender shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Borrower, in the same manner as
provided in Section 2.05 with respect to Loans made by such Lender (and Section
2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the Issuing Bank the amounts
so received by it from the Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing
Bank as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than
the funding of ABR Loans as contemplated above) shall not constitute a Loan and
shall not relieve the Borrower of its obligation to reimburse such LC
Disbursement.

                  (f) Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's


                                      -19-
<PAGE>   24


failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence or wilful
misconduct on the part of the Issuing Bank (as finally determined by a court of
competent jurisdiction), the Issuing Bank shall be deemed to have exercised care
in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.

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

                  (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Loans; provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.11(d) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank,
except that interest accrued on and after the date of payment by any Lender
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be
for the account of such Lender to the extent of such payment.

                  (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.10(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

                  (j) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of
the Loans has been accelerated, Lenders with LC Exposure representing greater
than 66 2/3% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in clause (h) or


                                      -20-
<PAGE>   25


(i) of Article VII. Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent and
at the Borrower's risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the
consent of Lenders with LC Exposure representing greater than 66 2/3% of the
total LC Exposure), be applied to satisfy other obligations of the Borrower
under this Agreement. If the Borrower is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived.

                  SECTION 2.05. 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 12:00 noon, New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in
New York City and designated by the Borrower in the applicable Borrowing
Request; provided that ABR Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.04(e) shall be remitted by the
Administrative Agent to the Issuing Bank.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to 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 2.06. Interest Elections. (a) Each Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the Borrower may elect to
convert such Borrowing to a different Type or to continue such Borrowing and, in
the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as
provided in this Section. The Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a 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


                                      -21-
<PAGE>   26


be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Interest Election Request in a form
approved by the Administrative Agent and signed by the Borrower.

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

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

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

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

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

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

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

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

                  SECTION 2.07. Termination and Reduction of Commitments. (a)
Unless previously terminated, the Commitments shall terminate on the Maturity
Date.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments; provided that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $1,000,000 and
not less than $5,000,000, (ii) any such reduction shall apply only to the
General Revolving Commitments until such time that the amount of the General
Revolving Commitments equals the amount of the Working Capital Revolving
Commitments and, thereafter, shall reduce both the General Revolving Commitments
and the Working Capital Revolving Commitments, and (iii) the Borrower shall not
terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.09, the sum of the
Revolving Credit Exposures would exceed the total Commitments.


                                      -22-
<PAGE>   27


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

                  SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan on the
Maturity Date.

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

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the 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
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

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

                  (e) Any Lender may request that Loans made by it be evidenced
by a promissory note. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
an increase in such Lender's Commitment pursuant to Section 2.18 or an increase
or reduction in such Lender's Commitment pursuant to an assignment pursuant to
Section 9.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is
a registered note, to such payee and its registered assigns).

                  SECTION 2.09. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to prior notice in accordance with paragraph (b) of this
Section.

                  (b) The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment, or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment


                                      -23-
<PAGE>   28


is given in connection with a conditional notice of termination of the
Commitments as contemplated by Section 2.07, then such notice of prepayment may
be revoked if such notice of termination is revoked in accordance with Section
2.07. Promptly following receipt of any such notice relating to a Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided
in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.11 and any break funding
payments required by Section 2.14.

                  SECTION 2.10. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the date
hereof to but excluding the date on which such Commitment terminates; provided
that, if such Lender continues to have any Revolving Credit Exposure after its
Commitment terminates, then such facility fee shall continue to accrue on the
daily amount of such Lender's Revolving Credit Exposure from and including the
date on which its Commitment terminates to but excluding the date on which such
Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall
be payable in arrears on the last day of March, June, September and December of
each year and on the date on which the Commitments terminate, commencing on the
first such date to occur after the date hereof; provided that any facility fees
accruing after the date on which the Commitments terminate shall be payable on
demand. All facility fees 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 Borrower agrees to pay (i) to the Administrative Agent
for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as that applicable to Eurodollar Loans on the average daily amount of such
Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender's Commitment terminates and
the date on which such Lender ceases to have any LC Exposure, and (ii) to the
Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum
on the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC
Exposure, as well as the Issuing Bank's standard fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder. Participation fees and fronting fees accrued through and
including the last day of March, June, September and December of each year shall
be payable on the third Business Day following such last day, commencing on the
first such date to occur after the Effective Date; provided that all such fees
shall be payable on the date on which the Commitments terminate and any such
fees accruing after the date on which the Commitments terminate shall be payable
on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand. All participation fees and
fronting 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).

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

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


                                      -24-
<PAGE>   29


                  SECTION 2.11. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Rate.

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

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

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

                  (e) All interest 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
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.12. 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 Adjusted LIBO Rate for such
         Interest Period; or

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


                                      -25-
<PAGE>   30


                  SECTION 2.13. Increased Costs. (a) If any Change in Law shall:

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

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

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

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

                  (c) A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the
Issuing Bank, as the case may be, 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 or the Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 270 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of
retroactive effect thereof.

                  SECTION 2.14. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified


                                      -26-
<PAGE>   31


in any notice delivered pursuant hereto (regardless of whether such notice may
be revoked under Section 2.09(b) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.17, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate (in the case of a
Eurodollar Loan) that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the Eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

                  SECTION 2.15. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

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

                  (c) The Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.

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

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and


                                      -27-
<PAGE>   32


executed documentation prescribed by applicable law or reasonably requested by
the Borrower as will permit such payments to be made without withholding or at a
reduced rate.

                  SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing
of Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.13, 2.14 or 2.15, or
otherwise) prior to 12:00 noon, New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.13,
2.14, 2.15 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,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

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

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Bank, as the case may be, the amount due. In such event,


                                      -28-
<PAGE>   33


if the Borrower has not in fact made such payment, then each of the Lenders or
the Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Sections 2.04(d) or (e), 2.05(b) or 2.16(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 2.17. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.13, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

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

                  SECTION 2.18. Procedures Regarding Increases to the
Commitments. (a) So long as no Default or Event of Default has occurred and is
continuing, the Borrower may request from time to time, subject to the terms and
conditions hereinafter set forth, that the aggregate amount of the Lenders'
Commitments be increased. Any such request shall be made by written notice to
the Administrative Agent; provided, however, that any such notice must be given
no later than 60 days prior to the Maturity Date. Each such notice (a "Initial
Notice of Commitment Increase") shall be in the form of Exhibit C-1 and specify
therein:


                                      -29-
<PAGE>   34


                  (i)      the proposed effective date of such increase, which
                           date (the requested "Commitment Increase Effective
                           Date") shall be no earlier than forty-five days after
                           receipt by the Administrative Agent of such notice;
                           and

                  (ii)     the amount of the requested increase; provided,
                           however, that (A) such increase must be at least
                           $25,000,000, (B) after giving effect to such
                           requested increase, the aggregate amount of the
                           Lenders' Commitments shall not exceed $175,000,000,
                           (C) such increase shall be applied in full to the
                           General Revolving Commitments, and (D) the Working
                           Capital Revolving Commitments, which are a subset of
                           the General Revolving Commitments, shall be increased
                           by an amount equal to one- fifth of the amount of the
                           increase of the General Revolving Commitments.

The Administrative Agent shall deliver a copy of such Initial Notice of
Commitment Increase to each Lender via facsimile transmission on or before the
third Business Day next succeeding the date the Administrative Agent receives
such Initial Notice of Commitment. After receipt of the Initial Notice of
Commitment, each Lender shall determine, in its sole discretion, whether to
participate, and to what extent, if any, in such Commitment Increase and shall
communicate such decision in writing to the Administrative Agent and the
Borrower on or before the eleventh day prior to the proposed Commitment Increase
Effective Date.

                  (b) On the tenth day prior to the proposed Commitment Increase
Effective Date, so long as no Default or Event of Default has occurred and is
continuing, the Borrower shall deliver to the Administrative Agent a written
notice confirming the requested increase in the aggregate amount of the Lenders'
Commitments. Each such notice (a "Notice of Confirmation of Commitment
Increase") shall be in the form of Exhibit C-2 and specify therein:

                  (i)      the proposed Commitment Increase Effective Date,
                           which date shall be no earlier than five Business
                           Days after receipt by the Administrative Agent of
                           such Notice of Confirmation of Commitment Increase;
                           and

                  (ii)     the amount of the requested increase; provided,
                           however, that (A) such increase must be at least
                           $25,000,000, (B) after giving effect to such
                           requested increase, the aggregate amount of the
                           Lenders' Commitments shall not exceed $175,000,000,
                           (C) such increase shall be applied in full to the
                           General Revolving Commitments, and (D) the Working
                           Capital Revolving Commitments, which are a subset of
                           the General Revolving Commitments, shall be increased
                           by an amount equal to one-fifth of the amount of the
                           increase of the General Revolving Commitments.

                  (iii)    the identity of each of the then Lenders, if any,
                           which has agreed with the Borrower to increase its
                           Commitment in an amount such that its Applicable
                           Percentage after giving effect to such requested
                           increase will be the same or greater than its
                           Applicable Percentage prior to giving effect to such
                           requested increase (each such Lender being an
                           "Increasing Lender"), each of the other then Lenders,
                           if any, which has agreed to increase its Commitment
                           in an amount such that its Applicable Percentage
                           after giving effect to such a requested increase will
                           be less than its Applicable Percentage prior to
                           giving effect to such requested increase (each such
                           Lender being a "Partially Increasing Lender") and the
                           identity of each financial institution not already a
                           Lender, if any, which has agreed with the Borrower to
                           become a Lender to effect such requested increase in
                           the aggregate amount of the Lenders' Commitments
                           (each such financial institution shall be reasonably
                           acceptable to the Administrative Agent and each such
                           financial institution being a


                                      -30-
<PAGE>   35


                           "New Lender" and each of the other then Lenders, if
                           any, which has not agreed to increase its Commitment
                           being a "Reducing Lender"); and

                  (iv)     the amount of the respective Commitments of the then
                           existing Lenders, such Increasing Lenders, such
                           Partially Increasing Lenders, such Reducing Lenders
                           and such New Lenders from and after the effective
                           date of such increase.

                  (c)      On or before each Commitment Increase Effective Date:

                  (i)      the Borrower, each Increasing Lender, each Partially
                           Increasing Lender and each then New Lender shall
                           execute and deliver to the Administrative Agent for
                           its acceptance, as to form, documentation embodying
                           the provisions of the Notice of Commitment Increase
                           relating to the increase in the aggregate amount of
                           the Lenders' Commitments to be effected on such
                           Commitment Increase Effective Date; and

                  (ii)     upon acceptance of such documentation by the
                           Administrative Agent, which acceptance shall not be
                           unreasonably withheld, and so long as no Default or
                           Event of Default has occurred and is continuing, (A)
                           the Administrative Agent shall give prompt notice of
                           such acceptance to each Lender, (B) it shall become
                           effective, and each Increasing Lender's and Partially
                           Increasing Lender's Commitment shall be increased to
                           the amount specified therein, on such Commitment
                           Increase Effective Date and (C) the Administrative
                           Agent shall record each New Lender's information in
                           the Register.

                  (d)      On each Commitment Increase Effective Date:

                  (i)      each then New Lender and each then Increasing Lender
                           shall, by wire transfer of immediately available
                           funds, deliver to the Administrative Agent such
                           Lenders' New Funds Amount for such Commitment
                           Increase Effective Date, which amount, for each such
                           Lender, shall constitute Loans made by such Lender to
                           the Borrower pursuant to Section 2.01 on such
                           Commitment Increase Effective Date; and

                  (ii)     the Administrative Agent shall, by wire transfer of
                           immediately available funds, pay to each then
                           Reducing Lender and to each Partially Increasing
                           Lender its Reduction Amount for such Commitment
                           Increase Effective Date, which amount, for each such
                           Lender, shall constitute a prepayment by the Borrower
                           pursuant to Section 2.09, ratably in accordance with
                           the respective principal amounts thereof, of the
                           principal amounts of all then outstanding Loans of
                           such Lender.

The Administrative Agent shall record each then New Lender's, each then
Increasing Lender's and each then Partially Increasing Lender's information in
the Register. Also effective as of each Commitment Increase Effective Date, each
then New Lender and each then Increasing Lender shall be deemed to have
purchased and had transferred to it, and each then Reducing Lender and each
Partially Increasing Lender shall be deemed to have sold and transferred as
provided in Section 2.04(d) to such New Lenders and Increasing Lenders, such
undivided interest and participation in such Reducing Lender's and such
Partially Increasing Lender's interest and participation in all then outstanding
Letters of Credit, to the extent necessary so that such undivided interests and
participations of all Lenders (including each New Lender) shall accord with
their respective Applicable Percentages after giving effect to the increase in
the aggregate amount of the Lenders' Commitments on such Commitment Increase
Effective Date.


                                      -31-
<PAGE>   36


                                   ARTICLE III

                         Representations and Warranties

                  The Borrower represents and warrants to the Lenders that:

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

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

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

                  SECTION 3.04. Financial Condition; No Material Adverse Change.
(a) The Borrower has heretofore furnished to the Lenders (i) its pro forma
balance sheet and statements of income, giving effect to the formation of the
Borrower and the completion of offering of the Units and related transactions
(A) for the fiscal year ended December 31,1999, prepared by the Borrower, and
(B) as of September 30, 2000 and for the nine months ended September 30, 2000,
certified by a Financial Officer and (ii) the historical balance sheets,
statements of income, net parent investment and cash flows of the UDS Logistics
Business (A) as of December 31, 1998 and 1999 and for each of the three years in
the period ended December 31, 1999, reported on by Arthur Andersen LLP,
independent public accountants, and (B) as of September 30, 1999 and 2000 and
for the nine months ended September 30, 2000, certified by a Financial Officer.
The financial statements referenced in clause (i) above were prepared based on
currently available information and certain estimates and assumptions.
Management of the Borrower believes that the assumptions provide a reasonable
basis for presenting the significant effects of the offering of the Units and
the related transactions and that the pro forma adjustments give appropriate
effect to those assumptions and are properly applied in the pro form financial
statements. The financial statements referenced in clause (ii) above present
fairly, in all material respects, the financial position and results of
operations and cash flows on a historical basis of the UDS Logistics Business as
of such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii)(B) above.

                  (b) Since September 30, 2000, there has been no material
adverse change in the business, assets, operations, prospects or condition,
financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.


                                      -32-
<PAGE>   37


                  SECTION 3.05. Properties. (a) Each of the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, free and clear of all Liens
except Permitted Encumbrances and Liens otherwise permitted or contemplated by
this Agreement.

                  (b) Each of the Borrower and its Subsidiaries owns, or is
licensed to use, or has made all required federal filings (and has not been
notified of any contest) with respect to, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business,
and the use thereof by the Borrower and its Subsidiaries does not infringe upon
the rights of any other Person, except for any such infringements that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

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

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

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

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

                  SECTION 3.08. Investment and Holding Company Status. Neither
the Borrower nor any of its Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935. The Borrower is not subject to
regulation under any Federal or State statute or regulation which limits its
ability to incur Indebtedness.

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

                  SECTION 3.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial


                                      -33-
<PAGE>   38


Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $10,000,000
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 $10,000,000 the fair market value of the
assets of all such underfunded Plans.

                  SECTION 3.11. Disclosure. The Borrower has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
it or any of its Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. Neither the Form S-1, nor the Information
Memorandum nor any of the other reports, financial statements, certificates or
other information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement 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; provided that,
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

                  SECTION 3.12. Investments and Guarantees. As of the Effective
Date, neither the Borrower nor any Subsidiary has any Investments or has
outstanding any Guarantees, except as permitted by this Agreement or reflected
in the financial statements described in Section 3.04(a)(i).

                  SECTION 3.13. Subsidiaries. As of the Effective Date, the
Borrower has no Subsidiaries.

                  SECTION 3.14. Casualties; Taking of Property. Neither the
business nor the assets of the Borrower or any Subsidiary have been materially
and adversely affected as a result of any fire, explosion, earthquake, flood,
drought, windstorm, accident, strike or other labor disturbance, embargo,
requisition or taking of any assets or cancellation of contracts, permits or
concessions by any domestic or foreign government or any agency thereof, riot,
activities of armed forces or acts of God or of any public enemy.


                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Effective Date. The obligations of the Lenders
to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall
not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02):

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

                  (b) The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated
the Effective Date) of (i) Andrews & Kurth L.L.P., counsel for the Borrower, and
(ii) Todd Walker, in-house counsel of UDS, collectively providing the opinions
set forth in Exhibit B, and each such opinion covering such other matters
relating to the Borrower, the General Partner, the Limited Partner, this
Agreement or the Transactions as the Lenders shall reasonably request. The
Borrower hereby requests each such counsel to deliver its applicable opinion to
the Administrative Agent and the Lenders.


                                      -34-
<PAGE>   39


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

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

                  (e) The Administrative Agent shall have received (i)
counterpart originals of the Partnership Agreement (MLP) substantially in the
form filed as an exhibit to the Form S-1, the Omnibus Agreement, the
Transportation Agreement and the Partnership Agreement (Borrower) in form and
substance acceptable to the Lenders, in each case duly executed by each of the
parties thereto and (ii) evidence satisfactory to the Lenders that the UDS
Logistics Business has been conveyed to the Borrower and that the Partnership
Agreement (Borrower), the Omnibus Agreement, the Transportation Agreement and
the Partnership Agreement (MLP) are in full force and effect, which evidence may
be in the form of a certificate of the President or a Vice President (or
equivalent officer) of the Borrower.

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

                  (g) The Administrative Agent shall have received a
certificate, dated the Effective Date and signed by a Financial Officer,
confirming that the Limited Partner has received gross proceeds of not less than
$65,000,000 from the offering of the Common Units pursuant to and as described
in the Form S-1 (including, without limitation, the satisfaction of the
applicable conditions precedent to such offering) and that the Limited Partner
has contributed the net proceeds of such offering to the Borrower.

                  (h) The Administrative Agent shall have received satisfactory
evidence regarding the scope and materiality of any environmental risks
affecting the Project.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at
or prior to 3:00 p.m., New York City time, on February 28, 2001 (and, in the
event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

                  (a) The representations and warranties of the Borrower set
forth in this Agreement shall be true and correct on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable (unless such representations and warranties are
stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct as of such earlier date).


                                      -35-
<PAGE>   40


                  (b) At the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default shall have occurred and be continuing.

                  (c) The Administrative Agent shall have received each
additional document, instrument, legal opinion or item of information reasonably
requested by the Administrative Agent, including, without limitation, a copy of
any debt instrument, security agreement or other material contract to which the
Borrower or any Subsidiary may be a party.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section 4.02.


                                    ARTICLE V

                              Affirmative Covenants

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

                  SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

                  (a) within 120 days after the end of each fiscal year of the
Borrower, its audited consolidated balance sheet and related statements of
income, partners equity and cash flows as of the end of and for such year,
setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on by Arthur Andersen LLP or other independent public
accountants of recognized national standing (without a "going concern" or like
qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition, results of
operations and cash flows of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;

                  (b) within 60 days after the end of each of the first three
fiscal quarters of each fiscal year of the Borrower, its consolidated balance
sheet and related statements of income, partners equity and cash flows as of the
end of and for such fiscal quarter and the then elapsed portion of the fiscal
year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;

                  (c) concurrently with any delivery of financial statements
under clause (a) or (b) above, a certificate of a Financial Officer of the
Borrower (i) certifying as to whether a Default has occurred and, if a Default
has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Section 6.11 and (iii) stating
whether any change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in Section 3.04 and, if any
such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;


                                      -36-
<PAGE>   41


                  (d) promptly and in any event within ten (10) business days
after the existence of any of the following conditions, a certificate of the
President or a Vice President (or equivalent officer) of the Borrower, or of the
officer of the Borrower primarily responsible for monitoring compliance by the
Borrower and its Subsidiaries with Environmental Laws, specifying in detail the
nature of such condition and the Borrower's proposed response thereto, in each
case if the occurrence of such event could reasonably be expected to have a
Material Adverse Effect:

                           (i) the receipt by the Borrower or the General
         Partner of any communication (written or oral), whether from a
         Governmental Authority or other Person that alleges that the Borrower
         or any Subsidiary is not in compliance with applicable Environmental
         Laws or Environmental Approvals,

                           (ii) the President or a Vice President (or equivalent
         officer) of the Borrower, or the officer of the Borrower primarily
         responsible for monitoring compliance by the Borrower and its
         Subsidiaries with Environmental Laws, shall obtain actual knowledge
         that there exists any Environmental Liability pending or threatened
         against the Borrower or any Subsidiary, or

                           (iii) any release, emission, discharge or disposal of
         any Hazardous Materials that could reasonably be expected to form the
         basis of any Environmental Liability with respect to the Borrower or
         any Subsidiary.

The Borrower will also maintain and make available for inspection by the
Administrative Agent and the Lenders and their agents and employees accurate and
complete records of all investigations, studies, sampling and testing conducted,
and any and all remedial actions taken, by the Borrower, any Subsidiary or, to
its knowledge and to the extent obtained by the Borrower and the General
Partner, by any Governmental Authority or other Person in respect to Hazardous
Materials on or affecting the properties of Borrower and its Subsidiaries.

                  (e) Prior to the end of each fiscal year, a copy of the
projections of the operating budget and cash flows for the next succeeding
fiscal year, such projections to be accompanied by a certificate of a Financial
Officer to the effect that the projections have been prepared on the basis of
sound financial planning practice and that such Financial Officer has no reason
to believe that such projections are incorrect or misleading in any material
respect; and

                  (f) promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of the Borrower or any Subsidiary, or compliance with the terms of this
Agreement, as the Administrative Agent or any Lender may reasonably request.

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

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
proceeding by or before any arbitrator or Governmental Authority against or
affecting the Borrower or any Affiliate thereof that, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect;

                  (c) 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 Borrower and its Subsidiaries in an aggregate amount
exceeding $10,000,000;


                                      -37-
<PAGE>   42


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

                  (e) any material amendment to the Partnership Agreement (MLP)
or any Material Agreement, together with a certified copy of such amendment.

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

                  SECTION 5.03. Existence; Conduct of Business. The Borrower
will, and will cause each of its 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 Borrower will, and
will cause each of its 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 Borrower 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
Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.

                  SECTION 5.06. Books and Records; Inspection Rights. The
Borrower will, and will cause each of its 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
Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.

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

                  SECTION 5.08. Use of Proceeds and Letters of Credit. The
proceeds of the Working Capital Revolving Loans will be used to finance the
working capital requirements of the Borrower and its Subsidiaries, or to pay, in
whole or in part, Restricted Payments permitted pursuant to the terms hereof.
The proceeds of the General Revolving Loans will be used to finance the working
capital requirements and general partnership purposes of the Borrower and its
Subsidiaries, but will not be used to make any Restricted Payment permitted by
Section 6.06(b). The Letters of Credit shall be used for general business
purposes in the ordinary course of business or for such other purposes as may be
approved by the Administrative Agent. No part of the proceeds of any Loan will
be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations T, U and
X.


                                      -38-
<PAGE>   43


                  SECTION 5.09. Environmental Laws. The Borrower will, and will
cause each of its Subsidiaries to:

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

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

                  SECTION 5.10. Clean-Down. The Borrower will cause the
aggregate outstanding principal balance of the Working Capital Revolving Loans
to be zero for a period of at least 15 consecutive days during each calendar
year.

                  SECTION 5.11. Subsidiaries. The Borrower will, substantially
contemporaneously with its formation or acquisition, cause each Subsidiary to
become a Guarantor with respect to, and jointly and severally liable with all
other Guarantors for, all obligations of the Borrower under this Agreement by
executing and delivering to the Administrative Agent, for the benefit of the
Lenders, a Guaranty, substantially in the form of Exhibit D. The Borrower shall,
or shall cause such Subsidiary to, further deliver any and all instruments,
documents, approvals, consents or opinions of counsel reasonably requested by
the Administrative Agent or the Required Lenders in connection with any such
Guaranty.


                                   ARTICLE VI

                               Negative Covenants

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

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

                  (a) Indebtedness created hereunder;

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

                  (c) Guarantees by the Borrower of Indebtedness of any
Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other
Subsidiary;

                  (d) other Indebtedness of the Borrower and any Subsidiary;
provided that, both before and after such Indebtedness is created, incurred or
assumed, no Default shall exist under this Agreement,


                                      -39-
<PAGE>   44


including, without limitation, a Default with respect to (i) the Consolidated
Interest Coverage Ratio set forth in Section 6.11(a) and (ii) the Consolidated
Debt Coverage Ratio set forth in Section 6.11(b).

                  SECTION 6.02. Liens. The Borrower 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 existing on any property or asset prior to the
acquisition thereof by the Borrower 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; 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 Borrower or any Subsidiary and
(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;

                  (c) Liens on fixed or capital assets acquired, constructed or
improved by the Borrower or any Subsidiary; provided that (i) such security
interest secures Indebtedness permitted by clause (d) of Section 6.01, (ii) such
security interests and the Indebtedness secured thereby are incurred prior to or
within 90 days after such acquisition or the completion of such construction or
improvement, (iii) the Indebtedness secured thereby does not exceed the cost of
acquiring, constructing or improving such fixed or capital assets and (iv) such
security interests shall not apply to any other property or assets of the
Borrower or any Subsidiary; and

                  (d) other Liens securing Indebtedness in an amount that does
not at any time exceed 10% of Consolidated Tangible Net Worth.

                  SECTION 6.03. Fundamental Changes. (a) The Borrower 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 any substantial part of its assets, or all or
substantially all of the stock of any of its Subsidiaries (in each case whether
now owned or hereafter acquired), or liquidate or dissolve, except that, if at
the time thereof and immediately after giving effect thereto no Default shall
have occurred and be continuing (i) any Subsidiary may merge into the Borrower
in a transaction in which the Borrower is the surviving corporation or the
Borrower may merge with another Person so long as (A) the surviving entity or
purchaser, if other than the Borrower, assumes, pursuant to the terms of such
transaction, each of the obligations of the Borrower hereunder and under any
other documents entered into in connection with the Loans and (B) each such
assumption is expressly evidenced by an agreement executed and delivered to the
Lenders in a form reasonably satisfactory to the Administrative Agent, (ii) any
Subsidiary may merge into any Subsidiary in a transaction in which the surviving
entity is a Subsidiary, and (iii) any Subsidiary may liquidate or dissolve if
the Borrower determines in good faith that such liquidation or dissolution is in
the best interests of the Borrower and is not materially disadvantageous to the
Lenders; provided that any such merger involving a Person that is not a wholly
owned Subsidiary immediately prior to such merger shall not be permitted unless
also permitted by Section 6.04.

                  (b) The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the
date of execution of this Agreement and businesses reasonably related thereto.


                                      -40-
<PAGE>   45


                  SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned Subsidiary prior to such merger) any Investment in
or Guarantee any obligations of, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit, except:

                  (a) Permitted Investments;

                  (b) Investments by the Borrower in the Equity Interest of its
         Subsidiaries, so long as each such Subsidiary has Guaranteed the
         Indebtedness of the Borrower under this Agreement;

                  (c) loans or advances made by the Borrower to any Subsidiary
         and made by any Subsidiary to the Borrower or any other Subsidiary, so
         long as each such Subsidiary has Guaranteed the Indebtedness of the
         Borrower under this Agreement;

                  (d) Guarantees constituting Indebtedness permitted by Section
         6.01; and

                  (e) the Borrower's interest in the Skelly-Belvieu Pipeline
         Company, L.L.C.; and

                  (f) Investments in Joint Venture Interests and the purchase or
         other acquisition of the assets of another Person constituting a
         business unit; provided, that, both before and after giving effect to
         any such Investment, no Default shall exist, including, without
         limitation, a Default with respect to (i) use of proceeds set forth in
         Section 5.08, (ii) the Consolidated Interest Coverage Ratio set forth
         in Section 6.11(a), or (iii) the Consolidated Debt Coverage Ratio set
         forth in Section 6.11(b).

                  SECTION 6.05. Hedging Agreements. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any Hedging Agreement,
other than Hedging Agreements entered into in the ordinary course of business to
hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in
the conduct of its business or the management of its liabilities.

                  SECTION 6.06. Restricted Payments. The Borrower will not, and
will not permit any of its Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except (a) any Subsidiary
may declare and pay Restricted Payments to the Borrower and (b) as long as no
Default has occurred and is continuing or would result therefrom, the Borrower
may make Restricted Payments consisting of cash distributions in accordance with
the terms of the Partnership Agreement (Borrower).

                  SECTION 6.07. Transactions with Affiliates. The Borrower will
not, and will not permit any of its 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 Borrower or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
(b) transactions between or among the Borrower and its wholly owned Subsidiaries
not involving any other Affiliate, (c) any Restricted Payment permitted by
Section 6.06, and (d) pursuant to the agreements listed on Schedule 6.07, which
agreements are at prices and on terms and conditions not less favorable to the
Borrower than could be obtained on an arm's-length basis from unrelated third
parties.

                  SECTION 6.08. Restrictive Agreements. The Borrower will not,
and will not permit any of its 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 (a) the ability of the
Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any
of its property or assets, or (b) 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


                                      -41-
<PAGE>   46


or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness
of the Borrower or any other Subsidiary; provided that (i) the foregoing shall
not apply to restrictions and conditions imposed by law or by this Agreement,
(ii) the foregoing shall not apply to restrictions and conditions existing on
the date hereof identified on Schedule 6.08 (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to 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,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness and (v) clause (a) of the foregoing shall not
apply to customary provisions in leases and other contracts restricting the
assignment thereof.

                  SECTION 6.09. Limitation on Modifications of Other Agreements.
The Borrower will not, and will not permit any Subsidiary to, amend, modify or
change, or consent to any amendment, modification or change to, any of the terms
of, the Material Agreements, except to the extent the same could not reasonably
be expected to have a Material Adverse Effect.

                  SECTION 6.10. Creation of Subsidiaries. The Borrower will not
at any time create or acquire any Subsidiary unless Borrower has caused such
Subsidiary to comply with the requirements of Section 5.11.

                  SECTION 6.11. Financial Condition Covenants. The Borrower will
not permit at any time (a) its Consolidated Interest Coverage Ratio to be less
than 3.50 to 1.00 or (b) its Consolidated Debt Coverage Ratio to be in excess of
3.00 to 1.00.


                                   ARTICLE VII

                                Events of Default

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

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

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

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

                  (d) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02, 5.03 (with respect
to the Borrower's existence) 5.06 (with respect to inspection rights), 5.08 or
5.10 or in Article VI;


                                      -42-
<PAGE>   47


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

                  (f) the Borrower or any Subsidiary shall fail to make any
payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable;

                  (g) a default shall occur in the payment when due (subject to
any applicable grace period), whether by acceleration or otherwise, of any
Material Indebtedness; or a default shall occur in the performance or observance
of any obligation or condition with respect to any Material Indebtedness if the
effect of such default is to accelerate the maturity of any such Indebtedness or
such default shall continue unremedied for any applicable period of time
sufficient to permit the holder or holders of such Indebtedness, or any trustee
or agent for such holders, to cause such Indebtedness to become due and payable
prior to its expressed maturity.

                  (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the General Partner, the Borrower 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 General Partner, the
Borrower 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;

                  (i) the General Partner, the Borrower or any Subsidiary shall
(i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (h) of this
Article, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the General
Partner, the Borrower 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;

                  (j) the General Partner, the Borrower or any Subsidiary shall
become unable, admit in writing its inability or fail generally to pay its debts
as they become due;

                  (k) one or more judgments for the payment of money in an
aggregate amount in excess of $10,000,000 and that are not covered by insurance
shall be rendered against the Borrower, 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
Borrower 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 Borrower
and its Subsidiaries in an aggregate amount exceeding $10,000,000;

                  (m) the Borrower or any Subsidiary shall incur an
Environmental Liability requiring payment in any Rolling Period in excess of
$5,000,000;


                                      -43-
<PAGE>   48


                  (n) the Limited Partner shall (i) conduct, transact or
otherwise engage in, or commit to conduct, transact or otherwise engage in, any
business or operations other than those incidental to its ownership of the
limited partner interests in the Borrower, (ii) incur, create, assume or suffer
to exist any Indebtedness or other liabilities or financial obligations, other
than (A) nonconsensual obligations imposed by operation of law, (B) obligations
with respect to the Units, (C) Guarantees with respect to Indebtedness permitted
by subsections 6.01(f), or (iii) own, lease, manage or otherwise operate any
properties or assets (including cash and cash equivalents), other than (X) the
limited partner interests in the Borrower, (Y) ownership interests (not to
exceed 1% in each such case) of a Subsidiary and (Z) cash received in connection
with dividends made by the Borrower in accordance with subsection 6.06 pending
application to the holders of the Units and the General Partner Interest;

                  (o) a Change in Control shall occur; or

                  (p) the sale by UDS of a material portion of its Refinery
Assets unless each purchaser thereof has (i) a debt rating of its senior,
unsecured, long-term indebtedness for borrowed money that is not guaranteed by
any other Person or subject to any other credit enhancement of at least
BBB-/Baa3 and (ii) and has fully assumed, with respect to such purchased
Refinery Assets, the rights and obligations of UDS and its Affiliates under the
Transportation Agreement.

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

                                  ARTICLE VIII

                            The Administrative Agent

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

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


                                      -44-
<PAGE>   49


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

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

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

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent which
shall be a Lender and a commercial bank with an office in New York, New York and
having a combined capital and surplus of at least $500,000,000, or an Affiliate
of any such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and


                                      -45-
<PAGE>   50


obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

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

                                   ARTICLE IX

                                  Miscellaneous

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

                  (a) if to the Borrower, to it at 6000 North Loop 1604 West,
San Antonio, Texas 78249- 1112, Attention of Chief Accounting and Financial
Officer (Telecopy No. (210) 592-2010);

                  (b) if to the Administrative Agent, to The Chase Manhattan
Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New
York, New York 10081, Attention of Muniram Appanna (Telecopy No. (212)
552-2261), with a copy to The Chase Manhattan Bank, 707 Travis, Houston, Texas
77002, Attention of Kelly Schrock (Telecopy No. (713) 216-2291);

                  (c) if to the Issuing Bank, to it at The Chase Manhattan Bank,
Letter of Credit Group, 717 Travis, Houston, Texas 77002, Attention of Teresa
Dever (Telecopy No. (713) 216-2219);

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

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

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


                                      -46-
<PAGE>   51


the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent, any Lender or the Issuing Bank may have had notice or
knowledge of such Default at the time.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders or by the Borrower
and the Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or LC Disbursement 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 LC Disbursement, 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 2.16(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 or the definition of "Required Lenders" or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided further that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent or the Issuing Bank hereunder without the prior written
consent of the Administrative Agent or the Issuing Bank, as the case may be.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Administrative Agent, the
Issuing Bank or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent, the Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with
the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

                  (b) The Borrower shall indemnify the Administrative Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or Letter of Credit or the use of the proceeds therefrom (including any refusal
by the Issuing Bank to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence
or release of Hazardous Materials on or from any property owned or operated by
the Borrower or any of its Subsidiaries, or any Environmental Liability related
in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be


                                      -47-
<PAGE>   52


available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee.

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

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

                  (e) All amounts due under this Section shall be payable not
later than 5 Business Days after written demand therefor.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

                  (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower and the Administrative Agent (and, in the case of an
assignment of all or a portion of a Commitment or any Lender's obligations in
respect of its LC Exposure and the Issuing Bank) 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 $5,000,000 unless each of the Borrower 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, and (v) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided further that any consent of the Borrower otherwise
required under this paragraph shall not be required if an Event of Default has
occurred and is continuing. Subject to acceptance and recording thereof pursuant
to paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have


                                      -48-
<PAGE>   53


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
2.13, 2.14, 2.15 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 paragraph (e) of
this Section.

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

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  (e) Any Lender may, without the consent of the Borrower, the
Administrative Agent or the Issuing Bank, sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, the Issuing
Bank 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 paragraph (f) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.16(c) as though it were a
Lender.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.15 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.15(e) as though it were a Lender.


                                      -49-
<PAGE>   54


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

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 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 Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, 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 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.


                                      -50-
<PAGE>   55


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

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

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

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

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

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

                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f) subject to an agreement containing


                                      -51-
<PAGE>   56


provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
from a source other than the Borrower. For the purposes of this Section,
"Information" means all information received from the Borrower relating to the
Borrower or its business, other than any such information that is available to
the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential
basis prior to disclosure by the Borrower; provided that, in the case of
information received from the Borrower after the date hereof, such information
is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

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





                                      -52-
<PAGE>   57




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


                          SHAMROCK LOGISTICS OPERATIONS, L.P.

                            By: Riverwalk Logistics, L.P., its General Partner

                             By: Shamrock Logistics GP, LLC, its General Partner



                                By: /s/ STEVE BLANK
                                    --------------------------------------------
                                    Name:  Steve Blank
                                    Title: Chief Financial Officer







                               [Signature Page-1]
<PAGE>   58




                                  THE CHASE MANHATTAN BANK, individually and
                                  as Administrative Agent,



                                  By: /s/ STEVE A. NORDAKER
                                      ------------------------
                                      Name:  Steve A. Nordaker
                                      Title: Managing Director







                               [Signature Page-2]
<PAGE>   59



                                 ROYAL BANK OF CANADA



                                 By: /s/ ANDREA M. SICKLER
                                     ------------------------
                                     Name:  Andrea M. Sickler
                                     Title: Senior Manager







                               [Signature Page-3]
<PAGE>   60



                                SUNTRUST BANK



                                By: /s/ STEVEN J. NEWBY
                                    ----------------------
                                    Name:  Steven J. Newby
                                    Title: Vice President







                               [Signature Page-4]
<PAGE>   61



                                THE SUMITOMO BANK, LIMITED



                                By: /s/ PETER R.C. KNIGHT
                                    ----------------------------
                                    Name:  Peter R.C. Knight
                                    Title: Senior Vice President







                               [Signature Page-5]
<PAGE>   62



                               THE INDUSTRIAL BANK OF JAPAN, LIMITED
                               NEW YORK BRANCH



                               By: /s/ MICHAEL N. OAKS
                                   --------------------------------------------
                                   Name:  Michael N. Oaks
                                   Title: Senior Vice President, Houston Office







                               [Signature Page-6]
<PAGE>   63



                               THE BANK OF TOKYO-MITSUBISHI, LTD.



                               By: /s/ K. GLASSCOCK
                                   ---------------------------------
                                   Name:  K.  Glasscock
                                   Title: Vice President and Manager







                               [Signature Page-7]
<PAGE>   64



                               THE FUJI BANK, LIMITED



                               By: /s/ JACQUES AZAGURY
                                   ----------------------------------------
                                   Name:  Jacques Azagury
                                   Title: Senior Vice President and Manager








                               [Signature Page-8]
<PAGE>   65



                                                                       EXHIBIT A

                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Credit Agreement dated as of December
15, 2000 (as amended and in effect on the date hereof, the "Credit Agreement"),
among Shamrock Logistics Operations, L.P., the Lenders named therein and The
Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in
the Credit Agreement are used herein with the same meanings.

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

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


                  This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date"):



                                       A-1
<PAGE>   66





<TABLE>
<CAPTION>
                                              Percentage Assigned of
                                              Facility/Commitment (set
                                              forth, to at least 8 decimals,
                                              as a percentage of the Facility
                                              and the aggregate
                        Principal Amount      Commitments of all Lenders
Facility                Assigned              thereunder)
--------                ----------------      -------------------------------
<S>                     <C>                   <C>

Commitment Assigned:    $                                                  %

Loans:
</TABLE>

The terms set forth above and on the reverse side hereof are hereby agreed to:

                                         [Name of Assignor]   , as Assignor


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


                                         [Name of Assignee]   , as Assignee


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


                                       A-2


<PAGE>   67



The undersigned hereby consent to the within assignment:



Shamrock Logistics Operations, L.P.,     The Chase Manhattan Bank,
                                         as Administrative Agent,


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


                                         The Chase Manhattan Bank,
                                         as Issuing Bank


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


                                       A-3


<PAGE>   68



                                    EXHIBIT B



                       OPINION OF COUNSEL FOR THE BORROWER


                                                                [Effective Date]

To the Lenders and the Administrative
   Agent Referred to Below
c/o The Chase Manhattan Bank, as
   Administrative Agent
270 Park Avenue
New York, New York 10017

Dear Sirs:

         [I/We] have acted as counsel for Shamrock Logistics Operations, L.P.
(the "Borrower"), in connection with the Credit Agreement dated as of December
15, 2000 (the "Credit Agreement"), among the Borrower, the banks and other
financial institutions identified therein as Lenders, and The Chase Manhattan
Bank, as Administrative Agent. This opinion is being furnished to you pursuant
to Section 4.01(b) of the Agreement. Terms defined in the Credit Agreement are
used herein with the same meanings.

         [I, or individuals under my direction,/We] have examined originals or
copies, certified or otherwise identified to [my/our] satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as
[I/we] have deemed necessary or advisable for purposes of this opinion.

         Upon the basis of the foregoing, [I am/we are] of the opinion that:

         1. The Borrower (a) is a limited partnership duly organized and validly
existing under the laws of the State of Delaware and (b) has the limited
partnership power and authority to (i) own property and conduct the business in
which it is currently engaged and in which it proposes, as of the date hereof,
to be engaged after the date hereof, (ii) make, deliver and perform the Credit
Agreement and each of the other Loan Documents in accordance with the terms and
provisions thereof and (iii) borrow under the Credit Agreement.
         2. The Borrower has taken all necessary limited partnership action to
authorize the borrowings by the Borrower on the terms and conditions of the
Credit Agreement and to authorize the execution, delivery and performance of
each of the Loan Documents.
         3. The Credit Agreement has been duly executed and delivered on behalf
of the Borrower. The Credit Agreement constitutes the legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
its terms.
         4. No approvals or consents of any Governmental Authority or other
consents or approvals by any other Person which have not been obtained on or
prior to the date hereof are required in connection with the (a) participation
by the Borrower in the transactions contemplated


                                       B-1
<PAGE>   69


by the Credit Agreement and the other loan documents, or the execution, delivery
and performance by the Borrower of the Credit Agreement or any of the other loan
documents and (b) the validity and enforceability thereof and the exercise by
the Lenders of their rights and remedies thereunder.
         5. The execution, delivery and performance by the Borrower of the
Credit Agreement and each of the other loan documents to which it is a party in
accordance with the terms thereof will not (a) violate any provision of the
Partnership Agreement (Borrower), (b) result in the breach of, or constitute a
default under, any indenture or loan or credit agreement or any other material
agreement, lease or instrument to which the Borrower is a party or by which its
properties may be bound, (c) result in, or require, the creation or imposition
of any Lien on any of its properties or revenues pursuant to any Requirement of
Law or Contractual Obligation, or (d) result in any violation by the Borrower of
any applicable law.
         6. The partnership interests in the Borrower listed on Schedule [ ]
hereto constitute all the partnership interests of record in the Borrower and
are owned of record by the Persons designated on Schedule [ ].
         7. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best of our
knowledge, threatened by or against the Borrower or against any of its
properties or revenues (a) with respect to the Credit Agreement or any of the
loan documents to which the Borrower is a party or any of the transactions
contemplated thereby or (b) which, if adversely determined, could reasonably be
expected to have a Material Adverse Effect.
         8. A Texas court or a federal court sitting in Texas applying Texas
choice of law principles and statutes would enforce the provisions of the Loan
Documents stating that such Loan Documents are to be governed by and construed
in accordance with the laws of the State of New York.
         9. The making of the Loans to the Borrower will not violate Section 7
of the Securities Exchange Act of 1934, as amended, or any regulation issued
pursuant thereto, including without limitation, the provisions of Regulations T,
U or X of the Board of Governors of the Federal Reserve System.
         10. The Borrower is not an "investment company," or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended. The Borrower is not subject to regulation under
any federal or Texas statute or regulation which limits its ability to incur
indebtedness.
         11. The Borrower is not subject to, or is exempt from, regulation as a
"holding company" under the Public Utility Holding Company Act of 1935, as
amended, or pursuant to such Act or the rules and regulations promulgated
thereunder or any order or interpretation of the Securities and Exchange
Commission or its staff issued pursuant thereto.


                                       B-2
<PAGE>   70



                                   EXHIBIT C-1


                  FORM OF INITIAL NOTICE OF COMMITMENT INCREASE


                                     [Date]


The Chase Manhattan Bank,
  as Administrative Agent
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

Attention:  __________________

Ladies and Gentlemen:

         The undersigned, Shamrock Logistics Operations, L.P., refers to the
Credit Agreement dated as of December 15, 2000, (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement", with terms defined
in the Credit Agreement and not otherwise defined herein being used herein as
therein defined) among Shamrock Logistics Operations, L.P., a Delaware limited
partnership (the "Borrower"), the Lenders party thereto, and The Chase Manhattan
Bank, as Administrative Agent, Royal Bank of Canada, as Syndication Agent and
SunTrust Bank, as Documentation Agent and hereby gives you notice, pursuant to
Section 2.18 of the Credit Agreement that the undersigned hereby requests that
(x) the Lenders agree to increase their respective Commitments and/or (y) the
New Lenders agree to provide Commitments under the Credit Agreement, and in that
connection sets forth below the information relating to such proposed Commitment
Increase as required by Section 2.18 of the Credit Agreement:

                  (i) the effective date of such increase of aggregate amount of
         the Lenders' Commitments is _______________; and

                  (ii) the amount of the requested increase (and/or provision,
         as applicable) of the aggregate Lenders' Commitments is
         $________________ [$25,000,000 minimum];

         Delivery of an executed counterpart of this Initial Notice of
Commitment Increase by telecopier shall be effective as delivery of an original
executed counterpart of this Initial Notice of Commitment Increase.

                           Very truly yours,

                           SHAMROCK LOGISTICS OPERATIONS, L.P.

                           By: Riverwalk Logistics, L.P., its General Partner

                           By: Shamrock Logistics GP, LLC, its General Partner


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




                                      C-1-2
<PAGE>   71



                                   EXHIBIT C-2


              FORM OF NOTICE OF CONFIRMATION OF COMMITMENT INCREASE


                                     [Date]


The Chase Manhattan Bank,
  as Administrative Agent
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

Attention:  __________________

Ladies and Gentlemen:

         The undersigned, Shamrock Logistics Operations, L.P., refers to the
Credit Agreement dated as of December 15, 2000, (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement", with terms defined
in the Credit Agreement and not otherwise defined herein being used herein as
therein defined) among Shamrock Logistics Operations, L.P., a Delaware limited
partnership (the "Borrower"), the Lenders party thereto, and The Chase Manhattan
Bank, as Administrative Agent, Royal Bank of Canada, as Syndication Agent and
SunTrust Bank, as Documentation Agent and hereby gives you notice, irrevocably,
pursuant to Section 2.18 of the Credit Agreement that the undersigned hereby
requests that (x) the Lenders agree to increase their respective Commitments
and/or (y) the New Lenders agree to provide Commitments under the Credit
Agreement, and in that connection sets forth below the information relating to
such proposed Commitment Increase as required by Section 2.18 of the Credit
Agreement:

                  (i) the effective date of such increase of aggregate amount of
         the Lenders' Commitments is _______________;

                  (ii) the amount of the requested increase (and/or provision,
         as applicable) of the aggregate Lenders' Commitments is
         $________________ [$25,000,000 minimum];

                  (iii) the Increasing Lenders, the Partially Increasing Lenders
         or the New Lenders, if any, which have agreed with the Borrower to
         increase (and/or provide, as applicable) their respective Commitments
         or to provide Commitments, as the case may be, are: [INSERT NAMES OF
         THE INCREASING LENDERS, THE PARTIALLY INCREASING LENDERS AND/OR NEW
         LENDERS];

                  (iv) the Reducing Lenders, if any, which have not agreed to
         increase their respective Commitments are: [INSERT THE NAMES OF THE
         REDUCING LENDERS]; and

                  (v) set forth on Schedule I hereto is the amount of the
         respective Commitments of all Increasing Lenders, Partially Increasing
         Lenders, Reducing Lenders and New Lenders after the effective date of
         such increase.

         Delivery of an executed counterpart of this Notice of Confirmation of
Commitment Increase by telecopier shall be effective as delivery of an original
executed counterpart of this Notice of Confirmation of Commitment Increase.

                           Very truly yours,

                           SHAMROCK LOGISTICS OPERATIONS, L.P.

                           By: Riverwalk Logistics, L.P., its General Partner

                           By: Shamrock Logistics GP, LLC, its General Partner


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



                                      C-2-1
<PAGE>   72



                                  SCHEDULE 2.01



<TABLE>
<CAPTION>
LENDER                                                    COMMITMENT
------                                                    ----------
<S>                                                       <C>
The Chase Manhattan Bank                                  $20,000,000
Royal Bank of Canada                                      $20,000,000
SunTrust Bank                                             $20,000,000
The Sumitomo Bank, Limited.                               $15,000,000
The Industrial Bank of Japan, Limited                     $15,000,000
The Bank of Tokyo-Mitsubishi, Ltd.                        $15,000,000
The Fuji Bank, Limited                                    $15,000,000
</TABLE>