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As filed with the Securities and Exchange Commission on June 25, 2004
Registration No. 333-113588



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


AMENDMENT NO. 4 TO

Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Holly Energy Partners, L.P.

(Exact name of Registrant as Specified in Its Charter)


         
Delaware   4610   20-0833098
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

100 Crescent Court, Suite 1600

Dallas, Texas 75201
(214) 871-3555
(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrant’s Principal Executive Offices)

Matthew P. Clifton

100 Crescent Court, Suite 1600
Dallas, Texas 75201
(214) 871-3555
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)


Copies to:

     
Alan J. Bogdanow
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201-2975
(214) 220-7700
  Joshua Davidson
Baker Botts L.L.P.
910 Louisiana
Houston, Texas 77002
(713) 229-1234


      Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.


      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o


      The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.




 

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 
Item 13. Other Expenses of Issuance and Distribution.

       Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee, the NASD filing fee and the NYSE filing fee, the amounts set forth below are estimates.

           
SEC registration fee
  $ 20,545  
NASD filing fee
    16,715  
NYSE listing fee
    150,000  
Printing and engraving expenses
    350,000  
Fees and expenses of legal counsel
    2,000,000  
Accounting fees and expenses
    400,000  
Transfer agent and registrar fees
    4,500  
Miscellaneous
    58,240  
     
 
 
Total
  $ 3,000,000  
     
 
 
Item 14. Indemnification of Directors and Officers.

       The section of the prospectus entitled “The Partnership Agreement — Indemnification” discloses that we will generally indemnify officers, directors and affiliates of the general partner to the fullest extent permitted by the law against all losses, claims, damages or similar events and is incorporated herein by this reference. Reference is also made to Section 8 of the Underwriting Agreement to be filed as an exhibit to this registration statement in which Holly Corporation and its affiliates will agree to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments that may be required to be made in respect of these liabilities. Subject to any terms, conditions or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever.

 
Item 15. Recent Sales of Unregistered Securities.

       On March 12, 2004, in connection with the formation of the partnership, Holly Energy Partners, L.P. issued to (i) HEP Logistics Holdings, L.P. the 2% general partner interest in the partnership for $20 and (ii) to Holly Corporation the 98% limited partner interest in the partnership for $980 in an offering exempt from registration under Section 4(2) of the Securities Act. There have been no other sales of unregistered securities within the past three years.

II-1


 

 
Item 16. Exhibits

The following documents are filed as exhibits to this registration statement:

             
Exhibit
Number Description


  1 .1**     Form of Underwriting Agreement
  3 .1**     Certificate of Limited Partnership of Holly Energy Partners, L.P.
  3 .2**     Form of First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. (included as Appendix A to the Prospectus)
  3 .3**     Certificate of Limited Partnership of HEP Operating Company, L.P.
  3 .4**     Form of First Amended and Restated Agreement of Limited Partnership of HEP Operating Company, L.P.
  3 .5**     Certificate of Limited Partnership of HEP Logistics Holdings, L.P.
  3 .6**     Form of First Amended and Restated Agreement of Limited Partnership of HEP Logistics Holdings, L.P.
  3 .7**     Certificate of Formation of Holly Logistic Services, L.L.C.
  3 .8**     Form of First Amended and Restated Limited Liability Company Agreement of Holly Logistic Services, L.L.C.
  3 .9**     Certificate of Formation of HEP Logistics GP, L.L.C.
  3 .10**     Form of First Amended and Restated Limited Liability Company Agreement of HEP Logistics GP, L.L.C.
  5 .1**     Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
  8 .1**     Opinion of Vinson & Elkins L.L.P. relating to tax matters
  10 .1*     Form of Credit Agreement
  10 .2**     Form of Contribution, Conveyance and Assumption Agreement
  10 .3**     Form of Holly Logistic Services, L.L.C. Long-Term Incentive Plan
  10 .4**     Form of Omnibus Agreement
  10 .5**     Form of Pipelines and Terminals Agreement
  10 .6**     Form of Holly Logistic Services, L.L.C. Annual Incentive Plan
  10 .7**     Pipeline Lease Agreement, dated February 21, 1997 between Navajo Pipeline Co. and Petrofina Pipeline Company
  10 .8**     Pipeline Lease Agreement, dated March 11, 1996, between Mid-America Pipeline Company and Navajo Pipeline Company
  10 .9**     Transportation Agreement, dated November 21, 1995, between Rio Grande Pipeline Company, Amoco Rio Grande Pipeline Company, Juarez Pipeline Company, Navajo Southern, Inc., Mid-America Pipeline Company and PMI Trading Limited
  21 .1**     List of Subsidiaries of Holly Energy Partners, L.P.
  23 .1**     Consent of Ernst & Young LLP
  23 .2**     Consent of Ernst & Young LLP
  23 .3**     Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
  23 .4**     Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)
  24 .1**     Powers of Attorney

II-2


 

             
Exhibit
Number Description


  99 .1**     Consent of Charles M. Darling, IV
  99 .2**     Consent of Jerry W. Pinkerton
  99 .3**     Consent of William P. Stengel


  Filed herewith.

**  Previously filed.
 
Item 17. Undertakings

       The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

       Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction of the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

         (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
 
         (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3


 

SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement (No. 333-113588) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on June 25, 2004.

  HOLLY ENERGY PARTNERS, L.P.

  By:  HEP LOGISTICS HOLDINGS, L.P.
  its General Partner

  By:  HOLLY LOGISTIC SERVICES, L.L.C.
  its General Partner

  By:  /s/ MATTHEW P. CLIFTON
 
  Matthew P. Clifton
  Chairman of the Board
  and Chief Executive Officer

       Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement (No. 333-113588) has been signed below by the following persons in the capacities indicated on June 25, 2004.

         
Signature Title


 
/s/ MATTHEW P. CLIFTON

Matthew P. Clifton
  Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
 
/s/ STEPHEN J. MCDONNELL

Stephen J. McDonnell
  Vice President and Chief Financial Officer (Principal Financial Officer)
 
/s/ SCOTT C. SURPLUS

Scott C. Surplus
  Vice President and Controller (Principal Accounting Officer)
 
*

Lamar Norsworthy
  Director
 
By:   /s/ MATTHEW P. CLIFTON

Matthew P. Clifton
Attorney-in-Fact
   

II-4


 

EXHIBIT INDEX

             
Exhibit
Number Description


  1 .1**     Form of Underwriting Agreement
  3 .1**     Certificate of Limited Partnership of Holly Energy Partners, L.P.
  3 .2**     Form of First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. (included as Appendix A to the Prospectus)
  3 .3**     Certificate of Limited Partnership of HEP Operating Company, L.P.
  3 .4**     Form of First Amended and Restated Agreement of Limited Partnership of HEP Operating Company, L.P.
  3 .5**     Certificate of Limited Partnership of HEP Logistics Holdings, L.P.
  3 .6**     Form of First Amended and Restated Agreement of Limited Partnership of HEP Logistics Holdings, L.P.
  3 .7**     Certificate of Formation of Holly Logistic Services, L.L.C.
  3 .8**     Form of First Amended and Restated Limited Liability Company Agreement of Holly Logistic Services, L.L.C.
  3 .9**     Certificate of Formation of HEP Logistics GP, L.L.C.
  3 .10**     Form of First Amended and Restated Limited Liability Company Agreement of HEP Logistics GP, L.L.C.
  5 .1**     Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
  8 .1**     Opinion of Vinson & Elkins L.L.P. relating to tax matters
  10 .1*     Form of Credit Agreement
  10 .2**     Form of Contribution, Conveyance and Assumption Agreement
  10 .3**     Form of Holly Logistic Services, L.L.C. Long-Term Incentive Plan
  10 .4**     Form of Omnibus Agreement
  10 .5**     Form of Pipelines and Terminals Agreement
  10 .6**     Form of Holly Logistic Services, L.L.C. Annual Incentive Plan
  10 .7**     Pipeline Lease Agreement, dated February 21, 1997 between Navajo Pipeline Co. and Petrofina Pipeline Company
  10 .8**     Pipeline Lease Agreement, dated March 11, 1996, between Mid-America Pipeline Company and Navajo Pipeline Company
  10 .9**     Transportation Agreement, dated November 21, 1995, between Rio Grande Pipeline Company, Amoco Rio Grande Pipeline Company, Juarez Pipeline Company, Navajo Southern, Inc., Mid-America Pipeline Company and PMI Trading Limited
  21 .1**     List of Subsidiaries of Holly Energy Partners, L.P.
  23 .1**     Consent of Ernst & Young LLP
  23 .2**     Consent of Ernst & Young LLP
  23 .3**     Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
  23 .4**     Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)
  24 .1**     Powers of Attorney
  99 .1**     Consent of Charles M. Darling, IV
  99 .2**     Consent of Jerry W. Pinkerton
  99 .3**     Consent of William P. Stengel


  Filed herewith.

  **  Previously filed.
<PAGE>

                                                                    EXHIBIT 10.1

                                  $100,000,000

                                CREDIT AGREEMENT

                          Dated as of [ _______, 2004]

                                      among

                          HEP OPERATING COMPANY, L.P.,

                                  as Borrower,

                           THE FINANCIAL INSTITUTIONS
                         PARTY TO THIS CREDIT AGREEMENT

                                    as Banks,

                         UNION BANK OF CALIFORNIA, N. A.

                           as Administrative Agent and
                               Sole Lead Arranger,

                                       and

                   [__________________], as Syndication Agent

                  [__________________], as Documentation Agent


<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                              PAGE
<S>                                                                                           <C>
ARTICLE I             DEFINITIONS AND ACCOUNTING TERMS......................................    1

         Section 1.01.         Certain Defined Terms........................................    1

         Section 1.02.         Computation of Time Periods..................................   20

         Section 1.03.         Accounting Terms; Changes in GAAP............................   20

         Section 1.04.         Types of Advances and Borrowings.............................   20

         Section 1.05.         Miscellaneous................................................   20

ARTICLE II            CREDIT FACILITIES.....................................................   20

         Section 2.01.         Making the Advances..........................................   20

         Section 2.02.         Method of Borrowing..........................................   21

         Section 2.03.         Reduction of the Commitments.................................   23

         Section 2.04.         Prepayment of Advances.......................................   24

         Section 2.05.         Repayment of Advances........................................   25

         Section 2.06.         Fees.........................................................   25

         Section 2.07.         Interest.....................................................   26

         Section 2.08.         Payments and Computations....................................   27

         Section 2.09.         Sharing of Payments, Etc.....................................   28

         Section 2.10.         Breakage Costs...............................................   29

         Section 2.11.         Increased Costs..............................................   29

         Section 2.12.         Taxes........................................................   30

         Section 2.13.         Letters of Credit............................................   32

         Section 2.14.         Commitment Increase..........................................   35

         Section 2.15.         Replacement of Banks.........................................   36

ARTICLE III           CONDITIONS OF LENDING.................................................   37

         Section 3.01.         Conditions Precedent to Initial
 Advances.....................   37

         Section 3.02.         Conditions Precedent to All Borrowings.......................   41

ARTICLE IV            REPRESENTATIONS AND WARRANTIES........................................   41

         Section 4.01.         Existence; Power; Subsidiaries...............................   41

         Section 4.02.         Authorization................................................   42

         Section 4.03.         Governmental Approvals; Third Party Consents.................   42

         Section 4.04.         Enforceable Obligations......................................   43
</TABLE>


                                      -i-


<PAGE>

                                TABLE OF CONTENTS
                                   (continued)


<TABLE>
<CAPTION>
                                                                                              PAGE
<S>                                                                                           <C>
         Section 4.05.         Financial Statements.........................................   43

         Section 4.06.         True and Complete Disclosure.................................   43

         Section 4.07.         Litigation...................................................   43

         Section 4.08.         Use of Proceeds..............................................   44

         Section 4.09.         Investment Company Act.......................................   44

         Section 4.10.         Public Utility Holding Company Act...........................   44

         Section 4.11.         Taxes........................................................   44

         Section 4.12.         Pension Plans; ERISA.........................................   45

         Section 4.13.         Insurance....................................................   45

         Section 4.14.         No Burdensome Restrictions; No Defaults......................   45

         Section 4.15.         Environmental Condition......................................   45

         Section 4.16.         Permits, Licenses, etc.......................................   46

         Section 4.17.         Security Interests...........................................   46

         Section 4.18.         Title, Etc...................................................   47

         Section 4.19.         State and Federal Regulation.................................   49

         Section 4.20.         FERC.........................................................   49

         Section 4.21.         Title to Refined Products....................................   50

         Section 4.22.         Employee Matters.............................................   50

         Section 4.23.         Ownership....................................................   50

         Section 4.24.         Solvency.....................................................   50

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

         Section 5.01.         Compliance with Laws, Etc....................................   51

         Section 5.02.         Maintenance of Insurance.....................................   51

         Section 5.03.         Preservation of Existence, Etc...............................   53

         Section 5.04.         Payment of Taxes, Etc........................................   53

         Section 5.05.         Books and Records; Visitation Rights.........................   53

         Section 5.06.         Reporting Requirements.......................................   53

         Section 5.07.         Maintenance of Property......................................   56

         Section 5.08.         Maintenance of Pipeline Systems and Terminals................   56

         Section 5.09.         State Regulatory Authority...................................   57

         Section 5.10.         Additional Subsidiaries......................................   57
</TABLE>


                                      -ii-


<PAGE>

                                TABLE OF CONTENTS
                                   (continued)


<TABLE>
<CAPTION>
                                                                                              PAGE
<S>                                                                                           <C>
         Section 5.11.         Agreement to Pledge..........................................   58

         Section 5.12.         Environmental Remediation and Indemnification................   58

         Section 5.13.         Use of Proceeds..............................................   59

         Section 5.14.         Further Assurances...........................................   59

         Section 5.15.         Trigger Event................................................   60

ARTICLE VI            NEGATIVE COVENANTS....................................................   61

         Section 6.01.         Liens, Etc...................................................   61

         Section 6.02.         Debts, Guaranties and Other Obligations......................   62

         Section 6.03.         Agreements Restricting Liens.................................   63

         Section 6.04.         Merger or Consolidation; Asset Sales; Acquisitions...........   63

         Section 6.05.         Restricted Payments..........................................   64

         Section 6.06.         Investments..................................................   64

         Section 6.07.         Affiliate Transactions.......................................   64

         Section 6.08.         Other Businesses.............................................   65

         Section 6.09.         Amendment of Material Agreements.............................   65

         Section 6.10.         Leverage Ratio...............................................   65

         Section 6.11.         Interest Coverage Ratio......................................   65

         Section 6.12.         Tangible Net Worth...........................................   65

         Section 6.13.         Compliance with ERISA........................................   65

         Section 6.14.         Restricted Subsidiary........................................   66

         Section 6.15.         Navajo Southern..............................................   67

ARTICLE VII           REMEDIES..............................................................   67

         Section 7.01.         Events of Default............................................   67

         Section 7.02.         Optional Acceleration of Maturity............................   69

         Section 7.03.         Automatic Acceleration of Maturity...........................   70

         Section 7.04.         Non-exclusivity of Remedies..................................   70

         Section 7.05.         Right of Set-off.............................................   70

         Section 7.06.         Application of Collateral....................................   71

ARTICLE VIII          THE ADMINISTRATIVE AGENT AND THE ISSUING BANKS........................   71

         Section 8.01.         Authorization and Action.....................................   71

         Section 8.02.         Administrative Agent's Reliance, Etc.........................   71
</TABLE>


                                     -iii-


<PAGE>

                                TABLE OF CONTENTS
                                   (continued)


<TABLE>
<CAPTION>
                                                                                              PAGE
<S>                                                                                           <C>
         Section 8.03.         The Administrative Agent and Its Affiliates..................   72

         Section 8.04.         Bank Credit Decision.........................................   72

         Section 8.05.         Indemnification..............................................   72

         Section 8.06.         Successor Administrative Agent and Issuing Bank..............   73

         Section 8.07.         Syndication Agent............................................   74

         Section 8.08.         Borrower Reliance............................................   74

         Section 8.09.         Collateral Matters...........................................   74

ARTICLE IX            MISCELLANEOUS.........................................................   74

         Section 9.01.         Amendments, Etc..............................................   74

         Section 9.02.         Notices, Etc.................................................   75

         Section 9.03.         No Waiver; Remedies..........................................   75

         Section 9.04.         Costs and Expenses...........................................   75

         Section 9.05.         Binding Effect...............................................   76

         Section 9.06.         Bank Assignments and Participations..........................   76

         Section 9.07.         Indemnification..............................................   78

         Section 9.08.         Execution in Counterparts....................................   78

         Section 9.09.         Survival of Representations, etc.............................   79

         Section 9.10.         Severability.................................................   79

         Section 9.11.         Business Loans...............................................   79

         Section 9.12.         Usury Not Intended...........................................   79

         Section 9.13.         Waiver of Jury; Consent to Jurisdiction......................   80

         Section 9.14.         Claims Subject to Judicial Reference; Selection of Referee...   80

         Section 9.15.         Governing Law................................................   81

         Section 9.16.         Credit Documents.............................................   81

         Section 9.17.         Express Negligence Rule......................................   81

         Section 9.18.         Statute of Frauds............................................   81
</TABLE>


                                      -iv-


<PAGE>

EXHIBITS:

Exhibit A        -        Form of Assignment and Acceptance
Exhibit B        -        Form of BP Consent
Exhibit C        -        Form of Commitment Increase Agreement
Exhibit D        -        Form of Compliance Certificate
Exhibit E        -        Form of Guaranty
Exhibit F        -        Form of Mortgage
Exhibit G        -        Form of New Bank Agreement
Exhibit H        -        Form of Note
Exhibit I        -        Form of Notice of Borrowing
Exhibit J        -        Form of Notice of Conversion or Continuation
Exhibit K        -        Form of Pledge Agreement
Exhibit L        -        Form of Security Agreement

SCHEDULES:

Schedule 1.01(a)  -        Commitments and Notice Addresses
Schedule 1.01(b)  -        Applicable Lending Offices
Schedule 1.01(c)  -        Excluded Property
Schedule 1.01(d)  -        Guarantors
Schedule 4.01     -        Subsidiaries
Schedule 4.07     -        Litigation
Schedule 4.14     -        Defaults
Schedule 4.19(a)  -        Complaints - Borrower Interstate Pipelines
Schedule 4.19(b)  -        Complaints - Texas Intrastate Pipelines
Schedule 6.02     -        Existing Debt
Schedule 6.07     -        Affiliate Transactions
Schedule 6.14     -        Existing Rio Grande Investments


<PAGE>

                                CREDIT AGREEMENT

      THIS CREDIT AGREEMENT dated as of [_______, 2004] is among HEP OPERATING
COMPANY, L.P., a Delaware limited partnership (the "Borrower"), the Banks (as
defined below), UNION BANK OF CALIFORNIA, N.A. ("UBOC"), as Administrative Agent
for the Banks and Sole Lead Arranger.

      The Borrower, the Banks, the Administrative Agent, the Sole Lead Arranger,
and the Syndication Agent agree as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      Section 1.01 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (unless otherwise indicated,
such meanings to be equally applicable to both the singular and plural forms of
the terms defined):

      "Acceptable Security Interest" in any Property means a Lien which (a)
exists in favor of the Administrative Agent for its benefit and the ratable
benefit of the Banks, (b) is superior to all other Liens, except Permitted
Liens, (c) secures the Obligations, and (d) is perfected and enforceable.

      "Acceptable Survey" means an "as-built" survey (a) reasonably acceptable
to the Administrative Agent, (b) prepared in accordance with the "Minimum
Standard Detail Requirements and Classifications for ALTA/ACSM Land Title
Surveys" as adopted by the American Land Title Association and the American
Congress on Surveying and Mapping in 1999, depicting such items from the Table A
thereto as may be requested by the Administrative Agent, and (c) certified to
the Administrative Agent and the Banks bearing a form of certification
reasonably acceptable to the Administrative Agent.

      "Acceptable Title Commitment" means a written commitment to insure the
Borrower's or the applicable Borrower's Subsidiary's title to and ownership of,
and the Administrative Agent's Acceptable Security Interest in, the property
described therein in an amount reasonably acceptable to the Administrative Agent
and which: (a) is from a title insurance company acceptable to the
Administrative Agent in its sole reasonable discretion, (b) includes a search of
title to all lands contiguous to the property, (c) sets out such title insurance
company's commitment to insure all rights appurtenant to the property arising in
instruments benefiting the property, (d) commits to issue an ALTA extended
coverage mortgagee's (lender's) policy in the 1970/1984 form, if available, and
(e) commits to issue such endorsements for the benefit of the Administrative
Agent and the Banks as the Administrative Agent may reasonably request.

      "Accounts" means the unpaid portion of the obligations to the Borrower and
its Subsidiaries of customers of the Borrower and its Subsidiaries to pay for
goods sold and shipped or services rendered (net of commissions to agents).


<PAGE>

      "Acquisition" means the direct or indirect purchase or acquisition,
whether in one or more related transactions, of (a) any Person or group of
Persons or (b) any assets, liabilities, or securities of any Person or group of
Persons.

      "Adjusted Reference Rate" means, for any day, the fluctuating rate per
annum of interest equal to the greater of (a) the Reference Rate in effect on
such day and (b) the Federal Funds Rate in effect on such day plus one half
percent (0.5%).

      "Administrative Agent" means Union Bank of California, N.A., in its
capacity as an agent pursuant to Article VIII and any successor agent pursuant
to Section 8.06.

      "Administrative Agent's Fee Letter" has the meaning specified in Section
2.06(b).

      "Advance" means an advance by a Bank to the Borrower under such Bank's
Commitment pursuant to Section 2.01(a) as part of a Borrowing and refers to a
Reference Rate Advance or a Eurodollar Rate Advance.

      "Affiliate" means, as to any Person, any other Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person or any Subsidiary of such Person. The
term "control" (including the terms "controlled by" or "under common control
with") means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through
ownership of Voting Securities, by contract or otherwise.

      "Agents" means the Administrative Agent and the Syndication Agent.

      "Agreement" means this Credit Agreement dated as of [_____, 2004] among
the Borrower, the Banks and the Administrative Agent, as it may be amended,
modified, restated, renewed, extended, increased or supplemented from
time-to-time.

      "Applicable Lending Office" means, with respect to each Bank, such Bank's
Domestic Lending Office in the case of a Reference Rate Advance and such Bank's
Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

      "Applicable Margin" means, as of any date of determination, the following
percentages determined as a function of the Borrower's Leverage Ratio:


<TABLE>
<CAPTION>
                           Eurodollar Rate        Reference Rate        Commitment      Letter of Credit
  Leverage Ratio              Advances              Advances               Fees              Fees
-----------------          ---------------        --------------        ----------      ----------------
<S>                        <C>                    <C>                   <C>             <C>
      > 2.50                   2.25%                 1.00%                0.50%              2.25%
> 2.00 and < or = 2.50         2.00%                 0.75%                0.50%              2.00%
> 1.25 and < or = 2.00         1.75%                 0.50%               0.375%              1.75%
      < or = 1.25              1.50%                 0.25%               0.375%              1.50%
</TABLE>


                                      -2-


<PAGE>

For purposes of determining the Applicable Margin, the Leverage Ratio (a) shall
be deemed to be less than or equal to 1.25 for the period from the date of this
Agreement through the date financial statements are delivered pursuant to
Section 5.06(b) for the fiscal quarter ending September 30, 2004, and (b) shall
thereafter be determined from the financial statements of the Borrower and its
Subsidiaries most recently delivered pursuant to Section 5.06(b) or Section
5.06(c) and certified to by a Responsible Officer in accordance with such
Sections. Any change in the Applicable Margin shall be effective the day after
the date of delivery of the financial statements pursuant to Section 5.06(b) or
Section 5.06(c), as the case may be, and receipt by the Administrative Agent of
the Compliance Certificate required by such Sections. If the Borrower fails to
deliver any financial statements within the times specified in Section 5.06(b)
or 5.06(c), as the case may be, such ratio shall be deemed to be greater than
2.50 from the day after the date such financial statements should have been
delivered until the Borrower delivers such financial statements to the
Administrative Agent and the Banks.

      "Approved Consultant's Report" means a report by Barnes & Click, Inc.,
Purvin & Gertz, Inc., Oil & Gas Advisors, Inc., or another consultant selected
by the Borrower and reasonably acceptable to the Administrative Agent and the
Majority Banks confirming that the assumptions used by the Borrower in the
adjustment of EBITDA in connection with any Acquisition are reasonable.

      "Assignment and Acceptance" means an assignment and acceptance entered
into by a Bank and an Eligible Assignee, and accepted by the Administrative
Agent, in substantially the form of the attached Exhibit A or any other form
approved by the Administrative Agent.

      "Available Cash " means, for any fiscal quarter ending prior to the Final
Maturity Date, (a) the sum of (i) all cash and cash equivalents of the Borrower
on hand at the end of such fiscal quarter and (ii) all additional cash and cash
equivalents of the Borrower on hand on the date of determination of Available
Cash with respect to such quarter resulting from Working Capital Borrowings made
subsequent to the end of such quarter less (b) the amount of any cash reserves
that is necessary or appropriate in the reasonable discretion of the General
Partner to (i) provide for the proper conduct of the Business (including
reserves for future capital expenditures and for anticipated future credit needs
of the Borrower), (ii) comply with applicable Legal Requirements and this
Agreement, any other Credit Document, or any other loan agreement, security
agreement, mortgage, debt instrument, or other agreement or obligation to which
the Borrower or any of the Borrower's Subsidiaries is a party, by which the
Borrower or any of the Borrower's Subsidiaries is bound, or to which the
Property of the Borrower or any of the Borrower's Subsidiaries is subject, or
(iii) provide funds for distributions under Sections 6.4 or 6.5 of the
Partnership Agreement in respect of any one or more of the next four fiscal
quarters; provided, however, that the General Partner may not establish cash
reserves pursuant to clause (b)(iii) of this definition if the effect of such
reserves would be that the Limited Partner is unable to distribute the Minimum
Quarterly Distribution (as defined in the MLP Partnership Agreement) on all
Common Units, plus any Cumulative Common Unit Arrearage (as defined in the MLP
Partnership Agreement) on all Common Units with respect to such fiscal quarter;
and provided, further, that disbursements made by the Borrower or any of the
Borrower's Subsidiaries or cash reserves established, increased, or reduced
after the end of such fiscal quarter but on or before the date of determination
of Available Cash with respect to such fiscal quarter shall be deemed to

                                      -3-


<PAGE>

have been made, established, increased, or reduced, for purposes of determining
Available Cash, within such fiscal quarter if the General Partner so determines.

      "Banks" means the lenders listed on the signature pages of this Agreement
and each Eligible Assignee that shall become a party to this Agreement pursuant
to Section 9.06.

      "Borrower" means HEP Operating Company, L.P., a Delaware limited
partnership.

      "Borrower Financial Statements" means, collectively, the Financial
Statements and the Interim Financial Statements.

      "Borrower Interstate Pipelines" has the meaning set forth in Section
4.19(a).

      "Borrower Partnership Agreement" means that certain First Amended and
Restated Agreement of Limited Partnership of the Borrower dated as of April 16,
2004 among the Limited Partner and the General Partner, as amended by ________
and as the same may be further amended, modified or supplemented in accordance
with the terms of Section 6.09.

      "Borrowing" means a borrowing consisting of Advances made on the same day
by one or more Banks pursuant to Section 2.01(a), continued by one or more Banks
pursuant to Section 2.02(b), or Converted by one or more Banks to Advances of a
different Type pursuant to Section 2.02(b).

      "BP Consent" means a written consent and agreement executed by Amoco Rio
Grande Pipeline Company, Navajo Pipeline Co., L.P., Navajo Southern, and the
Administrative Agent in substantially the form of the attached Exhibit B.

      "Business" means the ownership and operation of pipelines and terminals
for the transportation and distribution of petroleum and petroleum products.

      "Business Day" means a day of the year on which banks are not required or
authorized to close in New York City, Dallas, Texas, and Los Angeles,
California; provided, that when used in connection with a Eurodollar Rate
Advance, 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 Leases" means, as applied to any Person, any lease of any
Property by such Person as lessee which would, in accordance with GAAP, be
required to be classified and accounted for as a capital lease on the balance
sheet of such Person.

      "Cash Collateral Account" means a special interest bearing cash collateral
account pledged by the Borrower to the Administrative Agent for its benefit and
the ratable benefit of the Banks containing cash deposited pursuant to Sections
2.04(b), 7.02(b), or 7.03(b) to be maintained at the Administrative Agent's
office in accordance with Section 2.13(g) and bear interest or be invested in
the Administrative Agent's reasonable discretion.

      "CERCLA" means the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended, state and local analogs, and all rules and
regulations and requirements thereunder in each case as now or hereafter in
effect.

                                      -4-


<PAGE>

      "Change of Control" means any of the following events or conditions: (a)
the General Partner is no longer the sole general partner of the Borrower, (b)
the Limited Partner is no longer the sole owner of all of the membership
interests in the General Partner, (c) the Limited Partner is no longer the sole
limited partner of the Borrower, (d) HEP Logistics Holdings is no longer the
sole general partner of the Limited Partner, (e) the Parent no longer owns,
directly or indirectly, at least 80% of limited partnership interests of HEP
Logistics Holdings or, (f) Holly Logistic Services is no longer the sole general
partner of HEP Logistics Holdings, (g) Parent no longer owns, directly or
indirectly, at least 80% of the membership interests in Holly Logistics
Services, or (h) a "Change of Control" as defined in the credit agreement
governing the Parent Credit Facility (as such credit agreement is in effect on
the date of this Agreement) shall have occurred.

      "Closing Distribution" means the $25,000,000 distribution from the
Borrower to its Partners on the date of the initial Borrowing under this
Agreement, which amount shall be subsequently distributed through a series of
transactions to the Parent.

      "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute.

      "Collateral" means all Collateral as defined in each of the Security
Agreements, the Pledge Agreements and in each of the Mortgages.

      "Commitment Increase Agreement" means a Commitment Increase Agreement,
substantially in the form of Exhibit C attached hereto, among the Borrower, the
Administrative Agent, and a Bank, pursuant to which such Bank agrees to increase
its Commitment as described in Section 2.14 of this Agreement.

      "Commitments" means, for any Bank, the amount set forth opposite such
Bank's name on Schedule 1.01(a) as its Commitment, or, if such Bank has entered
into any Assignment and Acceptance, the amount set forth for such Bank as its
Commitment in the Register maintained by the Administrative Agent pursuant to
Section 9.06(c), as such amount may be reduced or terminated pursuant to Section
2.03 or Article VII of this Agreement.

      "Common Units" means the common units and subordinated units representing
limited partner interests in the Limited Partner.

      "Compliance Certificate" means a compliance certificate in substantially
the form of the attached Exhibit D signed by a Responsible Officer.

      "Consolidated" refers to the consolidation of the accounts of the Borrower
and its Subsidiaries in accordance with GAAP, including, when used in reference
to the Borrower, principles of consolidation consistent with those applied in
the preparation of the Financial Statements.

      "Contribution Agreement" means the Contribution, Conveyance and Assumption
Agreement among the Parent, the Borrower, the Limited Partner, the General
Partner, Holly Logistic Services, HEP Logistics Holdings, Navajo Pipeline Co.,
L.P., a Delaware limited partnership, HEP Mountain Home LLC, a Delaware limited
liability company, Navajo Refining Company, L.P., a Delaware limited
partnership, HEP Refining LLC, a Delaware limited liability

                                      -5-


<PAGE>

company, HEP Refining GP, LLC, a Delaware limited liability company, HEP
Refining Assets LP, a Delaware limited partnership, HEP Pipeline LLC, a Delaware
limited liability company, HEP Pipeline GP LLC, a Delaware limited liability
company, HEP Pipeline Assets Limited Partnership, a Delaware limited
partnership, Woods Cross Refining Company, L.L.C., a Delaware limited liability
company, HEP Woods Cross LLC, a Delaware limited liability company, Navajo
Southern, and HEP Navajo Southern LP., a Delaware limited partnership, as the
same may be amended, modified or supplemented from time to time in accordance
with Section 6.09.

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

      "Convert," "Conversion," and "Converted" each refers to a conversion of
Advances of one Type into Advances of another Type pursuant to Section 2.02(b).

      "Credit Documents" means, collectively, this Agreement, the Notes, the
Security Documents, the Guaranties, the Letter of Credit Documents, any Interest
Rate Contract with a Bank, the Administrative Agent's Fee Letter and each other
agreement, instrument or document executed at any time in connection with the
foregoing documents, as each such Credit Document may be amended, modified or
supplemented from time-to-time.

      "Debt," for any Person, means, without duplication,

            (a) indebtedness of such Person for borrowed money;

            (b) obligations of such Person evidenced by bonds, debentures, notes
      or other similar instruments;

            (c) obligations of such Person to pay the deferred purchase price of
      Property or services (other than trade payables which are not more than
      ninety days past due, except for any such trade payables which are being
      contested in good faith and by appropriate proceedings);

            (d) all indebtedness created or arising under any conditional-sale
      or other title-retention agreement with respect to property acquired by
      such Person (even though the rights and remedies of the seller or lender
      under such agreement in the event of default are limited to repossession
      or sale of such property);

            (e) obligations of such Person as lessee under Capital Leases;

            (f) obligations of such Person under any Interest Rate Contract;

            (g) obligations of such Person in respect of letters of credit,
      acceptance facilities, drafts or similar instruments issued or accepted by
      banks and other financial institutions for the account of such Person;

                                      -6-


<PAGE>

            (h) obligations of such Person under direct or indirect guaranties
      in respect of, and obligations (contingent or otherwise) of such Person to
      purchase or otherwise acquire, or otherwise to assure a creditor against
      loss in respect of, another's indebtedness or obligations of the kinds
      referred to in clauses (a) through (g) above; and

            (i) another's indebtedness or obligations of the kinds referred to
      in clauses (a) through (h) secured by any Lien on or in respect of any
      Property of such Person.

      "Default" means (a) an Event of Default or (b) any event or condition
which with notice or lapse of time or both would, unless cured or waived, become
an Event of Default.

      "Distribution Payments" means any cash distribution or dividend by the
Borrower to the Limited Partner on, or in respect of any retirement, purchase,
redemption, or other acquisition of, any Equity Interests.

      "Dollars" and "$" means lawful money of the United States of America.

      "Domestic Lending Office" means, with respect to any Bank, the office of
such Bank specified as its "Domestic Lending Office" opposite its name on
Schedule 1.01(b) or such other office of such Bank as such Bank may from time to
time specify to the Borrower and the Administrative Agent.

      "EBITDA" means, for the Borrower and its Subsidiaries on a Consolidated
basis for any period, (a) Net Income for such period plus (b) to the extent
deducted in determining Net Income, Interest Expense, taxes, depreciation,
amortization and other noncash items for such period. If during any period the
Borrower or any of its Subsidiaries acquires any Person (or any interest in any
Person) or all or any portion of the assets of any Person, the EBITDA
attributable to such assets or an amount equal to the percentage of ownership of
the Borrower or any of its Subsidiaries in such Person times the EBITDA of such
Person, for such period on a pro forma basis determined in good faith by the
Borrower based on reasonable assumptions may be included as EBITDA for such
period, if on the date of such Acquisition such Person, or the entity acquiring
such assets, as the case may be, is a Subsidiary; provided however, that if the
amount of EBITDA attributable to such assets or an amount equal to the
percentage of ownership of the Borrower or any of its Subsidiaries in such
Person times the EBITDA of such Person exceeds twenty percent (20%) of the
EBITDA for the Borrower and its Subsidiaries on a Consolidated basis prior to
such adjustment, then the pro forma EBITDA attributable to such assets or an
amount equal to the percentage of ownership of the Borrower or any of its
Subsidiaries in such Person times the EBITDA of such Person shall be supported
by an Approved Consultant's Report; provided further that, the results of
operations of all Persons in which the Borrower or any of its Subsidiaries owns
less than all of the Equity Interests of such Person (including the Restricted
Subsidiary) shall only be included in EBITDA to the extent that the Borrower or
any other wholly-owned Subsidiary of the Borrower actually receives cash
distributions in respect of its ownership interests in such Person during such
period for which EBITDA is being calculated.

      "Eligible Assignee" means any commercial bank or other financial
institution approved by the Administrative Agent and, if no Default or Event of
Default shall have occurred and be

                                      -7-


<PAGE>

continuing, the Borrower, which approval in each case shall not be unreasonably
withheld or delayed.

      "Energy Policy Act" means the Energy Policy Act of 1992, Pub.L. No.
102-486, 106 Stat. 2776 (codified as amended in scattered sections of 15, 16,
25, 20, 42 U.S.C.).

      "Environment" shall have the meanings set forth in CERCLA.

      "Environmental Claim" means any third party (including any Governmental
Authority) action, lawsuit, claim, demand, or proceeding, order, decree, consent
agreement or written notice of potential or actual responsibility or violation
which seeks to impose liability under any Environmental Law.

      "Environmental Law" means all Legal Requirements arising from, relating
to, or in connection with the Environment, including without limitation CERCLA,
or relating to: (a) pollution, contamination, injury, destruction, loss,
protection, cleanup, reclamation or restoration of the air, surface water,
groundwater, land surface or subsurface strata, or other natural resources; (b)
the safety or health (as it relates to exposure to Hazardous Substances) of
employees; or (c) the manufacture, processing, handling, transportation,
distribution in commerce, use, storage or disposal of, or exposure to, Hazardous
Substances.

      "Environmental Permit" means any permit, license, order, approval or other
authorization under Environmental Law.

      "EPA" means the United States Environmental Protection Agency.

      "Equity Issuance" means any issuance of Equity Interests in the Limited
Partner including any Common Units.

      "Equity Interest" means with respect to any Person, any shares, interests,
participation, or other equivalents (however designated) of corporate stock,
membership interests or partnership interests (or any other ownership interests)
of such Person.

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

      "Eurocurrency Liabilities" has the meaning assigned to that term in
Regulation D of the Federal Reserve Board (or any successor), as in effect from
time-to-time.

      "Eurodollar Lending Office" means, with respect to any Bank, the office of
such Bank specified as its "Eurodollar Lending Office" opposite its name on
Schedule 1.01(b) (or, if no such office is specified, its Domestic Lending
Office) or such other office of such Bank as such Bank may from time to time
specify to the Borrower and the Administrative Agent.

      "Eurodollar Rate" means, for the Interest Period for each Eurodollar Rate
Advance comprising the same Borrowing, the interest rate per annum (rounded
upward to the nearest whole multiple of 1/100 of 1% per annum) set forth on the
applicable Telerate Page as the London Interbank Offered Rate, for deposits in
Dollars at 11:00 a.m. (London, England

                                      -8-


<PAGE>

time) two Business Days before the first day of such Interest Period, in an
amount substantially equal to the Administrative Agent's Eurodollar Rate Advance
and for a period equal to such Interest Period; provided that, if no such
quotation appears on the applicable Telerate Page, the Eurodollar Rate shall be
an interest rate per annum equal to the rate per annum at which deposits in
Dollars are offered by the principal office of Union Bank of California, N.A. in
London, England to prime banks in the London interbank market at 11:00 a.m.
(London, England time) two Business Days before the first day of such Interest
Period in an amount substantially equal to the Eurodollar Rate Advance to be
maintained by the Bank that is the Administrative Agent in respect of such
Borrowing and for a period equal to such Interest Period.

      "Eurodollar Rate Advance" means an Advance which bears interest as
provided in Section 2.07(b).

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

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

      "Excluded Property" means the Properties described on Schedule 1.01(c)
attached hereto.

      "Existing Holders" means (a) Lamar Norsworthy, David Norsworthy, Nona
Barrett, Betty Regard, Margaret Simmons and Suzanne Bartolucci, (b) the parents,
spouses, children and other lineal descendents of any Person listed in clause
(a), and (c) any estate or any trust established for the benefit of any one or
more of the Persons described in clauses (a) or (b).

      "Expiration Date" means, with respect to any Letter of Credit, the date on
which such Letter of Credit will expire or terminate in accordance with its
terms.

      "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for any such day on
such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it, with the consent of the Borrower,
which consent shall not be unreasonably withheld.

      "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System or any of its successors.

      "FERC" means the Federal Energy Regulatory Commission or any of its
successors.

                                      -9-


<PAGE>

      "Final Maturity Date" means ____, 2008.

      "Financial Statements" means the unaudited pro forma consolidated balance
sheets of the Limited Partner and its consolidated Subsidiaries for the year
ended December 31, 2003, and the related unaudited pro forma consolidated
statements of income, operations, changes in partners' capital, retained
earnings, and cash flows of the Limited Partner and its consolidated
Subsidiaries for the year then ended, copies of which have been delivered to the
Administrative Agent and the Banks.

      "Funded Debt" of any Person means (a) Debt of such Person as described in
clauses (a), (b), (d) and (e) of the definition of "Debt" in this Section 1.01
and (b) Debt of such Person as described in clauses (h) and (i) of the
definition of "Debt" in this Section 1.01 but only with respect to the
indebtedness referred to in clauses (a), (b), (d) and (e) of such definition.

      "GAAP" means United States generally accepted accounting principles as in
effect from time to time, applied on a basis consistent with the requirements of
Section 1.03.

      "General Partner" means HEP Logistics GP, L.L.C., a Delaware limited
liability company.

      "Governmental Authority" means any foreign governmental authority, the
United States of America, any state of the United States of America and any
subdivision of any of the foregoing, and any agency, department, commission,
board, authority or instrumentality, bureau or court having jurisdiction over
any Bank, the Borrower, any Guarantor or any of their respective Properties.

      "Guarantor" means as of the date of this Agreement, each of the Persons
listed on Schedule 1.01(d), and thereafter, each of the present and future
direct and indirect Subsidiaries of the Borrower other than the Restricted
Subsidiary, and "Guarantors" means all such Guarantors collectively.

      "Guaranty" means each of the Guaranties executed by each Guarantor, in
substantially the form of Exhibit E, as each may be amended from time to time in
accordance with its terms, and "Guaranties" shall mean all such Guaranties
collectively.

      "Hazardous Substance" means the substances identified as such pursuant to
CERCLA and those regulated under any other Environmental Law, including without
limitation pollutants, contaminants, Hydrocarbons, radionuclides, wastes and
radioactive materials.

      "HEP Logistics Holdings" means HEP Logistics Holdings, L.P., a Delaware
limited partnership.

      "Holly Logistic Services" means Holly Logistic Services, L.L.C., a
Delaware limited liability company.

      "Hydrocarbons" means oil, gas, coal seam gas, casinghead gas, drip
gasoline, natural gasoline, condensate, distillate, and all other liquid and
gaseous hydrocarbons produced or to be produced in conjunction therewith from a
well bore and all products, by-products, and other

                                      -10-


<PAGE>

substances derived therefrom or the processing thereof, and all other minerals
and substances produced in conjunction with such substances, including, but not
limited to, sulfur, geothermal steam, water, carbon dioxide, helium, and any and
all minerals, ores, or substances of value and the products and proceeds
therefrom.

      "Interest Coverage Ratio" means, for the Borrower and its Subsidiaries on
a Consolidated basis, as of the end of any fiscal quarter, the ratio of (a)
EBITDA for the four-fiscal quarter period then ended to (b) Interest Expense for
the four-fiscal quarter period then ended; provided that for purposes of this
definition, (i) with respect to the fiscal quarter period ending September 30,
2004, EBITDA shall be measured by multiplying EBITDA for the three-month period
then ended by four and Interest Expense shall be measured by multiplying
Interest Expense for the three-month period then ended by four, (ii) with
respect to the fiscal quarter period ending December 31, 2004, EBITDA shall be
measured by multiplying EBITDA for the two quarters then ended by two and
Interest Expense shall be measured by multiplying Interest Expense for the two
quarters then ended by two, and (iii) with respect to the fiscal quarter ending
March 31, 2005, EBITDA shall be measured by multiplying EBITDA for the three
quarters then ended by 4/3 and Interest Expense shall be measured by multiplying
Interest Expense for the three quarters then ended by 4/3.

      "Interest Expense" means, for the Borrower and its Subsidiaries determined
on a Consolidated basis, for any period, the total interest, letter of credit
fees, and other fees incurred in connection with any Debt for such period,
whether paid or accrued, including, without limitation, all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing, all as determined in conformity with GAAP.

      "Interest Period" means, for each Eurodollar Rate Advance comprising part
of the same Borrowing, the period commencing on the date of such Advance or the
date of the Conversion of any Reference Rate Advance into such an Advance and
ending on the last day of the period selected by the Borrower pursuant to the
provisions below or by Section 2.02 and thereafter, each subsequent period
commencing on the last day of the immediately preceding Interest Period and
ending on the last day of the period selected by the Borrower pursuant to the
provisions below or by Section 2.02. The duration of each such Interest Period
shall be one, two, three, six or, if available, 14 days or nine months, in each
case as the Borrower may, upon notice received by the Administrative Agent not
later than 11:00 a.m. (Dallas, Texas time) on the third Business Day prior to
the first day of such Interest Period, select; provided, however, that:

            (a) whenever the last day of any Interest Period would otherwise
      occur on a day other than a Business Day, the last day of such Interest
      Period shall be extended to occur on the next succeeding Business Day;
      provided that if such extension would cause the last day of such Interest
      Period to occur in the next following calendar month, the last day of such
      Interest Period shall occur on the next preceding Business Day; and

            (b) any Interest Period which begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of the calendar month in which
      it would have ended if there were a numerically corresponding day in such
      calendar month.

                                      -11-


<PAGE>

      "Interest Rate Contract" means an interest rate protection agreement,
interest rate future, interest rate option, interest rate swap, interest rate
cap, collar or other interest rate hedge arrangement, to or under which the
Borrower or any of its Subsidiaries is or becomes a party.

      "Interim Financial Statements" means the unaudited pro forma consolidated
balance sheet of the Limited Partner and its consolidated Subsidiaries dated
March 31, 2004, and the related unaudited pro forma consolidated statements of
income, operations, changes in partners' capital, retained earnings, and cash
flows of the Limited Partner and its consolidated Subsidiaries for the three
months then ended, copies of which have been delivered to the Administrative
Agent and the Banks.

      "Interstate Commerce Act" means the body of law commonly known as the
Interstate Commerce Act, Chapter 104, 24 Stat. 379 (codified as amended in
scattered sections of 49 U.S.C.).

      "Investment" has the meaning set forth in Section 6.06.

      "Issuing Bank" means UBOC, any other Bank that issues a Letter of Credit
hereunder with the consent of the Administrative Agent and any successor issuing
bank pursuant to Section 8.06.

      "Legal Requirement" means any law, statute, ordinance, decree,
requirement, order, judgment, rule, regulation (or official interpretation of
any of the foregoing) of, and the terms of any license or permit issued by, any
Governmental Authority, including, but not limited to, Regulations D, T, U and
X.

      "Letter of Credit" means, individually, any letter of credit issued by an
Issuing Bank which is subject to this Agreement and "Letters of Credit" means
all such letters of credit collectively.

      "Letter of Credit Application" means an Issuing Bank's standard form
letter of credit application for either a commercial or standby letter of
credit, as the case may be, which has been executed by the Borrower and accepted
by the applicable Issuing Bank in connection with the issuance of a Letter of
Credit.

      "Letter of Credit Documents" means all Letters of Credit, Letter of Credit
Applications, and agreements, documents, and instruments entered into in
connection with or relating thereto.

      "Letter of Credit Exposure" means, at any time, the sum of (a) the
aggregate undrawn maximum face amount of each Letter of Credit at such time,
plus (b) the aggregate unpaid amount of all Reimbursement Obligations at such
time.

      "Letter of Credit Obligations" means any obligations of the Borrower under
this Agreement in connection with the Letters of Credit, including the
Reimbursement Obligations.

      "Leverage Ratio" means, for the Borrower and its Subsidiaries on a
Consolidated basis, as of the end of any fiscal quarter, the ratio of (a) Funded
Debt for the Borrower and its Subsidiaries on a Consolidated basis as of the end
of such fiscal quarter to (b) EBITDA for the

                                      -12-


<PAGE>

four-fiscal quarter period then ended; provided that for purposes of this
definition, (i) with respect to the fiscal quarter period ending September 30,
2004, EBITDA shall be measured by multiplying EBITDA for the three-month period
then ended by four, (ii) with respect to the fiscal quarter period ending
December 31, 2004, EBITDA shall be measured by multiplying EBITDA for the two
quarters then ended by two, and (iii) with respect to the fiscal quarter ending
March 31, 2005, EBITDA shall be measured by multiplying EBITDA for the three
quarters then ended by 4/3.

      "Lien" means any mortgage, lien, pledge, charge, deed of trust, security
interest, encumbrance or other type of preferential arrangement to secure or
provide for the payment of any obligation of any Person, whether arising by
contract, operation of law or otherwise (including, without limitation, the
interest of a vendor or lessor under any conditional sale agreement, Capital
Lease or other title retention agreement).

      "Limited Partner" means Holly Energy Partners, L.P., a Delaware limited
partnership.

      "Liquid Investments" means:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States
      maturing within 365 days from the date of any acquisition thereof;

            (b) (i) negotiable or nonnegotiable certificates of deposit, time
      deposits, or other similar banking arrangements maturing within 365 days
      from the date of acquisition thereof ("bank debt securities"), issued by
      (A) any Bank or (B) any other bank or trust company which has primary
      capital of not less than $500,000,000, if at the time of deposit or
      purchase, such bank debt securities are rated not less than "A" (or the
      then equivalent) by the rating service of S&P or of Moody's, and (ii)
      commercial paper issued by (A) any Bank or (B) any other Person if at the
      time of purchase such commercial paper is rated not less than "A-1" (or
      the then equivalent) by the rating service of S&P or not less than "P-1"
      (or the then equivalent) by the rating service of Moody's, or upon the
      discontinuance of both of such services, such other nationally recognized
      rating service or services, as the case may be, as shall be selected by
      the Borrower with the consent of the Administrative Agent;

            (c) repurchase agreements relating to investments described in
      clauses (a) and (b) above with a market value at least equal to the
      consideration paid in connection therewith, with any Person who regularly
      engages in the business of entering into repurchase agreements and has a
      combined capital surplus and undivided profit of not less than
      $500,000,000, if at the time of entering into such agreement the debt
      securities of such Person are rated not less than "A" (or the then
      equivalent) by the rating service of S&P or of Moody's; and

            (d) money market mutual funds that invest solely in any of the
      foregoing.

                                      -13-


<PAGE>

      "Majority Banks" means, at any time, Banks holding at least fifty-one
percent (51%) of the then aggregate unpaid principal amount of the Notes held by
the Banks and the Letter of Credit Exposure of the Banks at such time; provided
that if no such principal amount or Letter of Credit Exposure is then
outstanding, "Majority Banks" shall mean Banks having at least fifty-one percent
(51%) of the aggregate amount of the Commitments at such time.

      "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, financial condition, operations or properties of (i) the
Borrower, the Limited Partner, the General Partner, and their respective
Subsidiaries taken as a whole, or (ii) the Parent and its Subsidiaries (other
than the Limited Partner and its Subsidiaries), taken as a whole, (b) the
ability of the Borrower, the Limited Partner, or the General Partner or any of
their respective Subsidiaries to perform its or their, as applicable,
obligations under this Agreement, the Notes, or any other Credit Document or (c)
the validity or enforceability of any of the Credit Documents or the rights or
remedies of the Banks or the Administrative Agent under any of the Credit
Documents.

      "Material Contracts" means, collectively, (a) the Borrower Partnership
Agreement, the Pipeline and Terminals Agreement, the Omnibus Agreement, and the
Contribution Agreement, and (b) any other material documents, agreements or
instruments related to any of the foregoing (i) to which the Borrower or any of
its Subsidiaries is a party, and (ii) which, if terminated or cancelled, could
reasonably be expected to have a Material Adverse Effect.

      "Maximum Rate" means the maximum nonusurious interest rate under
applicable law.

      "MLP Partnership Agreement" means the First Amended and Restated Agreement
of Limited Partnership of Holly Energy Partners, L.P. dated as of _____, 2004
among _______, as the same may be amended, modified or supplemented from time to
time in accordance with Section 6.09.

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

      "Mortgages" means, collectively, each of the Mortgages, Deeds of Trust,
Security Agreements, and Financing Statements executed by the Borrower or any of
its Subsidiaries in favor of the Administrative Agent for its benefit and the
ratable benefit of the Banks in substantially the form of the attached Exhibit
F, as the same may be amended, modified or supplemented from time-to-time.

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

      "Navajo Refinery" means, collectively, that certain petroleum refinery
located in Artesia, New Mexico and that certain interconnected crude oil and
vacuum distillation and other facilities located in Lovington, New Mexico, each
of which is owned by Navajo Refining Company, L.P., an indirect wholly-owned
subsidiary of Parent.

      "Navajo Southern" means Navajo Southern, Inc., a Delaware corporation, or
its successor in interest,[HEP Navajo Southern, L.P., a Delaware limited
partnership].

                                      -14-


<PAGE>

      "New Bank Agreement" means a New Bank Agreement, substantially in the form
of Exhibit G, among the Borrower, the Administrative Agent, and a new financial
institution making a Commitment pursuant to Section 2.14 of this Agreement.

      "Net Income" means, for any period for which such amount is being
determined, the Consolidated net income of the Borrower and its Subsidiaries, as
determined in accordance with GAAP consistently applied, excluding, however, any
net gain or loss from extraordinary or non-recurring items, including but not
limited to any net gain or loss during such period arising from the sale,
exchange, or other disposition of capital assets other than in the ordinary
course of business.

      "Note" means a promissory note of the Borrower payable to the order of any
Bank, in substantially the form of the attached Exhibit H, evidencing
indebtedness of the Borrower to such Bank resulting from Advances owing to such
Bank.

      "Notice of Borrowing" means a notice of borrowing in substantially the
form of the attached Exhibit I signed by a Responsible Officer.

      "Notice of Conversion or Continuation" means a notice of conversion or
continuation in substantially the form of the attached Exhibit J signed by a
Responsible Officer.

      "Obligations" means (a) the principal, interest, fees, Letter of Credit
commissions, charges, expenses, attorneys' fees and disbursements, indemnities
and any other amounts payable by the Borrower and the Guarantors to the
Administrative Agent and the Banks under the Credit Documents, including without
limitation, the Letter of Credit Obligations and (b) any amount in respect to
any of the foregoing that the Administrative Agent or any Bank, in its sole
discretion, elects to pay or advance on behalf of the Borrower or any Guarantor
after the occurrence and during the continuance of an Event of Default.

      "Omnibus Agreement" means that certain [Omnibus Agreement dated as of
_______, 2004 by and among the Borrower, the Parent, the Limited Partner, the
General Partner, Navajo Pipeline Co., L.P., a Delaware limited partnership,
Holly Logistic Services, and HEP Logistics Holdings], as amended, modified or
supplemented from time to time in accordance with Section 6.09.

      "Parent" means Holly Corporation, a Delaware corporation.

      "Parent Consent" means the Consent and Agreement dated as of _____, 2004
among the Borrower, the Parent, the Limited Partner, the General Partner, Navajo
Pipeline Co., L.P., a Delaware limited partnership, Holly Logistic Services, HEP
Logistics Holdings [list other parties.

      "Parent Credit Facility" means the Credit Agreement dated as of June __,
2004 among the Parent, the financial institutions party thereto, and Bank of
America, N.A., as administrative agent for such financial institutions, as the
same may be amended, modified or supplemented from time to time.

      "Partners" means the General Partner and the Limited Partner.

                                      -15-


<PAGE>

      "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

      "Permitted Liens" has the meaning set forth in Section 6.01.

      "Person" means an individual, partnership, corporation (including a
business trust), limited liability partnership, limited liability company, joint
stock company, trust, unincorporated association, joint venture or other entity,
or a government or any political subdivision or agency thereof or any trustee,
receiver, custodian or similar official.

      "Pipelines and Terminals Agreement" means that certain Pipelines and
Terminals Agreement dated as of _______________, 2004 by and among the Borrower,
the Parent, the Limited Partner, the General Partner, Navajo Refining Co., L.P.,
a Delaware limited partnership, Holly Refining and Marketing Company, a Delaware
corporation, Holly Logistic Services, and HEP Logistics Holdings], as amended,
modified or supplemented in accordance with Section 6.09.

      "Pipeline Systems" means (a) the approximately 780 miles of Refined
Products pipelines located in New Mexico, Texas and Utah that are owned or
leased by Borrower and that are used by Borrower in the Business, (b) the
249-mile Refined Products pipeline owned by the Restricted Subsidiary which is
used in the Business to transport liquid petroleum gases from the western part
of the state of Texas to the border between the state of Texas and Mexico near
El Paso, and (c) any other pipelines owned or leased by the Borrower or any
Subsidiary of the Borrower that are used in the Business.

      "Plan" means an employee benefit plan maintained for employees of the
Borrower or any member of the Controlled Group and covered by Title IV of ERISA
or subject to the minimum funding standards under Section 412 of the Code.

      "Pledge Agreements" means a Pledge Agreement between the Borrower or any
Guarantor and the Administrative Agent in substantially the form of the attached
Exhibit K, as it may be amended, modified or supplemented from time to time, and
"Pledge Agreements" shall mean all such Pledge Agreements collectively.

      "Property" of any Person means any property or assets (whether real,
personal, or mixed, tangible or intangible) of such Person.

      "Pro Rata Share" means, at any time with respect to any Bank with a
Commitment, either (a) the ratio (expressed as a percentage) of such Bank's
Commitment at such time to the aggregate Commitments at such time or (b) if such
Bank's Commitment has been terminated, the ratio (expressed as a percentage) of
such Bank's aggregate outstanding Advances plus such Bank's Letter of Credit
Exposure at such time to the sum of the outstanding Advances plus the Letter of
Credit Exposure of all the Banks at such time.

      "Reference Rate" means a fluctuating interest rate per annum as shall be
in effect from time to time equal to the rate of interest publicly announced by
Union Bank of California, N.A., as its reference rate, whether or not the
Borrower has notice thereof.

                                      -16-


<PAGE>

      "Reference Rate Advances" means an Advance which bears interest as
provided in Section 2.07(a).

      "Refined Products" means gasoline, diesel fuel, jet fuel, liquid petroleum
gases, asphalt and asphalt products, and other refined petroleum products.

      "Register" has the meaning set forth in paragraph (c) of Section 9.06.

      "Registration Statement" means that certain Form S-1 Registration
Statement dated March 15, 2004 and filed with the United States Securities and
Exchange Commission with respect to the Common Units, as amended by Amendment
No. 1 to Form S-1 Registration Statement filed April 26, 2004, by Amendment No.
2 to Form S-1 Registration Statement filed May 25, 2004, by Amendment No. 3 to
Form S-1 Registration Statement filed June 21, 2004, and by ________.

      "Regulations D, T, U, and X" means Regulations D, T, U, and X of the
Federal Reserve Board, as each of the same is from time-to-time in effect, and
all official rulings and interpretations thereunder or thereof.

      "Reimbursement Obligations" means all of the obligations of the Borrower
and the Guarantors to reimburse the Issuing Banks for amounts paid by the
Issuing Banks under Letters of Credit as established by the Letter of Credit
Applications and Section 2.13(d).

      "Release" shall have the meaning set forth in CERCLA or under any other
Environmental Law.

      "Required Banks" means, at any time, Banks holding at least sixty-six and
two thirds percent (66 2/3%) of the then aggregate unpaid principal amount of
the Notes held by the Banks and the Letter of Credit Exposure of the Banks at
such time; provided that if no such principal amount or Letter of Credit
Exposure is then outstanding, "Required Banks" shall mean Banks having at least
sixty-six and two thirds percent (66 2/3%) of the aggregate amount of the
Commitments at such time.

      "Response" shall have the meaning set forth in CERCLA or under any other
Environmental Law.

      "Responsible Officer" means the Chief Executive Officer, President, Chief
Financial Officer, any Senior Vice President, any Vice President, Treasurer or
Assistant Treasurer of the General Partner.

      "Restricted Payment" means (a) the making by the Borrower of any direct or
indirect dividends or other distributions (in cash, Property, or otherwise), on
or in respect of, or any direct or indirect payment of any kind or character in
consideration for or otherwise in connection with any retirement, purchase,
redemption, or other acquisition of, any Equity Interests of the Borrower, other
than dividends payable in the Borrower's Equity Interest or (b) the making by
the Borrower of any principal or interest payments (in cash, Property or
otherwise) on, or redemptions of, any subordinated debt of the Borrower or any
of its Subsidiaries.

                                      -17-


<PAGE>

      "Restricted Subsidiary" means Rio Grande Pipeline Company, a Texas
partnership owned as of the date of this Agreement by Navajo Southern and Amoco
Rio Grande Pipeline Company.

      "Revolver Termination Date" means the earlier of (a) the Final Maturity
Date and (b) the acceleration of the maturity of the Advances and the
termination of the Bank's obligations to provide Advances pursuant to Article
VII.

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

      "SEC" means the United States Securities and Exchange Commission.

      "Security Agreements" means a Security Agreement between the Borrower or
any Guarantor and the Administrative Agent in substantially the form of the
attached Exhibit L, as it may be amended, modified or supplemented from time to
time, and "Security Agreements" shall mean all such Security Agreements
collectively.

      "Security Documents" means, collectively, (a) the Pledge Agreements, (b)
the Security Agreements, (c) the Mortgages, (d) each other agreement, instrument
or document executed at any time in connection with the Pledge Agreements, the
Security Agreements or the Mortgages, and (e) each other agreement, instrument
or document executed at any time in connection with securing the Obligations.

      "State Pipeline Regulatory Agencies" means, collectively, the Railroad
Commission of Texas, the New Mexico Public Regulation Commission, the Idaho
Public Utilities Commission, any similar Governmental Authorities in other
jurisdictions, and any successor Governmental Authorities of any of the
foregoing.

      "Subsidiary" means, with respect to any Person, any other Person, a
majority of whose outstanding Voting Securities is at the time directly or
indirectly owned by such Person, by such Person and one or more Subsidiaries of
such Person or by one or more Subsidiaries of such Person; provided that, for
purposes of compliance with the representations, warranties and covenants of
this Agreement and the other Credit Documents, the Restricted Subsidiary shall
not be considered a Subsidiary of the Borrower.

      "Subordinated Units" means the 7,000,000 subordinated units in the Limited
Partner owned directly or indirectly by the Parent, representing a 49% limited
partner interest in the Limited Partner.

      "Syndication Agent" means [______________].

      "Tangible Net Worth" means for any Person at any time, the total assets of
such Person (other than goodwill and all other intangible assets of such Person)
at such time minus the total liabilities of such Person at such time (it being
understood that for avoidance of doubt, the account entry on the Borrower's
consolidated balance sheet entitled "Transportation Agreement, Net" shall be
treated as an intangible asset).

                                      -18-


<PAGE>

      "Terminals" means, collectively, (a) the five Refined Products terminals
owned in whole or in part by the Borrower that are used in the Business that are
integrated with the Pipeline Systems and are located in and between (i) El Paso,
Texas; (ii) Moriarty, New Mexico; (iii) Bloomfield, New Mexico; (iv)
Albuquerque, New Mexico; and (v) Tucson, Arizona, (b) the three Refined Products
terminals owned in whole or in part by the Borrower that are used in the
Business that serve third-party common carrier pipelines and are located in
Boise and Burley, Idaho and Spokane, Washington, (c) the Refined Products
terminal that is owned by the Borrower and that serves a United States Air Force
Base that is located near Mountain Home, Idaho, (d) the two Refined Products
truck loading racks owned by the Borrower that are used in the Business, one of
which is located within the Navajo Refinery and one of which is located within
the Woods Cross Refinery, and (e) any other terminals and loading racks owned or
leased by the Borrower or any Subsidiary of the Borrower that are used in the
Business.

      "Termination Event" means (a) a Reportable Event described in Section 4043
of ERISA and the regulations issued thereunder (other than a Reportable Event
not subject to the provision for 30-day notice to the PBGC under such
regulations), (b) the withdrawal of the Borrower or any of its Affiliates from a
Plan during a plan year in which it was a "substantial employer" as defined in
Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a
Plan or the treatment of a Plan amendment as a termination under Section 4041 of
ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, or
(e) any other event or condition which constitutes grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Plan.

      "Texas Intrastate Pipelines" has the meaning set forth in Section 4.19(b).

      "Transfer Documents" means, collectively, the Contribution Agreement and
all other material documents, agreements, and instruments executed by the Parent
or the Borrower in connection with the transfer of assets to the Borrower and
its Subsidiaries as described in the Contribution Agreement.

      "Trigger Event" has the meaning set forth in Section 5.15.

      "Type" has the meaning set forth in Section 1.04.

      "UCC" means the "Uniform Commercial Code" as the same may be in effect,
from time to time, in any state in which attachment, perfection, or priority of
a security interest in Collateral is governed by the law of such state.

      "Voting Securities" means (a) with respect to any corporation, capital
stock of the corporation having general voting power under ordinary
circumstances to elect directors of such corporation (irrespective of whether at
the time stock of any other class or classes shall have or might have special
voting power or rights by reason of the happening of any contingency), (b) with
respect to any partnership, any partnership interest or other ownership interest
having general voting power to elect the general partner or other management of
the partnership or other Person, and (c) with respect to any limited liability
company, membership certificates or interests having general voting power under
ordinary circumstances to elect managers of such limited liability company.

                                      -19-


<PAGE>

      "Woods Cross Refinery" means that certain high conversion petroleum
product refinery located just north of Salt Lake City, Utah that is owned by the
Parent and operated by Holly Refining & Marketing Company, a wholly-owned
subsidiary of the Parent.

      "Working Capital Borrowing" means a Borrowing other than (a) a Borrowing
the proceeds of which are used for Acquisitions or (b) a Borrowing the proceeds
of which are used for non-working capital purposes.

      Section 1.02. Computation of Time Periods. In the Credit Documents in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".

      Section 1.03. Accounting Terms; Changes in GAAP.

      (a) All accounting terms not specifically defined in this Agreement shall
be construed in accordance with GAAP applied on a consistent basis with those
applied in the preparation of the Financial Statements.

      (b) Unless otherwise indicated, all financial statements of the Borrower
and its Subsidiaries, all calculations for compliance with covenants in this
Agreement and all calculations of any amounts to be calculated under the
definitions in Section 1.01 shall be based upon the consolidated accounts of the
Borrower and its Subsidiaries in accordance with GAAP and consistent with the
principles applied in preparing the Financial Statements.

      Section 1.04. Types of Advances and Borrowings. Advances are distinguished
by "Type." The "Type" of an Advance refers to the determination whether such
Advance is a Eurodollar Rate Advance or Reference Rate Advance.

      Section 1.05. Miscellaneous. Article, Section, Schedule and Exhibit
references are to Articles and Sections of and Schedules and Exhibits to this
Agreement, unless otherwise specified.

                                   ARTICLE II

                                CREDIT FACILITIES

      Section 2.01. Making the Advances.

      (a) Advances. Each Bank having a Commitment severally agrees, on the terms
and conditions set forth in this Agreement, to make Advances to the Borrower
from time to time on any Business Day during the period from the date of this
Agreement until the Revolver Termination Date in an aggregate outstanding amount
up to but not to exceed at any time outstanding its Commitment, as such amount
may be reduced pursuant to Section 2.03, 7.02, and 7.03; provided, however that
the aggregate outstanding principal amount of all Advances plus the aggregate
Letter of Credit Exposure shall not at any time exceed the aggregate
Commitments.

                                      -20-


<PAGE>

      (b) Generally. Each Borrowing shall, in the case of Borrowings consisting
of Reference Rate Advances, be in an aggregate amount not less than $500,000 and
in integral multiples of $100,000 in excess thereof (except any Borrowing of
Reference Rate Advances may be in an amount equal to the availability at such
time), and in the case of Borrowings consisting of Eurodollar Rate Advances, be
in an aggregate amount not less than $1,000,000 or in integral multiples of
$500,000 in excess thereof, and in each case shall consist of Advances of the
same Type made on the same day by the Banks ratably according to their
respective Commitments. Within the limits of each Bank's Commitment, and subject
to the terms of this Agreement, the Borrower may from time to time borrow,
prepay, and reborrow Advances.

      (c) Notes. The indebtedness of the Borrower to each Bank resulting from
the Advances owing to such Bank shall be evidenced by a Note of the Borrower
payable to the order of such Bank.

      Section 2.02. Method of Borrowing.

      (a) Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing
(or by telephone notice promptly confirmed in writing by a Notice of Borrowing),
given not later than 11:00 a.m. (Dallas, Texas time) (i) on the third Business
Day before the date of the proposed Borrowing, in the case of a Borrowing
comprised of Eurodollar Rate Advances or (ii) on the Business Day of the
proposed Borrowing, in the case of a Borrowing comprised of Reference Rate
Advances, by the Borrower to the Administrative Agent, which shall in turn give
to each Bank prompt notice of such proposed Borrowing by telecopier or telex.
Each Notice of Borrowing shall be given by telecopier or telex, confirmed
immediately in writing, or other written notice specifying the information
required therein. In the case of a proposed Borrowing comprised of Eurodollar
Rate Advances, the Administrative Agent shall promptly notify each Bank of the
applicable interest rate under Section 2.07(b). Each Bank shall, before 12:00
p.m. (Dallas, Texas time) on the date of such Borrowing, make available for the
account of its Applicable Lending Office to the Administrative Agent at its
address referred to in Section 9.02, or such other location as the
Administrative Agent may specify by notice to the Banks, in same day funds, such
Bank's Pro Rata Share of such Borrowing. Subject to Section 2.02(e), after the
Administrative Agent's receipt of such funds and upon fulfillment (or waiver in
writing) of the applicable conditions set forth in Article III, the
Administrative Agent shall make such funds available to the Borrower at its
account with the Administrative Agent.

      (b) Conversions and Continuations. The Borrower may elect to Convert or
continue any Borrowing under this Section 2.02 by delivering an irrevocable
Notice of Conversion or Continuation to the Administrative Agent at the
Administrative Agent's office no later than 11:00 a.m. (Dallas, Texas time) (i)
on the date which is at least three Business Days in advance of the proposed
Conversion or continuation date in the case of a Conversion to or a continuation
of a Borrowing comprised of Eurodollar Rate Advances and (ii) on the Business
Day of the proposed conversion date in the case of a Conversion to a Borrowing
comprised of Reference Rate Advances. Each such Notice of Conversion or
Continuation shall be in writing or by telex or telecopier, confirmed
immediately in writing, or other written notice specifying the information
required therein. Promptly after receipt of a Notice of Conversion or
Continuation under this Section, the Administrative Agent shall provide each
Bank with a copy thereof and, in the case

                                      -21-


<PAGE>

of a Conversion to or a Continuation of a Borrowing comprised of Eurodollar Rate
Advances, notify each Bank of the applicable interest rate under Section
2.07(b).

      (c) Certain Limitations. Notwithstanding anything in paragraphs 2.02(a)
and 2.02(b) above:

            (i) at no time shall there be more than six Interest Periods
applicable to outstanding Eurodollar Rate Advances and the Borrower may not
select Eurodollar Rate Advances for any Borrowing at any time that an Event of
Default has occurred and is continuing;

            (ii) if any Bank shall, at least one Business Day before the date of
any requested Borrowing, Conversion or continuation, notify the Administrative
Agent and the Borrower that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or that any central
bank or other Governmental Authority asserts that it is unlawful, for such Bank
or its Eurodollar Lending Office to perform its obligations under this Agreement
to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate
Advances, the right of the Borrower to select Eurodollar Rate Advances from such
Bank shall be suspended until such Bank shall notify the Administrative Agent
and the Borrower that the circumstances causing such suspension no longer exist,
and the Advance made by such Bank in respect of such Borrowing, Conversion or
continuation shall be a Reference Rate Advance;

            (iii) if the Administrative Agent is unable to determine in good
faith the Eurodollar Rate for Eurodollar Rate Advances comprising any requested
Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such
Borrowing or for any subsequent Borrowing shall be suspended until the
Administrative Agent shall notify the Borrower and the Banks that the
circumstances causing such suspension no longer exist, and each Advance
comprising such Borrowing shall be a Reference Rate Advance;

            (iv) if the Majority Banks shall, at least one Business Day before
the date of any requested Borrowing, notify the Administrative Agent and the
Borrower that the Eurodollar Rate for Eurodollar Rate Advances comprising such
Borrowing will not adequately reflect the cost to such Banks of making or
funding their respective Eurodollar Rate Advances, as the case may be, for such
Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such
Borrowing or for any subsequent Borrowing shall be suspended until the
Administrative Agent shall notify the Borrower and the Banks that the
circumstances causing such suspension no longer exist, and each Advance
comprising such Borrowing shall be a Reference Rate Advance;

            (v) if the Borrower delivers a Notice of Conversion or Continuation
to the Administrative Agent but fails to select the duration of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of "Interest Period" in Section 1.01 and paragraph
2.02(b) above, the Administrative Agent shall so notify the Borrower and the
Banks and such Advances shall be made available to the Borrower on the date of
such Borrowing as Eurodollar Rate Advances or, if an existing Advance, Converted
into Eurodollar Rate Advances, in each case with an Interest Period equal to one
month; and

                                      -22-


<PAGE>

            (vi) if the Borrower fails to deliver a Notice of Conversion or
Continuation to the Administrative Agent with respect to any Eurodollar Rate
Advance in accordance with Section 2.02(b)(i) hereof, such Eurodollar Rate
Advances shall, at the end of the applicable Interest Period, be Converted into
Reference Rate Advances.

      (d) Notices Irrevocable. Each Notice of Borrowing and Notice of Conversion
or Continuation, once delivered, shall be irrevocable and binding on the
Borrower. In the case of any Borrowing which the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Bank against any loss, out-of-pocket cost or expense incurred by
such Bank as a result of any failure by the Borrower to fulfill on or before the
date specified in such Notice of Borrowing, the applicable conditions set forth
in Article III that are not otherwise waived in writing, including, without
limitation, any loss (including any loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Bank to fund the Advance to be made by such Bank as
part of such Borrowing when such Advance, as a result of such failure, is not
made on such date.

      (e) Administrative Agent Reliance. Unless the Administrative Agent shall
have received notice from a Bank before the date of any Borrowing that such Bank
shall not make available to the Administrative Agent such Bank's Pro Rata Share
of the Borrowing, the Administrative Agent may assume that such Bank has made
its Pro Rata Share of such Borrowing available to the Administrative Agent on
the date of such Borrowing in accordance with paragraph 2.02(a) and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the extent that such
Bank shall not have so made its Pro Rata Share of such Borrowing available to
the Administrative Agent, such Bank and the Borrower severally agree to
immediately repay to the Administrative Agent on demand such corresponding
amount, together with interest on such amount, for each day from the date such
amount is made available to the Borrower until the date such amount is repaid to
the Administrative Agent, at (i) in the case of the Borrower, the interest rate
applicable on such day to Advances comprising such Borrowing and (ii) in the
case of such Bank, the Federal Funds Rate for such day. If such Bank shall repay
to the Administrative Agent such corresponding amount and interest as provided
above, such corresponding amount so repaid shall constitute such Bank's Advance
as part of such Borrowing for purposes of this Agreement even though not made on
the same day as the other Advances comprising such Borrowing.

      (f) Bank Obligations Several. The failure of any Bank to make the Advance
to be made by it as part of any Borrowing shall not relieve any other Bank of
its obligation, if any, to make its Advance on the date of such Borrowing. No
Bank shall be responsible for the failure of any other Bank to make the Advance
to be made by such other Bank on the date of any Borrowing.

      Section 2.03. Reduction of the Commitments.

      (a) The Borrower shall have the right, upon at least three Business Days'
irrevocable notice to the Administrative Agent, to terminate in whole or reduce
ratably in part the unused portion of the Commitment; provided that each partial
reduction shall be in the aggregate amount of $1,000,000 or in integral
multiples of $500,000 in excess thereof.

                                      -23-


<PAGE>

      (b) The aggregate Commitments shall be automatically reduced by
$15,000,000 upon the occurrence and during the continuance of a Trigger Event.
If a Trigger Event occurs and is no longer continuing because the conditions or
events giving rise to such Trigger Event no longer exist or apply, such reduced
Commitments shall be automatically reinstated on the second Business Day after
the Trigger Event is no longer continuing so long as the following conditions
precedent are met: (i) all representations and warranties are true and correct
in all material respects on the date of reinstatement, and (ii) no Default has
occurred and is continuing both before and after giving effect to such
reinstatement.

      (c) Any reduction and termination of the Commitments pursuant to this
Section 2.03 shall be applied ratably to each Bank's Commitment and shall,
except as provided in clause (b) above, be permanent, with no obligation of the
Banks to reinstate such Commitments and the commitment fees provided for in
Section 2.06(a) shall thereafter be computed on the basis of the Commitments as
so reduced.

      Section 2.04. Prepayment of Advances.

      (a) Optional. The Borrower may prepay Advances, after giving by 11:00 a.m.
(Dallas, Texas time) (i) in the case of Eurodollar Rate Advances, at least three
Business Days' or (ii) in case of Reference Rate Advances, at least one Business
Day's, irrevocable prior written notice to the Administrative Agent stating the
proposed date and aggregate principal amount of such prepayment. If any such
notice is given, the Borrower shall prepay Advances comprising part of the same
Borrowing in whole or ratably in part in an aggregate principal amount equal to
the amount specified in such notice, together with accrued interest to the date
of such prepayment on the principal amount prepaid and amounts, if any, required
to be paid pursuant to Section 2.10 as a result of such prepayment being made on
such date; provided, however, that each partial prepayment with respect to: (A)
any Borrowing comprised of Reference Rate Advances shall be made in an initial
minimum aggregate principal amount of $500,000 and thereafter in $100,000
multiples in excess thereof and in an aggregate principal amount such that after
giving effect thereto such Borrowing shall have a principal amount outstanding
of at least $500,000 and (B) any Borrowing comprised of Eurodollar Rate Advances
shall be made in an initial minimum aggregate principal amount of $1,000,000 and
thereafter in $500,000 multiples in excess thereof and in an aggregate principal
amount such that after giving effect thereto such Borrowing shall have a
principal amount outstanding of at least $1,000,000. Full prepayments of any
Borrowing are permitted without restriction of amounts. Each prepayment under
this Section 2.04(a) shall be allocated between the Borrowings as determined by
the Borrower.

      (b) Mandatory.

            (i) Reduction of Commitments. On any date that the sum of the
outstanding Advances plus the Letter of Credit Exposure exceeds the Commitments
(including as a result of the reduction of Commitments pursuant to Section
2.03), the Borrower shall, to the extent of such excess, prepay to the Banks on
a pro rata basis the outstanding principal amount of the Advances or if all such
Advances have been repaid, the Borrower shall deposit with the Administrative
Agent into the Cash Collateral Account an amount equal to such excess.

                                      -24-

<PAGE>

            (ii) Annual Clean Down Period. The Borrower shall prepay the
Advances which comprise Working Capital Borrowings so that, for a period of not
less than fifteen (15) consecutive days during each twelve (12) month period
prior to the Final Maturity Date, the aggregate outstanding principal balance of
all such Advances that constituted Working Capital Borrowings will be equal to
zero.

            (iii) Accrued Interest. Each prepayment under this Section 2.04(b)
shall be accompanied by accrued interest on the amount prepaid to the date of
such prepayment and amounts, if any, required to be paid pursuant to Section
2.10 as a result of such prepayment.

      (c) Illegality. If any Bank shall notify the Administrative Agent and the
Borrower that the introduction of or any change in or in the interpretation of
any law or regulation makes it unlawful, or that any central bank or other
Governmental Authority asserts that it is unlawful for such Bank or its
Eurodollar Lending Office to perform its obligations under this Agreement to
maintain any Eurodollar Rate Advances of such Bank then outstanding hereunder,
(i) the Borrower shall, no later than 11:00 a.m. (Dallas, Texas time) (A) if not
prohibited by law, on the last day of the Interest Period for each outstanding
Eurodollar Rate Advance made by such Bank or (B) if required by such notice, on
the second Business Day following its receipt of such notice prepay all of the
Eurodollar Rate Advances made by such Bank then outstanding, together with
accrued interest on the principal amount prepaid to the date of such prepayment
and amounts, if any, required to be paid pursuant to Section 2.10 as a result of
such prepayment being made on such date, (ii) such Bank shall simultaneously
make a Reference Rate Advance to the Borrower on such date in an amount equal to
the aggregate principal amount of the Eurodollar Rate Advances prepaid to such
Bank, and (iii) the right of the Borrower to select Eurodollar Rate Advances
from such Bank for any subsequent Borrowings shall be suspended until such Bank
shall notify the Administrative Agent that the circumstances causing such
suspension no longer exist; provided, that such Bank agrees to use reasonable
efforts to designate a different Applicable Lending Office if the making of such
designation would avoid such payment, and would not, in its reasonable judgment,
be otherwise disadvantageous to such Bank.

      (d) No Additional Right; Ratable Prepayment. The Borrower shall have no
right to prepay any principal amount of any Advance except as provided in this
Section 2.04, and all notices given pursuant to this Section 2.04 shall be
irrevocable and binding upon the Borrower. Each payment of any Advance pursuant
to this Section 2.04 shall be made in a manner such that all Advances comprising
part of the same Borrowing are paid in whole or ratably in part.

      Section 2.05 Repayment of Advances. The Borrower shall repay to the
Administrative Agent for the ratable benefit of the Banks the outstanding
principal amount of each Advance, together with any accrued interest thereon, on
the Final Maturity Date or such earlier date pursuant to Section 7.02 or Section
7.03.

      Section 2.06 Fees.

      (a) Commitment Fees. The Borrower agrees to pay to the Administrative
Agent for the account of each Bank a commitment fee on the average daily amount
by which such Bank's Commitment exceeds such Bank's outstanding Advances plus
its Pro Rata Share of the aggregate Letter of Credit Exposure, at the Applicable
Margin for commitment fees from the date of this

                                      -25-

<PAGE>

Agreement until the Revolver Termination Date. The commitment fees shall be due
and payable quarterly in arrears on the last day of each March, June, September
and December commencing on September 30, 2004 and continuing thereafter through
the Revolver Termination Date and on the Revolver Termination Date.

      (b) Administrative Agent Fees. The Borrower agrees to pay to the
Administrative Agent for the benefit of the Administrative Agent the fees
described in the letter dated [_____________, 2004] from the Administrative
Agent to the Borrower (the "Administrative Agent's Fee Letter").

      (c) Letter of Credit Fees. The Borrower agrees to pay to (i) the
Administrative Agent for the pro rata benefit of the Banks a fee per annum for
each Letter of Credit issued hereunder equal to the Applicable Margin for letter
of credit fees on the face amount of such Letter of Credit, but in no event less
than $500.00 per year on each Letter of Credit and (ii) to the applicable
Issuing Bank any other fees agreed to in writing between the Borrower and such
Issuing Bank. Each such fee shall be payable annually in advance on the date of
the issuance, increase or extension of the Letter of Credit, but, in the case of
an increase or extension only, on the amount of such increase or for the period
of such extension.

      Section 2.07 Interest. The Borrower shall pay interest on the unpaid
principal amount of each Advance made by each Bank from the date of such Advance
until such principal amount shall be paid in full, at the following rates per
annum:

      (a) Reference Rate Advances. If such Advance is a Reference Rate Advance,
a rate per annum equal at all times to the Adjusted Reference Rate in effect
from time to time plus the Applicable Margin in effect from time to time,
payable in arrears on the last day of each March, June, September and December
commencing September 30, 2004 and on the date such Reference Rate Advance shall
be paid in full, provided that upon the occurrence and during the continuance of
any Event of Default, such Advance shall bear interest at a rate per annum equal
at all times to the Adjusted Reference Rate in effect from time to time plus the
Applicable Margin plus two percent (2.00%) per annum, payable on written demand.

      (b) Eurodollar Rate Advances. If such Advance is a Eurodollar Rate
Advance, a rate per annum equal at all times during the Interest Period for such
Advance to the Eurodollar Rate for such Interest Period plus the Applicable
Margin in effect from time to time, payable on the last day of such Interest
Period, and, in the case of Interest Periods of more than three months duration,
on each day which occurs during such Interest Period at intervals of three
months from the first day of such Interest Period, provided that upon the
occurrence and during the continuance of any Event of Default, such Advance
shall bear interest at a rate per annum equal at all times to the Adjusted
Reference Rate in effect from time to time plus the Applicable Margin plus two
percent (2.00%) per annum, payable on written demand.

      (c) Additional Interest on Eurodollar Rate Advances. The Borrower shall
pay to each Bank, so long as any such Bank shall be required under regulations
of the Federal Reserve Board to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities, additional interest
on the unpaid principal amount of each Eurodollar Rate Advance of such Bank,
from the effective date of such Advance until such principal amount is paid in
full,

                                      -26-

<PAGE>

at an interest rate per annum equal at all times to the remainder obtained by
subtracting (i) the Eurodollar Rate for the Interest Period for such Advance
from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage
equal to 100% minus the Eurodollar Rate Reserve Percentage of such Bank for such
Interest Period, payable on each date on which interest is payable on such
Advance. Such additional interest payable to any Bank shall be determined by
such Bank and notified to the Borrower in writing through the Administrative
Agent (such notice to include the detailed calculation of such additional
interest, which calculation shall be conclusive in the absence of manifest
error).

      (d) Usury Recapture.

            (i) If, with respect to any Bank, the effective rate of interest
contracted for under the Credit Documents, including the stated rates of
interest and fees contracted for hereunder and any other amounts contracted for
under the Credit Documents which are deemed to be interest, at any time exceeds
the Maximum Rate, then the outstanding principal amount of the loans made by
such Bank hereunder shall bear interest at a rate which would make the effective
rate of interest for such Bank under the Credit Documents equal the Maximum Rate
until the difference between the amounts which would have been due at the stated
rates and the amounts which were due at the Maximum Rate (the "Lost Interest")
has been recaptured by such Bank.

            (ii) If, when the loans made hereunder are repaid in full, the Lost
Interest has not been fully recaptured by such Bank pursuant to the preceding
paragraph, then, to the extent permitted by law, for the loans made hereunder by
such Bank the interest rates charged under Section 2.07 hereunder shall be
retroactively increased such that the effective rate of interest under the
Credit Documents was at the Maximum Rate since the effectiveness of this
Agreement to the extent necessary to recapture the Lost Interest not recaptured
pursuant to the preceding sentence and, to the extent allowed by law, the
Borrower shall pay to such Bank the amount of the Lost Interest remaining to be
recaptured by such Bank.

            (iii) Notwithstanding the foregoing or any other term in this
Agreement and the Credit Documents to the contrary, it is the intention of each
Bank and the Borrower to conform strictly to any applicable usury laws.
Accordingly, if any Bank contracts for, charges, or receives any consideration
which constitutes interest in excess of the Maximum Rate, then any such excess
shall be canceled automatically and, if previously paid, shall at such Bank's
option be applied to the outstanding amount of the loans made hereunder by such
Bank or be refunded to the Borrower.

      Section 2.08 Payments and Computations.

      (a) Payment Procedures. The Borrower shall make each payment under this
Agreement and under the Notes not later than 11:00 a.m. (Dallas, Texas time) on
the day when due in Dollars to the Administrative Agent at 445 S. Figueroa
Street, Los Angeles, California 90071 (or such other location as the
Administrative Agent shall designate in writing to the Borrower), in same day
funds and shall send notice of such payments to the Administrative Agent at 500
N. Akard, Suite 4200, Dallas, Texas 75201. The Administrative Agent shall
promptly thereafter cause to be distributed like funds relating to the payment
of principal,

                                      -27-

<PAGE>

interest, or fees ratably (other than amounts payable solely to the
Administrative Agent, the Issuing Banks, or a specific Bank pursuant to Section
2.06(b), 2.06(c), 2.10, 2.11, 2.12, 2.13 8.05, 9.04 or 9.07) in accordance with
each Bank's Pro Rata Share to the Banks for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Bank or the Issuing Banks to such Bank for the account of
its Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement.

      (b) Computations. All computations of interest based on the Reference Rate
and of fees shall be made by the Administrative Agent on the basis of a year of
365 or 366 days, as the case may be, and all computations of interest based on
the Eurodollar Rate and the Federal Funds Rate shall be made by the
Administrative Agent, on the basis of a year of 360 days, in each case for the
actual number of days (including the first day, but excluding the last day)
occurring in the period for which such interest or fees are payable. Each
determination by the Administrative Agent of an interest rate or fee shall be
conclusive and binding for all purposes, absent manifest error.

      (c) Non-Business Day Payments. Whenever any payment shall be stated to be
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fees, as the case may be;
provided, however, that if such extension would cause payment of interest on or
principal of Eurodollar Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.

      (d) Administrative Agent Reliance. Unless the Administrative Agent shall
have received written notice from the Borrower prior to the date on which any
payment is due to the Banks that the Borrower shall not make such payment in
full, the Administrative Agent may assume that the Borrower has made such
payment in full to the Administrative Agent on such date and the Administrative
Agent may, in reliance upon such assumption, cause to be distributed to each
Bank on such date an amount equal to the amount then due such Bank. If and to
the extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each Bank shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Bank, together with
interest, for each day from the date such amount is distributed to such Bank
until the date such Bank repays such amount to the Administrative Agent, at the
Federal Funds Rate for such day.

      Section 2.09 Sharing of Payments, Etc. If any Bank shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Advances or Letter of Credit
Obligations made by it in excess of its Pro Rata Share, as applicable, of
payments on account of the Advances or Letter of Credit Obligations obtained by
all the Banks, such Bank shall notify the Administrative Agent and forthwith
purchase from the other Banks such participations in the Advances made by them
or Letter of Credit Obligations held by them as shall be necessary to cause such
purchasing Bank to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Bank, such purchase from each Bank shall be
rescinded and such Bank shall repay to the purchasing Bank the purchase price to
the extent of such Bank's ratable share (according to the proportion of (a) the
amount of the participation sold

                                      -28-

<PAGE>

by such Bank to the purchasing Bank as a result of such excess payment to (b)
the total amount of such excess payment) of such recovery, together with an
amount equal to such Bank's ratable share (according to the proportion of (i)
the amount of such Bank's required repayment to the purchasing Bank to (ii) the
total amount of all such required repayments to the purchasing Bank) of any
interest or other amount paid or payable by the purchasing Bank in respect of
the total amount so recovered. The Borrower agrees that any Bank so purchasing a
participation from another Bank pursuant to this Section 2.09 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Bank were the direct creditor of the Borrower in the amount of such
participation.

      Section 2.10 Breakage Costs. If (a) any payment of principal of any
Eurodollar Rate Advance is made other than on the last day of the Interest
Period for such Advance, whether as a result of any payment pursuant to Section
2.04, the acceleration of the maturity of the Notes pursuant to Article VII, or
for any other reason or (b) the Borrower fails to make a principal or interest
payment with respect to any Eurodollar Rate Advance on the date such payment is
due and payable, the Borrower shall, within ten days of any written demand sent
by any Bank to the Borrower through the Administrative Agent (which demand shall
provide a statement explaining the amount and setting forth the computation of
any such loss or expense), pay to the Administrative Agent for the account of
such Bank any amounts required to compensate such Bank for any additional
losses, out-of-pocket costs or expenses which it may reasonably incur as a
result of such payment or nonpayment, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any Bank
to fund or maintain such Advance.

      Section 2.11 Increased Costs.

      (a) Eurodollar Rate Advances. If, due to either (i) the introduction of or
any change (other than any change by way of imposition or increase of reserve
requirements included in the Eurodollar Rate Reserve Percentage) in or in the
interpretation of any law or regulation occurring on or after the date of this
Agreement or (ii) the compliance with any guideline or request from any central
bank or other Governmental Authority (whether or not having the force of law),
there shall be any increase occurring on or after the date of this Agreement in
the cost to any Bank of agreeing to make or making, funding or maintaining
Eurodollar Rate Advances, then the Borrower shall from time-to-time, upon demand
by such Bank (with a copy of such demand to the Administrative Agent),
immediately pay to the Administrative Agent for the account of such Bank
additional amounts sufficient to compensate such Bank for such increased cost;
provided, that, before making any such demand, such Bank agrees to promptly
notify the Borrower and to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost and would not, in its
reasonable judgment, be otherwise disadvantageous. A certificate as to the
amount of such increased cost and detailing the calculation of such cost
submitted to the Borrower and the Administrative Agent by such Bank shall be
conclusive and binding for all purposes, absent manifest error.

      (b) Capital Adequacy. If any Bank or Issuing Bank reasonably determines
that its required compliance with any law or regulation or any guideline or
request from any central bank or other Governmental Authority (whether or not
having the force of law) affects or would

                                      -29-

<PAGE>

affect the amount of capital required or expected to be maintained by such Bank
or Issuing Bank or any corporation controlling such Bank or Issuing Bank and
that the amount of the capital is increased by or based upon the existence of
such Bank's commitment to lend or such Issuing Bank's commitment to issue the
Letters of Credit and other commitments of this type, then, upon thirty days'
prior written notice by such Bank or Issuing Bank (with a copy of any such
demand to the Administrative Agent), the Borrower shall immediately pay to the
Administrative Agent for the account of such Bank or Issuing Bank, as the case
may be, from time-to-time as specified by such Bank or Issuing Bank, additional
amounts sufficient to compensate such Bank or Issuing Bank, in light of the
circumstances, to the extent that such Bank or Issuing Bank, as the case may be,
reasonably determines the increase in capital to be allocable to the existence
of such Bank's commitment to lend or such Issuing Bank's commitment to issue the
Letters of Credit under this Agreement. A certificate as to the amounts showing
in reasonable detail the calculation of the amounts submitted to the Borrower by
such Bank or Issuing Bank shall be presumptively correct, absent manifest error.

      (c) Letters of Credit. If any change in any law or regulation or in the
interpretation thereof by any court or administrative or Governmental Authority
charged with the administration thereof shall either (i) impose, modify, or deem
applicable any reserve, special deposit, or similar requirement against letters
of credit issued by, or assets held by, or deposits in or for the account of, an
Issuing Bank or (ii) impose on an Issuing Bank any other condition regarding the
provisions of this Agreement relating to the Letters of Credit or any Letter of
Credit Obligations, and the result of any event referred to in the preceding
clause (i) or (ii) shall be to increase the cost to such Issuing Bank of issuing
or maintaining any Letter of Credit (which increase in cost shall be determined
by such Issuing Bank's reasonable allocation of the aggregate of such cost
increases resulting from such event), then, upon demand by such Issuing Bank,
the Borrower shall pay to the Administrative Agent for the account of such
Issuing Bank, from time to time as specified by such Issuing Bank, additional
amounts which shall be sufficient to compensate such Issuing Bank for such
increased cost. A certificate as to such increased cost incurred by such Issuing
Bank, as a result of any event mentioned in clause (i) or (ii) above, and
detailing the calculation of such increased costs submitted by such Issuing Bank
to the Borrower, shall be conclusive and binding for all purposes, absent
manifest error.

      Section 2.12 Taxes.

      (a) No Deduction for Certain Taxes. Any and all payments by the Borrower
shall be made, in accordance with Section 2.08, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding, in
the case of each Bank, each Issuing Bank and the Administrative Agent, taxes
imposed on its income, and franchise taxes imposed on it, by the jurisdiction
under the laws of which such Bank, such Issuing Bank or the Administrative Agent
(as the case may be) is organized or any political subdivision of the
jurisdiction (all such income and franchise taxes collectively referred to as
"Excluded Taxes", and all such taxes, levies, imposts, deductions, charges,
withholdings and liabilities other than the Excluded Taxes being hereinafter
referred to as "Taxes"). If the Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable to any Bank, any Issuing Bank, or
the Administrative Agent, (i) the sum payable shall be increased as may be
necessary so that, after making all required deductions (including deductions
applicable to additional sums payable under this

                                      -30-

<PAGE>

Section 2.12), such Bank, such Issuing Bank, or the Administrative Agent (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 taxation
authority or other authority in accordance with applicable law. In addition, the
Borrower agrees to pay any present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies which arise from any
payment made or from the execution, delivery or registration of, or otherwise
with respect to, this Agreement, the Notes, or the other Credit Documents
(hereinafter referred to as "Other Taxes").

      (b) Indemnification. THE BORROWER HEREBY INDEMNIFIES EACH BANK, EACH
ISSUING BANK, AND THE ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER
TAXES (INCLUDING, WITHOUT LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED BY ANY
JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 2.12) PAID BY SUCH BANK, SUCH
ISSUING BANK, OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY BE, AND ANY LIABILITY
ARISING THEREFROM OR WITH RESPECT THERETO. EACH PAYMENT REQUIRED TO BE MADE BY
THE BORROWER IN RESPECT OF THIS INDEMNIFICATION SHALL BE MADE TO THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF ANY PARTY CLAIMING SUCH INDEMNIFICATION
WITHIN THIRTY DAYS FROM THE DATE THE BORROWER RECEIVES WRITTEN DEMAND THEREFOR
FROM THE ADMINISTRATIVE AGENT ON BEHALF OF ITSELF AS ADMINISTRATIVE AGENT, such
ISSUING BANK, OR ANY SUCH BANK.

      (c) Foreign Bank Withholding Exemption. Each Bank and Issuing Bank that is
not incorporated under the laws of the United States of America or a state
thereof agrees that it shall deliver to the Borrower and the Administrative
Agent on the date of this Agreement or upon, and as a condition to, the
effectiveness of any Assignment and Acceptance (i) two duly completed copies of
United States Internal Revenue Service Form W-8BEN or W-8ECI or successor
applicable form, as the case may be, certifying in each case that such Bank is
entitled to receive payments under this Agreement and the Notes payable to it,
without deduction or withholding of any United States federal income taxes, (ii)
if applicable, an Internal Revenue Service Form W-8 or W-9 or successor
applicable form, as the case may be, to establish an exemption from United
States backup withholding tax, and (iii) any other governmental forms which are
necessary or required under an applicable tax treaty or otherwise by law to
reduce or eliminate any withholding tax which have been reasonably requested by
the Borrower. Each Bank which delivers to the Borrower and the Administrative
Agent a Form W-8BEN or W-8ECI and Form W-8 or W-9 pursuant to the immediately
preceding sentence further undertakes to deliver to the Borrower and the
Administrative Agent two further copies of the said letter and Form W-8BEN or
W-8ECI and Form W-8 or W-9, or successor applicable forms, or other manner of
certification, as the case may be, on or before the date that any such letter or
form expires or becomes obsolete or after the occurrence of any event requiring
a change in the most recent letter and form previously delivered by it to the
Borrower and the Administrative Agent, and such extensions or renewals thereof
as may reasonably be requested by the Borrower and the Administrative Agent
certifying in the case of a Form W-8BEN or W-8ECI that such Bank is entitled to
receive payments under this Agreement without deduction or withholding of any
United States federal income taxes. If an event (including without limitation
any change in treaty, law or regulation) has occurred prior to the date on which
any delivery required by the preceding sentence would otherwise be required
which renders all such forms inapplicable or which would prevent any Bank from
duly completing and delivering any such letter or form with

                                      -31-

<PAGE>

respect to it and such Bank advises the Borrower and the Administrative Agent
that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax, and in the case of a Form W-8
or W-9, establishing an exemption from United States backup withholding tax,
such Bank shall not be required to deliver such letter or forms. The Borrower
shall withhold tax at the rate and in the manner required by the laws of the
United States with respect to payments made to a Bank failing to timely provide
the requisite Internal Revenue Service forms.

      Section 2.13 Letters of Credit.

      (a) Commitment. From time to time from the date of this Agreement until
date which is five Business Days prior to the Revolver Termination Date, at the
request of the Borrower, the applicable Issuing Bank shall, on the terms and
conditions hereinafter set forth, issue, increase, or extend the expiration date
of Letters of Credit for the account of the Borrower or any of its Subsidiaries
on any Business Day. No Letter of Credit shall be issued, increased, or
extended:

            (i) unless such issuance, increase, or extension would not cause the
Letter of Credit Exposure to exceed the lesser of (A) $50,000,000.00 or (B) the
aggregate amount of the unused Commitments;

            (ii) unless such Letter of Credit has an Expiration Date not later
than the earlier of (A) twelve months after the date of issuance thereof (or, if
extendable beyond such period, unless such Letter of Credit is cancelable upon
at least thirty days' notice given by the applicable Issuing Bank to the
beneficiary of such Letter of Credit) and (B) five days prior to the Revolver
Termination Date;

            (iii) unless such Letter of Credit Documents are in form and
substance acceptable to the applicable Issuing Bank in its sole discretion;

            (iv) unless such Letter of Credit is a standby letter of credit not
supporting the repayment of indebtedness for borrowed money of any Person; and

            (v) unless the Borrower has delivered to the applicable Issuing Bank
a completed and executed Letter of Credit Application.

      (b) Participations. Upon the date of the issuance or increase of a Letter
of Credit, the applicable Issuing Bank shall be deemed to have sold to each
other Bank and each other Bank shall have been deemed to have purchased from
such Issuing Bank a participation in the related Letter of Credit Obligations
equal to such Bank's Pro Rata Share at such date and such sale and purchase
shall otherwise be in accordance with the terms of this Agreement. Such Issuing
Bank shall promptly notify each such participant Bank by telex, telephone, or
telecopy of each Letter of Credit issued, increased, or extended or converted
and the actual dollar amount of such Bank's participation in such Letter of
Credit.

      (c) Issuing. Each Letter of Credit shall be issued, increased, or extended
pursuant to a Letter of Credit Application (or by telephone notice promptly
confirmed in writing by a Letter of Credit Application), given not later than
11:00 a.m. (Dallas, Texas time) on the third Business

                                      -32-

<PAGE>

Day before the date of the proposed issuance, increase, or extension of the
Letter of Credit, and the Administrative Agent shall give to each Bank prompt
notice of thereof by telex, telephone or telecopy. Each Letter of Credit
Application shall be given by telecopier or telex, confirmed immediately in
writing, specifying the information required therein. After the applicable
Issuing Bank's receipt of such Letter of Credit Application and upon fulfillment
(or waiver in writing) of the applicable conditions set forth in Article III,
such Issuing Bank shall issue, increase, or extend such Letter of Credit for the
account of the Borrower or any applicable Subsidiary. Each Letter of Credit
Application shall be irrevocable and binding on the Borrower.

      (d) Reimbursement. The Borrower hereby agrees to pay on demand to the
applicable Issuing Bank an amount equal to any amount paid by such Issuing Bank
under any Letter of Credit. In the event an Issuing Bank makes a payment
pursuant to a request for draw presented under a Letter of Credit and such
payment is not promptly reimbursed by the Borrower upon demand, such Issuing
Bank shall give the Administrative Agent notice of the Borrower's failure to
make such reimbursement and the Administrative Agent shall promptly notify each
Bank of the amount necessary to reimburse such Issuing Bank. Upon such notice
from the Administrative Agent, each Bank shall promptly reimburse such Issuing
Bank for such Bank's Pro Rata Share of such amount and such reimbursement shall
be deemed for all purposes of this Agreement to be a Advance to the Borrower
transferred at the Borrower's request to such Issuing Bank. If such
reimbursement is not made by any Bank to such Issuing Bank on the same day on
which the Administrative Agent notifies such Bank to make reimbursement to such
Issuing Bank hereunder, such Bank shall pay interest on its Pro Rata Share
thereof to such Issuing Bank at a rate per annum equal to the Federal Funds
Rate. The Borrower hereby unconditionally and irrevocably authorizes, empowers,
and directs the Administrative Agent and the Banks to record and otherwise treat
such reimbursements to such Issuing Bank as Reference Rate Advances under a
Borrowing requested by the Borrower to reimburse such Issuing Bank which have
been transferred to such Issuing Bank at the Borrower's request.

      (e) Obligations Unconditional. The obligations of the Borrower under this
Agreement in respect of each Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including, without limitation, the following
circumstances:

            (i) any lack of validity or enforceability of any Letter of Credit
Documents;

            (ii) any amendment or waiver of, or any consent to, departure from
any Letter of Credit Documents;

            (iii) the existence of any claim, set-off, defense, or other right
which the Borrower may have at any time against any beneficiary or transferee of
such Letter of Credit (or any Persons for whom any such beneficiary or any such
transferee may be acting), the applicable Issuing Bank, or any other person or
entity, whether in connection with this Agreement, the transactions contemplated
in this Agreement or in any Letter of Credit Documents, or any unrelated
transaction;

            (iv) any statement or any other document presented under such Letter
of Credit proving to be forged, fraudulent, invalid, or insufficient in any
respect or any statement therein

                                      -33-

<PAGE>

being untrue or inaccurate in any respect to the extent the applicable Issuing
Bank would not be liable therefor pursuant to the following paragraph (f); or

            (v) payment by the applicable Issuing Bank under such Letter of
Credit against presentation of a draft or certificate which does not comply with
the terms of such Letter of Credit;

provided, however, that nothing contained in this paragraph (e) shall be deemed
to constitute a waiver of any remedies of the Borrower in connection with the
Letters of Credit or the Borrower's rights under Section 2.13(f) below.

      (f) Liability of Issuing Bank. The Borrower assumes all risks of the acts
or omissions of any beneficiary or transferee of any Letter of Credit with
respect to its use of such Letter of Credit. No Issuing Bank nor any of its
officers or directors shall be liable or responsible for:

            (i) the use which may be made of any Letter of Credit or any acts or
omissions of any beneficiary or transferee in connection therewith;

            (ii) the validity, sufficiency, or genuineness of documents, or of
any endorsement thereon, even if such documents should prove to be in any or all
respects invalid, insufficient, fraudulent, or forged;

            (iii) payment by an Issuing Bank against presentation of documents
which do not comply with the terms of a Letter of Credit, including failure of
any documents to bear any reference or adequate reference to the relevant Letter
of Credit; or

            (iv) any other circumstances whatsoever in making or failing to make
payment under any Letter of Credit (INCLUDING AN ISSUING BANK'S OWN NEGLIGENCE),

except that the Borrower shall have a claim against the applicable Issuing Bank,
and such Issuing Bank shall be liable to the Borrower to the extent of any
direct, as opposed to consequential, damages suffered by the Borrower which the
Borrower proves were caused by (A) such Issuing Bank's willful misconduct or
gross negligence in determining whether documents presented under a Letter of
Credit comply with the terms of such Letter of Credit or (B) such Issuing Bank's
willful failure to make lawful payment under any Letter of Credit after the
presentation to it of a draft and certificate strictly complying with the terms
and conditions of such Letter of Credit. In furtherance and not in limitation of
the foregoing, the Issuing Banks may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary.

      (g) Cash Collateral Account.

            (i) If the Borrower is required to deposit funds in the Cash
Collateral Account pursuant to Sections 2.04(b), 7.02(b), or 7.03(b), then the
Borrower and the Administrative Agent shall establish the Cash Collateral
Account and the Borrower shall execute any documents and agreements that the
Administrative Agent reasonably requests in connection therewith to establish
the Cash Collateral Account and grant the Administrative Agent an Acceptable
Security

                                      -34-

<PAGE>

Interest in such account and the funds therein. The Borrower hereby pledges to
the Administrative Agent and grants the Administrative Agent a security interest
in (x) the Cash Collateral Account, whenever established, (y) all funds held in
the Cash Collateral Account from time to time, and (z) all proceeds thereof as
security for the payment of the Obligations.

            (ii) So long as no Event of Default exists, (A) the Administrative
Agent may apply the funds held in the Cash Collateral Account only to the
reimbursement of any Letter of Credit Obligations, and (B) the Administrative
Agent shall promptly release to the Borrower at the Borrower's written request
any funds held in the Cash Collateral Account in an amount up to but not
exceeding the excess, if any (immediately prior to the release of any such
funds), of the total amount of funds held in the Cash Collateral Account over
the Letter of Credit Exposure. During the existence of any Event of Default, the
Administrative Agent may apply any funds held in the Cash Collateral Account to
the Obligations in any order determined by the Administrative Agent, regardless
of any Letter of Credit Exposure which may remain outstanding. The
Administrative Agent may in its sole discretion at any time release to the
Borrower any funds held in the Cash Collateral Account.

            (iii) The Administrative Agent shall exercise reasonable care in the
custody and preservation of any funds held in the Cash Collateral Account and
shall be deemed to have exercised such care if such funds are accorded treatment
substantially equivalent to that which the Administrative Agent accords its own
property, it being understood that the Administrative Agent shall not have any
responsibility for taking any necessary steps to preserve rights against any
parties with respect to any such funds.

      Section 2.14 Commitment Increase.

      (a) Subject to the conditions set forth in clauses (b) and (c) of this
Section 2.14, the Borrower may request that the amount of the Commitments be
increased one or more times, in each case in a minimum amount of $10,000,000 or
in integral multiples of $1,000,000 in excess thereof; provided that, the
aggregate Commitments may not exceed $175,000,000.

      (b) Each such increase shall be effective, without the consent of any Bank
(other than any Bank increasing its Commitment) only upon the following
conditions being satisfied: (i) the BP Consent shall have been obtained, (ii) no
Default or Event of Default has occurred and is continuing at the time thereof
or would be caused thereby, (iii) either the Banks having Commitments hereunder
at the time the increase is requested agree to increase their Commitments in the
amount of the requested increase or other financial institutions satisfying the
definition of Eligible Assignee agree to make a Commitment in the amount of the
difference between the amount of the increase requested by the Borrower and the
amount by which the Banks having Commitments hereunder at the time the increase
is requested are increasing their Commitments, (iv) such Banks and other
financial institutions, if any, shall have executed and delivered to the
Administrative Agent a Commitment Increase Agreement or a New Bank Agreement, as
applicable, and (v) the Borrower shall have delivered such evidence of authority
for the increase (including without limitation, certified resolutions of the
applicable board of directors of the General Partner authorizing such increase)
as the Administrative Agent may reasonably request.

                                      -35-

<PAGE>

      (c) Each financing institution to be added to this Agreement as described
in clause (ii) of Section 2.14(b) above shall execute and deliver to the
Administrative Agent a New Bank Agreement, pursuant to which it becomes a party
to this Agreement. Each Bank agreeing to increase its Commitment as described in
subsection (ii) of clause (b) of this Section 2.14 shall execute and deliver to
the Administrative Agent a Commitment Increase Agreement pursuant to which it
increases its Commitment hereunder. In addition, an authorized officer of the
Borrower shall execute and deliver to the Administrative Agent, for each Bank
being added to this Agreement, a Note payable to such new Bank in the principal
amount of the Commitment of such Bank, and for each Bank increasing its
Commitment, a replacement Note payable to such Bank, in the principal amount of
the increased Commitment of such Bank. Each such Note shall be dated the
effective date of the pertinent New Lender Agreement or Commitment Increase
Agreement. Upon execution and delivery to the Administrative Agent of the Note
and the execution by the Administrative Agent of the relevant New Lender
Agreement or Commitment Increase Agreement, as the case may be, such new
financing institution shall constitute a "Bank" hereunder with a Commitment as
specified therein, or such existing Bank's Commitment shall increase as
specified therein, as the case may be, and the Administrative Agent shall notify
all Banks of such addition or increase, and the final allocations thereof, and
provide a revised Schedule 1.01(a) reflecting such additions or increase.

      (d) Notwithstanding anything to the contrary in this Section 2.14, the
Banks having Commitments hereunder at the time any such increase is requested
shall have the first right, but shall not be obligated, to participate in such
increase by agreeing to increase their respective Commitments by their Pro Rata
Share to the extent of such increase. The Administrative Agent shall not, and
shall not be obligated to, permit any financial institutions that do not have,
at that time, Commitments hereunder to make commitments for portions of the
requested increase not assumed by the Banks having Commitments hereunder until
each of such Banks have agreed to increase their Commitments or declined to do
so. To facilitate the Banks' right of first refusal, the Borrower shall, by
written notice to the Administrative Agent (which shall promptly deliver a copy
to each Bank) given not less than 30 days prior to the requested effective date
of the increase in Commitment (the "Increase Effective Date"), request that the
Banks increase their Commitments. Each Bank shall, by notice to the Borrower and
the Administrative Agent given not later than 15 days following receipt of the
Borrower's request, advise the Borrower whether or not it will increase its
Commitment as of the Increase Effective Date. Any Bank that has not so advised
the Borrower and the Administrative Agent by such day shall be deemed to have
declined to agree to such increase in its Commitment. The decision to increase
its Commitment hereunder shall be at the sole discretion of each Bank.

      Section 2.15 Replacement of Banks. If the Borrower is required pursuant to
Section 2.07(c), 2.11 or 2.12 to make any additional payment to any Bank or if
any Bank's obligation to make or continue, or to convert Reference Advances
into, Eurodollar Advances shall be suspended pursuant to 2.02(c)(ii) or 2.04(c)
(any Bank so affected, an "Affected Bank "), the Borrower may elect, if such
amounts continue to be charged or such suspension is still effective, to replace
such Affected Bank as a Bank party to this Agreement, provided that (a) no
Default or Event of Default shall have occurred and be continuing at the time of
such replacement; (b) such replacement shall be at the Borrower's sole expense
and effort, including the payment of the administrative fee referenced in
Section 9.06(a)); (c) concurrently with such replacement, another bank or other
entity (which entity shall be an Eligible Assignee) shall agree, as of such

                                      -36-

<PAGE>

date, to purchase for cash the Advances and other Obligations due to the
Affected Bank pursuant to an assignment substantially in the form of Exhibit A
and to become a Bank for all purposes under this Agreement and to assume all
obligations of the Affected Bank which as to the Affected Bank shall be
terminated as of such date and to comply with the requirements of Section 9.06
applicable to assignments; and (d) concurrently with such replacement, the
Borrower shall pay to such Affected Bank in same day funds on the day of such
replacement all interest, fees and other amounts then accrued but unpaid to such
Affected Bank by the Borrower hereunder to and including the date of
termination, including without limitation payments due to such Affected Bank
under Sections 2.07(c), 2.11 and 2.12. A Bank shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Bank or Issuing Bank , as applicable, or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.

                                   ARTICLE III

                              CONDITIONS OF LENDING

      Section 3.01 Conditions Precedent to Initial Advances. The obligation of
each Bank to make its initial Advance and of the Issuing Banks to issue the
initial Letters of Credit is subject to the satisfaction or waiver in writing of
the following conditions precedent:

      (a) Documentation. On or before the day on which the initial Borrowing is
made or the initial Letters of Credit are issued, the Administrative Agent shall
have received the following duly executed by all the applicable parties thereto,
in form and substance satisfactory to the Administrative Agent and the Banks,
and where applicable, in sufficient copies for each Bank:

            (i) this Agreement and all its attached Exhibits and Schedules;

            (ii) a Note payable to the order of each Bank in the amount of its
Commitment;

            (iii) the Security Documents and all their attached Exhibits and
Schedules, including, without limitation, (A) the Pledge Agreements, (B) the
Security Agreements, and (C) the Mortgages;

            (iv) the Guaranties;

            (v) stock certificates or, to the extent applicable under the
Person's organizational documents, membership or partnership interest
certificates required in connection with the Pledge Agreements and stock powers
or other transfer documents for each such certificate endorsed in blank to the
Administrative Agent;

            (vi) appropriate UCC-1 or UCC-3 Financing Statements covering the
Collateral for filing with the appropriate authorities;

            (vii) a Notice of Borrowing with respect to the initial Borrowing;

                                      -37-

<PAGE>

            (viii) a certificate dated as of the date of this Agreement from a
Responsible Officer stating that (A) all representations and warranties of the
Borrower set forth in this Agreement and each of the other Credit Documents to
which it is a party are true and correct in all material respects; (B) no
Default has occurred and is continuing; and (C) the conditions in this Section
3.01 have been met;

            (ix) certificates of insurance naming the Administrative Agent as
loss payee or additional insured, as applicable, evidencing insurance which
meets the requirements of this Agreement and the Security Documents;

            (x) a certificate of the secretary or assistant secretary of the
General Partner certifying as of the date of this Agreement (A) the existence of
the Borrower and the General Partner, (B) the Borrower Partnership Agreement and
the other organizational documents of the Borrower, (C) the General Partner's
Certificate of Organization and Regulations, (D) the resolutions of the General
Partner approving this Agreement, the Notes, the other Credit Documents, and the
related transactions on behalf of the Borrower, and (E) all documents evidencing
other necessary corporate, partnership or limited liability company action, if
any, with respect to this Agreement, the Notes, and the other Credit Documents
executed and delivered on or before the date hereof;

            (xi) a certificate of a Secretary or an Assistant Secretary of the
General Partner of the Borrower certifying the names and true signatures of the
officers of the General Partner authorized to sign this Agreement, the Notes,
the Notice of Borrowing and the other Credit Documents on behalf of the
Borrower;

            (xii) certificates of the secretary or assistant secretary of each
of the Guarantors certifying as of the date of this Agreement (A) the
organizational documents of such Guarantor, (B) the resolutions of the governing
body of such Guarantor approving this Agreement, the Guaranty, the other Credit
Documents to which such Guarantor is a party, and the related transactions, and
(C) all other documents evidencing other necessary corporate, partnership or
limited liability company action, if any, with respect to this Agreement, the
Guaranty, and the other Credit Documents to which such Guarantor is a party
executed and delivered on or before the date hereof;

            (xiii) certificates of a Secretary or an Assistant Secretary of each
Guarantor certifying the names and true signatures of the officers of such
Guarantor authorized to sign this Agreement, the Guaranty and the other Credit
Documents to which such Guarantors is a party on behalf of such Guarantor;

            (xiv) certificates of good standing, existence, and authority for
the Borrower, the General Partner, the Limited Partner, and each of the
Guarantors from each of the states in which the Borrower, the General Partner,
the Limited Partner, and each of the Guarantors is either organized or does
business;

            (xv) results of lien, tax, and judgment searches of the UCC Records
of the Secretary of State and applicable counties of jurisdictions selected by
the Administrative Agent, including, but not limited to, the states of Arizona,
Colorado, Idaho, New Mexico, Texas, and

                                      -38-

<PAGE>

Utah from a source acceptable to the Administrative Agent and reflecting no
Liens (other than Permitted Liens) against any of the Collateral other than in
favor of the Administrative Agent;

            (xvi) favorable opinions of (a) Vinson & Elkins L.L.P., outside
Texas counsel to the Borrower and the Guarantors, and (b) John Glancy, General
Counsel of the Borrower and the Guarantors, in each case in a form reasonably
acceptable to Administrative Agent;

            (xvii) favorable opinions of outside counsel to the Borrower and its
Subsidiaries in all jurisdictions selected by the Administrative Agent and in
which Collateral subject to a Mortgage and Security Agreement is located, in a
form reasonably acceptable to Administrative Agent;

            (xviii) the Borrower Financial Statements and the other financial
statements or information described in Section 4.05; and

            (xix) such other documents and agreements as the Administrative
Agent may reasonably request.

      (b) No Material Adverse Effect. Since the date of the Interim Financial
Statements, no event or events has occurred which, individually or in the
aggregate, have had or could reasonably be expected to have a Material Adverse
Effect.

      (c) No Material Litigation. No material legal or regulatory action or
proceeding has commenced and is continuing against the Borrower or any
Guarantor.

      (d) Payment of Fees and Expenses. The Borrower shall have paid the fees
required by Section 2.06(b) to be paid prior to the date of the making of the
initial Advances hereunder and all costs and expenses for which the Borrower has
received a proper invoice and which are payable pursuant to Section 9.04(a).

      (e) Title. The Administrative Agent shall be satisfied in its sole
reasonable discretion as to the status of the Borrower's or Guarantor's, as
applicable, title to their respective Properties.

      (f) Environmental. The Administrative Agent shall have received all
existing Phase I environmental assessments which have been previously conducted
or other reports, in each case to the extent in the possession of the Borrower
or to the extent existing and otherwise obtainable by the Borrower, as it may
reasonably require and shall be satisfied in its sole reasonable discretion with
the condition of the Properties with respect to the Borrower's and its
Subsidiaries' (or their respective predecessors') compliance with Environmental
Laws.

      (g) Bank's Liens. The Administrative Agent shall have received
satisfactory evidence that the Liens granted to it under the Security Documents
are, or will concurrent with the filing thereof, be Acceptable Security
Interests and that all actions or filings necessary to protect, preserve and
validly perfect such Liens have been made, taken or obtained (or will be made,
taken or obtained concurrent with the making of the initial Advances), as the
case may be, and are in full force and effect, including without limitation any
third-party consents to the granting of such Liens that are necessary or
desirable.

                                      -39-

<PAGE>

      (h) Security Interests. The Administrative Agent shall be satisfied that
the Security Documents encumber substantially all of such real property
interests held by the Borrower and its Subsidiaries as the Administrative Agent
may require.

      (i) Parent Credit Facility. The Parent Credit Facility shall have closed
on or before the date of this Agreement and the Parent Consent shall have been
fully executed by all parties thereto.

      (j) Due Diligence. The Administrative Agent shall be satisfied in its sole
reasonable discretion with its due diligence analysis and review of the assets,
liabilities, business, operations, condition (financial or otherwise) and
prospects of the Borrower, the Guarantors, the Partners and their owners. The
Borrower and the Guarantors shall have provided true, correct, and complete
copies of all material contracts by which such Persons are bound or to which
such Persons are a party to Administrative Agent, and Administrative shall be
satisfied in its sole reasonable discretion with its review thereof.

      (k) Consents, Licenses, and Approvals. The Administrative Agent shall have
received true copies (certified to be such by the Borrower or other appropriate
party) of all consents, licenses, and approvals required in accordance with
applicable law, or in accordance with any document, agreement, instrument, or
arrangement to which the Borrower, the Restricted Subsidiary and their
respective Subsidiaries is a party (other than agreements the breach of which,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect), in connection with the execution, delivery,
performance, validity and enforceability of this Agreement and the other Credit
Documents. In addition, the Borrower, the Restricted Subsidiary, and their
respective Subsidiaries shall have all such material consents, licenses and
approvals required in connection with the continued operation of such Persons
and the performance of the Obligations except where the failure to have any of
such material consents, licenses and approvals, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

      (l) Initial Public Offering. The initial public offering of the Common
Units shall have been completed and the Limited Partner shall have received
gross proceeds therefrom in an amount not less than $100,000,000.

      (m) Transfer of Assets. (i) The Borrower shall have provided true,
correct, and complete copies of all Transfer Documents and the Administrative
Agent and the Banks shall be satisfied with the terms and conditions thereof in
their sole reasonable discretion, (ii) the asset transfers described therein
shall have been consummated in all material respects in accordance with the
terms thereof and in accordance with applicable law, and (iii) none of the
material terms or conditions to closing of any party set forth in the Transfer
Documents shall have been amended, modified or supplemented without the prior
written consent of the Administrative Agent, and all conditions stated therein
shall have been satisfied or, with the prior written consent of the
Administrative Agent, waived.

      Section 3.02 Conditions Precedent to All Borrowings. The obligation of
each Bank to make an Advance on the occasion of each Borrowing and of an Issuing
Bank to issue, increase, or extend any Letter of Credit shall be subject to the
further conditions precedent that on the date

                                      -40-

<PAGE>

of such Borrowing or the issuance, increase, or extension of such Letter of
Credit the following statements shall be true (and the giving of the applicable
Notice of Borrowing or Letter of Credit Application and the acceptance by the
Borrower of the proceeds of such Borrowing or the issuance, increase, or
extension of such Letter of Credit shall constitute a representation and
warranty by the Borrower that on the date of such Borrowing or the issuance,
increase, or extension of such Letter of Credit, such statements are true):

      (a) the representations and warranties made by the Borrower and the
Guarantors contained in Article IV hereof and in each of the other Credit
Documents are true and correct in all material respects on and as of the date of
such Borrowing, or the date of the issuance, increase, or extension of such
Letter of Credit, before and after giving effect to such Borrowing or to the
issuance, increase, or extension of such Letter of Credit and to the application
of the proceeds from such Borrowing, as though made on and as of such date,
except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct as of such
earlier date; and

      (b) no Default has occurred and is continuing or would result from such
Borrowing, from the application of the proceeds therefrom, or from the issuance,
increase, or extension of such Letter of Credit.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants as follows:

      Section 4.01 Existence; Power; Subsidiaries.

      (a) The Borrower is a limited partnership duly formed and validly existing
under the laws of the state of Delaware. The Borrower is in good standing and is
qualified to do business in each jurisdiction where its ownership or lease of
Property or the conduct of its business requires such qualification, except
where the failure to be so qualified could not reasonably be expected to have a
Material Adverse Effect. Each of its Subsidiaries is a corporation, limited
partnership or limited liability company duly formed or organized, as
applicable, validly existing and in good standing under the laws of the state of
its formation or organization, as applicable. Each of its Subsidiaries is in
good standing and is qualified to do business in each jurisdiction where its
ownership or lease of Property or the conduct of its business requires such
qualification, except where the failure to be so qualified could not reasonably
be expected to have a Material Adverse Effect. The General Partner is a limited
liability company duly organized, validly existing and in good standing under
the laws of the state of Delaware. The General Partner is in good standing and
is qualified to do business in each jurisdiction where its ownership or lease of
Property or conduct of its business requires such qualification, except where
the failure to be so qualified could not reasonably be expected to have a
Material Adverse Effect.

                                      -41-

<PAGE>

      (b) Each of the Borrower and its Subsidiaries have all requisite power and
authority to own or lease and operate their respective properties and to carry
on their business as now conducted and as proposed to be conducted.

      (c) On the date of this Agreement, the Borrower has no Subsidiaries other
than those listed on Schedule 4.01. Schedule 4.01 correctly lists the names,
ownership, jurisdictions of incorporation or formation of each of the Borrower's
Subsidiaries as of the date of this Agreement. Except for the Restricted
Subsidiary, all of the Borrower's Subsidiaries are Guarantors.

      Section 4.02 Authorization. The execution, delivery, and performance by
the Borrower and each of the Guarantors of this Agreement, the Notes, and the
other Credit Documents to which it is a party and the consummation of the
transactions contemplated hereby and thereby (a) are within the Borrower's or
such Guarantor's powers, (b) have been duly authorized by all necessary
partnership proceedings, corporate actions, or limited liability company
actions, as applicable, (c) do not contravene, violate, conflict with or result
in the breach of, or constitute a default under, as applicable, (i) the Borrower
Partnership Agreement or such Guarantor's organizational documents, as
applicable, (ii) any Legal Requirement binding on or affecting the Borrower or
any Guarantor, or (iii) any material loan agreement, indenture, mortgage, deed
of trust or lease, or any other material contract or instrument binding on or
affecting the Borrower or any Guarantor or any of their respective properties,
and (d) will not result in or require the creation or imposition of any Lien
prohibited by this Agreement. At the time of the making of any Advances or the
issuance, increase, or extension of any Letter of Credit, such Advances or
Letter of Credit and the use of the proceeds of such Advances or Letter of
Credit will (A) be within the Borrower's partnership powers, (B) have been duly
authorized by all necessary partnership action, (C) not contravene, violate,
conflict with or result in the breach of, or constitute a default under, as
applicable, (x) the Borrower Partnership Agreement, (y) any Legal Requirement
binding on or affecting the Borrower, or (z) any material loan agreement,
indenture, mortgage, deed of trust or lease, or any other material contract or
instrument binding on or affecting the Borrower or any of its properties, and
(D) will not result in or require the creation or imposition of any Lien
prohibited by this Agreement.

      Section 4.03 Governmental Approvals; Third Party Consents. No consent,
order, authorization or approval or other action by, and no notice to or filing
with, any Governmental Authority or any Person (other than the filings and
notices required under or in connection with the Security Documents) is required
for (a) the ownership, operation and maintenance of the Borrower's or its
Subsidiaries' Property, except for (i) such consents, orders, authorizations,
approvals, other actions, notices and filings as have been duly obtained, taken,
given or made and are in full force and effect and with which the Borrower and
its Subsidiaries are in compliance in all material respects, or (ii) such
consents, orders, authorizations, approvals, other actions, notices and filings
for which the failure to obtain, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect, (b) the due execution,
delivery and performance by the Borrower or the Guarantors of this Agreement,
the Notes, or the other Credit Documents, or (c) the consummation of the
transactions contemplated hereby or thereby. At the time of the making of the
Advances, no authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority or Person will be required for the
making of, or the use of the proceeds of such Borrowings or the granting of the
Liens under the

                                      -42-

<PAGE>

Security Documents (other than filings and notices required under or in
connection with the Security Documents). No consent, order, authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority or any Person (other than the filings and notices required under or in
connection with the Security Documents) is required for the foreclosure or
exercise of remedies by the Administrative Agent under the Security Documents.

      Section 4.04 Enforceable Obligations. This Agreement, the Notes, and the
other Credit Documents have been duly executed and delivered by the Borrower and
each of the Guarantors to which any of them is a party. Each Credit Document is
the legal, valid, and binding obligation of the Borrower and each of the
Guarantors enforceable against the Borrower and each of the Guarantors in
accordance with its terms, except as such enforceability may be limited by any
applicable bankruptcy, insolvency, reorganization, moratorium, or similar law
affecting creditors' rights generally and general equitable principles (whether
considered in a proceeding in equity or at law).

      Section 4.05 Financial Statements. The Borrower has delivered to the
Administrative Agent and the Banks copies of the Borrower Financial Statements,
and the Borrower Financial Statements are accurate and complete in all material
respects and present fairly, on a pro forma basis, the consolidated financial
condition of the Limited Partner and its consolidated Subsidiaries as of their
respective dates and for their respective periods in accordance with GAAP. As of
the date of the Interim Financial Statements, there were no material contingent
obligations, liabilities for taxes, unusual forward or long term commitments, or
unrealized or anticipated losses of the Borrower or any of its Subsidiaries,
except as disclosed therein and adequate reserves for such items have been made
in accordance with GAAP. All projections, estimates, and pro forma financial
information furnished by the Borrower were prepared on the basis of assumptions,
data, information, tests, or conditions believed to be reasonable at the time
such projections, estimates, and pro forma financial information were furnished.
Since the date of the Interim Financial Statements, no Material Adverse Effect
has occurred, and no event or circumstance that could reasonably be expected to
cause a Material Adverse Effect has occurred.

      Section 4.06 True and Complete Disclosure. All factual information
heretofore or contemporaneously furnished by or on behalf of the Borrower, any
of its Subsidiaries or any of the Partners in writing to the Administrative
Agent and the Banks for purposes of or in connection with this Agreement, any
other Credit Document, or any transaction contemplated hereby or thereby is, and
all other such factual information (taken as a whole) hereafter furnished by or
on behalf of the Borrower, any of its Subsidiaries or any of the Partners in
writing to the Administrative Agent and the Banks will be, true and accurate in
all material respects on the date as of which such information is dated or
certified and not incomplete by omitting to state any material fact necessary to
make such information (taken as a whole) not misleading at such time.

      Section 4.07 Litigation. Except as set forth on Schedule 4.07, there is no
pending or, to the best knowledge of the Borrower or any of its Subsidiaries,
threatened action or proceeding against the Borrower, any of its Subsidiaries or
any of the Partners before any court, Governmental Authority or arbitrator,
including, without limitation, the FERC or any equivalent state regulatory
agency, which could reasonably, individually or in the aggregate, be expected to
have a Material Adverse Effect or which purports to affect the legality,
validity, binding effect or enforceability of this Agreement, the Notes, or any
other Credit Document. Additionally, there

                                      -43-

<PAGE>

is no pending or, to the knowledge of any Responsible Officer, threatened action
or proceeding instituted against the Borrower, any of its Subsidiaries, or any
Partner which seeks to adjudicate the Borrower, any of its Subsidiaries, or any
Partner as bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee or other similar official for it or
for any substantial part of its Property.

      Section 4.08 Use of Proceeds. The proceeds of the Borrowings will be used
by the Borrower for (a) working capital purposes, (b) Acquisitions and the
development of new projects (c) general corporate purposes, (d) the Closing
Distribution, and (e) the Distribution Payments in compliance with Section 6.05.
The Borrower is not engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock (within the meaning of Regulation U). No
proceeds of the Borrowings will be used to purchase or carry any margin stock in
violation of Regulations D, T, U, or X.

      Section 4.09 Investment Company Act. None of the General Partner, the
Limited Partner, the Borrower or any of its Subsidiaries is an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.

      Section 4.10 Public Utility Holding Company Act. None of the General
Partner, the Limited Partner, the Borrower or any of the Borrower's Subsidiaries
shall be or shall become subject to regulations (a) as a "holding company", or a
"Subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "Subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended, (b) under the
Federal Power Act, as amended, (c) as a "public utility" or "public service
corporation" or the equivalent under the applicable law of any state, or (d)
under the applicable laws of any state relating to public utilities or public
service corporations.

      Section 4.11 Taxes. All federal, state, local and foreign tax returns,
reports and statements required to be filed (after giving effect to any
extension granted in the time for filing) by the Borrower or any member of the
Controlled Group (hereafter collectively called the "Tax Group") have been filed
with the appropriate Governmental Authority in all jurisdictions in which such
returns, reports, and statements are required to be filed, and all taxes (which
are material in amount) and other impositions due and payable have been timely
paid prior to the date on which any fine, penalty, interest, late charge or loss
may be added thereto for non-payment thereof except (a) where contested in good
faith and by appropriate proceedings or (b) to the extent the failure to pay
such, individually or in the aggregate, could not reasonably be expected to have
a Material Adverse Effect. Neither the Borrower nor any member of the Tax Group
has given, or been requested to give, a waiver of the statute of limitations
relating to the payment of any federal, state, local or foreign taxes or other
impositions. None of the Property owned by the Borrower or any other member of
the Tax Group is Property which the Borrower or any member of the Tax Group is
required to treat as being owned by any other Person pursuant to the provisions
of Section 168(f)(8) of the Code. Proper and accurate amounts have been withheld
by the Borrower and all other members of the Tax Group from their employees for
all periods to comply in all material respects with the tax, social security and
unemployment

                                      -44-

<PAGE>

withholding provisions of applicable federal, state, local and foreign law.
Timely payment of all sales and use taxes required by applicable law have been
made by the Borrower and all other members of the Tax Group, except to the
extent that the failure to pay such, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

      Section 4.12 Pension Plans; ERISA. All Plans are in compliance in all
material respects with all applicable provisions of ERISA. No Termination Event
has occurred with respect to any Plan, and each Plan has complied with and been
administered in all material respects in accordance with applicable provisions
of ERISA and the Code. No "accumulated funding deficiency" (as defined in
Section 302 of ERISA) has occurred and there has been no excise tax imposed
under Section 4971 of the Code. No Reportable Event has occurred with respect to
any Multiemployer Plan, and each Multiemployer Plan has complied with and been
administered in all material respects with applicable provisions of ERISA and
the Code. Neither the Borrower nor any member of the Controlled Group has had a
complete or partial withdrawal from any Multiemployer Plan for which there is
any withdrawal liability. As of the most recent valuation date applicable
thereto, neither the Borrower nor any member of the Controlled Group would
become subject to any liability under ERISA if the Borrower or any member of the
Controlled Group has received notice that any Multiemployer Plan is insolvent or
in reorganization. Based upon GAAP existing as of the date of this Agreement and
current factual circumstances, the Borrower has no reason to believe that the
annual cost during the term of this Agreement to the Borrower or any member of
the Controlled Group for post-retirement benefits to be provided to the current
and former employees of the Borrower or any member of the Controlled Group under
Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA)
could, in the aggregate, reasonably be expected to cause a Material Adverse
Change.

      Section 4.13 Insurance. The Borrower and its Subsidiaries carry the
insurance required to be carried under Section 5.02 of this Agreement.

      Section 4.14 No Burdensome Restrictions; No Defaults. None of the
Borrower, any of its Subsidiaries, the General Partner, or the Limited Partner
is a party to any indenture, loan or credit agreement or any lease or other
agreement or instrument or subject to any charter or partnership restriction or
provision of any Legal Requirement which could reasonably, individually or in
the aggregate, be expected to have a Material Adverse Effect or which could
affect the legality, validity, binding effect or enforceability of this
Agreement, the Notes, or any other Credit Document. Except as set forth on
Schedule 4.14, none of the Borrower, any of its Subsidiaries, the General
Partner, or the Limited Partner is in default under or with respect to any
material contract, agreement, lease or other instrument to which the Borrower,
any of its Subsidiaries, the General Partner, or the Limited Partner is a party.

      Section 4.15 Environmental Condition. Except for matters that,
individually or in the aggregate, (i) do not materially interfere with the
ordinary conduct of Business, (ii) do not materially detract from the value or
the use of the portion of the Pipeline Systems affected thereby and (iii) could
not reasonably be expected to have a Material Adverse Effect:

      (a) Permits, Etc. The Borrower and each of its Subsidiaries (i) have
obtained all Environmental Permits necessary for the ownership and operation of
its real properties and the conduct of its Business; (ii) have been and are in
compliance with all terms and conditions of

                                      -45-

<PAGE>

such Environmental Permits and with all other requirements of applicable
Environmental Laws; (iii) have not received written notice of any violation or
alleged violation of any Environmental Law or Environmental Permit; and (iv) are
not subject to any actual or contingent Environmental Claim.

      (b) Certain Liabilities. None of the present or previously owned or
operated real properties of the Borrower and each of its Subsidiaries, wherever
located, (i) are on or, to the Borrower's knowledge, are proposed to be placed
on the National Priorities List, the Comprehensive Environmental Response
Compensation Liability Information System list, or their state or local analogs,
or are otherwise designated, listed, or identified or, to the knowledge of the
Borrower or any of its Subsidiaries, investigated as a potential site for
removal, remediation, cleanup, closure, restoration, reclamation, or other
response activity under any Environmental Laws; (ii) are subject to a Lien,
arising under or in connection with any Environmental Laws, that attaches to any
revenues or to any real property owned or operated by the Borrower or any of its
Subsidiaries wherever located; or (iii) have been the site of any Release of
Hazardous Substances from present or past operations which has caused at the
site or at any third-party site any condition that has resulted in or could
reasonably be expected to result in the need for any Response.

      (c) Certain Actions. Without limiting the foregoing, (i) all necessary
notices have been properly filed, and no further action is required under
current Environmental Law as to each Response or other restoration or remedial
project taken by the Borrower or any of its Subsidiaries on any of their
presently or formerly owned or operated real property and (ii) there is no
material present and future liability, if any, of the Borrower and its
Subsidiaries which could reasonably be expected to arise in connection with
requirements under Environmental Laws. None of the Borrower or any of its
Subsidiaries has knowingly or willfully permitted the commission of waste or
other injury or released Hazardous Substances on or about owned or operated
property in violation of applicable Environmental Laws.

      Section 4.16 Permits, Licenses, etc. The Borrower and each of its
Subsidiaries possesses all authorizations, permits, licenses, patents, patent
rights or licenses, trademarks, trademark rights, trade names rights and
copyrights which are necessary to conduct the Business. Each of the Borrower and
its Subsidiaries manages and operates its business in accordance with all
applicable Legal Requirements. No violations exist or have been recorded in
respect of such authorizations, permits, licenses, patents, patent rights or
licenses, trademarks, trademark rights, trade names rights and copyrights,
including, without limitation, any known conflict with the valid trademarks,
trade names, copyrights or licenses of others which could, individually or in
the aggregate, have a Material Adverse Effect.

      Section 4.17 Security Interests. The Borrower [include any other Guarantor
that is as well] is a "transmitting utility" within the meaning of Section
9.501(b) of the Delaware Uniform Commercial Code. On the date of this Agreement,
all governmental actions and all other filings, recordings, registrations, third
party consents and other actions which are necessary to create and perfect the
Liens provided for in the Security Documents will have been made, obtained and
taken in all relevant jurisdictions, or satisfactory arrangements will have been
made for all governmental actions and all other filings, recordings,
registrations, third party consents, and other actions which are necessary to
create and perfect the Liens provided for in the Security

                                      -46-

<PAGE>

Documents to be made, obtained, or taken in all relevant jurisdictions. Upon the
filing of the Security Documents, each of the Security Documents creates, as
security for the Obligations purported to be secured thereby, an Acceptable
Security Interest.

      Section 4.18 Title, Etc.

      (a) The Borrower and each of its Subsidiaries have good and marketable
title in all of their respective Property, including, without limitation, the
real and personal property described in each of the Mortgages, as is necessary
to operate the Business as reflected in the Borrower Financial Statements and as
described in the Registration Statement, and none of such Property is subject to
any Lien, except Permitted Liens.

      (b) The Pipeline Systems are covered by recorded fee deeds, rights of way,
easements, leases, servitudes, permits, licenses, or other instruments
(collectively, "rights of way") in favor of the Borrower or its Subsidiaries (or
their predecessors in interest) and their respective successors and assigns,
except where the failure of the Pipeline Systems to be so covered, individually
or in the aggregate, (i) does not materially interfere with the ordinary conduct
of Business, (ii) does not materially detract from the value or the use of the
portion of the Pipeline Systems which are not covered and (ii) could not
reasonably be expected to have a Material Adverse Effect. The rights of way
establish a contiguous and continuous right of way for the Pipeline Systems and
grant the Borrower or its Subsidiaries (or their predecessors in interest) the
right to construct, operate, and maintain the Pipeline Systems in, over, under,
or across the land covered thereby in the same way that a prudent owner and
operator would inspect, operate, repair, and maintain similar assets and in the
same way as the Borrower has inspected, operated, repaired, and maintained the
Pipeline Systems as reflected in the Borrower Financial Statements; provided,
however, (A) some of the rights of way granted to the Borrower or its
Subsidiaries (or their predecessors in interest) by private parties and
Governmental Authorities are revocable at the right of the applicable grantor,
(B) some of the rights of way cross properties that are subject to liens in
favor of third parties that have not been subordinated to the rights of way; and
(C) some rights of way are subject to certain defects, limitations and
restrictions; provided, further, none of the limitations, defects, and
restrictions described in clauses (A), (B) and (C) above, individually or in the
aggregate, (x) materially interfere with the ordinary conduct of Business, (y)
materially detract from the value or the use of the portion of the Pipeline
Systems which are covered or (z) could reasonably be expected to have a Material
Adverse Effect.

      (c) The Terminals are covered by fee deeds, real property leases, or other
instruments (collectively "deeds") in favor of the Borrower or its Subsidiaries
(or their predecessors in interest) and their respective successors and assigns.
The deeds grant the Borrower or its Subsidiaries (or their predecessors in
interest) the right to construct, operate, and maintain the Terminals in, over,
under, and across the land covered thereby in the same way that a prudent owner
and operator would inspect, operate, repair, and maintain similar assets and in
the same way as the Borrower has inspected, operated, repaired, and maintained
the Terminals as reflected in the Borrower Financial Statements.

      (d) There has been no and there is not presently any occurrence of any (i)
breach or event of default on the part of the Borrower or any of its
Subsidiaries with respect to any right of

                                      -47-

<PAGE>

way or deed, (ii) to the knowledge of the Borrower or any of its Subsidiaries,
breach or event of default on the part of any other party to any right of way or
deed, and (iii) event that, with the giving of notice or lapse of time or both,
would constitute such breach or event of default on the part of the Borrower or
any of its Subsidiaries with respect to any right of way or deed or, to the
knowledge of the Borrower or any of its Subsidiaries, on the part of any other
party thereto, in each case, to the extent any such breach or default,
individually or in the aggregate, (A) materially interferes with the ordinary
conduct of Business, (B) materially detracts from the value or the use of the
portion of the Pipeline Systems covered thereby or (C) could reasonably be
expected to have a Material Adverse Effect. The rights of way and deeds (to the
extent applicable) are in full force and effect in all material respects and are
valid and enforceable against the parties thereto in accordance with their terms
(subject to the effect of any applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting
creditors' rights generally and subject, as to enforceability to the effect of
general principles of equity) and all rental and other payments due thereunder
by the Borrower, its Subsidiaries, and their predecessors in interest have been
duly paid in accordance with the terms of the deeds and rights of way (as such
terms are defined in this Section 4.18) except to the extent that a failure to
do so, individually or in the aggregate, (x) does not materially interfere with
the ordinary conduct of Business, (y) does not materially detract from the value
or the use of the portion of the Pipeline Systems covered thereby and (z) could
not reasonably be expected to have a Material Adverse Effect.

      (e) The Pipeline Systems are located within the confines of the rights of
way and do not encroach upon any adjoining property in any one or more material
respects. The Terminals are located within the boundaries of the property
affected by the deeds, leases or other instruments to the Borrower or its
Subsidiaries and do not encroach upon any adjoining property in any one or more
material respects. The buildings and improvements owned or leased by the
Borrower and its Subsidiaries, and the operation and maintenance thereof, do not
(i) contravene any applicable zoning or building law or ordinance or other
administrative regulation or (ii) violate any applicable restrictive covenant or
any Legal Requirement, the contravention or violation of which would materially
affect the use of the property subject thereto.

      (f) The material Properties used or to be used in the Business or the
continuing operations of the Borrower and each of its Subsidiaries are in good
repair, working order, and condition, normal wear and tear excepted. Neither the
Business nor the Properties of the Borrower or any of its Subsidiaries has been
affected in any material and adverse manner as a result of any fire, explosion,
earthquake, flood, drought, windstorm, accident, strike or other labor
disturbance, embargo, requisition or taking of Property or cancellation of
contracts, permits or concessions by a Governmental Authority, riot, activities
of armed forces or acts of God or of any public enemy.

      (g) No eminent domain proceeding or taking has been commenced or, to the
knowledge of the Borrower or any of its Subsidiaries, is contemplated with
respect to all or any portion of the Pipeline Systems or the Terminals except
for that which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

      (h) No portion of the Pipeline Systems or the Terminals has, since the
date of this Agreement, suffered any material damage by fire or other casualty
loss that has not heretofore

                                      -48-

<PAGE>

been repaired and restored. No portion of the Terminals is located in a special
flood hazard area as designated by any Governmental Authority.

      Section 4.19 State and Federal Regulation.

      (a) The interstate common carrier pipeline operations comprising a portion
of the Pipeline Systems (the "Borrower Interstate Pipelines") are subject to
rate regulation by the FERC under the Interstate Commerce Act and the Energy
Policy Act. With respect to that certain portion of the Borrower Interstate
Pipelines that is located between Artesia, New Mexico and El Paso, Texas, (i)
the rates on file with the FERC are just and reasonable pursuant to the Energy
Policy Act and (ii) to the knowledge of the Borrower, no provision of the tariff
containing such rates is unduly discriminatory or preferential. Except as set
forth on Schedule 4.19(a), neither the Borrower, the Parent, any of the
Borrower's Subsidiaries, nor any other Person that now owns or has owned an
interest in any of the Borrower Interstate Pipelines has been or is the subject
of a complaint, investigation or other proceeding regarding their respective
rates or practices with respect to the Borrower Interstate Pipelines. No such
complaint, petition, or other filing with the FERC, individually or in the
aggregate, could result, if adversely determined to the position or interest of
Borrower or its applicable Subsidiaries, in a Material Adverse Effect.

      (b) With respect to those certain intrastate common carrier pipeline
operations that comprise a portion of the Pipeline Systems, such pipeline
operations in the state of Texas (the "Texas Intrastate Pipelines") are subject
to regulation by the Railroad Commission of Texas. Each of the Borrower and its
Subsidiaries which owns pipelines and conducts pipeline operations in the State
of Texas has followed prudent practice in the refined products transportation
and distribution industries, as applicable, regarding the setting of rates for
services provided and the implementation of such rates. To the Borrower's
knowledge, the rates charged by Borrower and its Subsidiaries with respect to
the Texas Intrastate Pipelines, as reflected in the Borrower Financial
Statements, provide no more than a fair return on the aggregate value of the
property used to render services on the Texas Intrastate Pipelines, and to the
Borrower's knowledge, neither Borrower nor any of its Subsidiaries uses,
charges, imposes, or implements, or has previously done any of the foregoing in
a discriminatory way. The Borrower's and its Subsidiaries pipeline operations in
the state of Idaho and in the state of New Mexico do not constitute intrastate
common carrier pipeline operations and are not subject to regulation by the
Idaho Public Utilities Commission or the New Mexico Public Regulation
Commission. Except as set forth on Schedule 4.19(b), neither the Borrower, the
Parent, any of the Borrower's Subsidiaries, nor any other party that now owns or
has owned an interest in any of the Texas Intrastate Pipelines has been or is
the subject of a complaint, investigation or other proceeding regarding their
respective rates or practices with respect to the Texas Intrastate Pipelines.

      Section 4.20 FERC.

      (a) Each of the Borrower and its Subsidiaries is in compliance, in all
material respects, with all rules, regulations and orders of the FERC and all
State Pipeline Regulatory Agencies applicable to the Pipeline Systems.

                                      -49-

<PAGE>

      (b) As of the date of this Agreement, none of the Borrower or its
Subsidiaries is liable for any refunds or interest thereon as a result of an
order from the FERC or any other Governmental Authority with jurisdiction over
the Pipeline Systems.

      (c) The Borrower's and any applicable Subsidiary's report on Form 6 filed
with the FERC complies as to form with all applicable legal requirements and
does not contain any untrue statement of a material fact or omit to state a
material fact required to make the statements therein not misleading.

      (d) Without limiting the generality of Section 4.16 of this Agreement, no
certificate, license, permit, consent, authorization or order (to the extent not
otherwise obtained) is required by the Borrower or any of its Subsidiaries from
any Governmental Authority to construct, own, operate and maintain the Pipeline
Systems, or to transport and/or distribute Refined Products under existing
contracts and agreements as the Pipeline Systems are presently owned, operated
and maintained.

      Section 4.21 Title to Refined Products. None of the Borrower or any of its
Subsidiaries have title to any of the Refined Products or other petroleum
products which are transported and/or distributed through the Pipeline Systems.

      Section 4.22 Employee Matters. None of the Borrower, any of its
Subsidiaries, or any of their respective employees are subject to any collective
bargaining agreement, and no petition for certification or union election is
pending with respect to the employees of the Borrower or any of its Subsidiaries
and, no union or collective bargaining unit has sought such certification or
recognition with respect to the employees of the Borrower or any of its
Subsidiaries. There are no strikes, slowdowns, work stoppages, or controversies
pending or, to the knowledge of the Borrower, threatened against the Borrower or
any of its Subsidiaries which could have, either individually or in the
aggregate, a Material Adverse Effect.

      Section 4.23 Ownership.

      (a) As of the date hereof, the General Partner is the sole general partner
of the Borrower, and the Limited Partner is the sole limited partner of the
Borrower. As of the date hereof, (i) the General Partner is the legal and
beneficial owner of 0.001% of the partnership interests in the Borrower, and
(ii) the Limited Partner is the legal and beneficial owner of 99.999% of the
limited partnership interests in the Borrower and 100% of the membership
interests in the General Partner. No part of the partnership interests in the
Borrower or the membership interests of the General Partner is subject to any
Lien, other than in favor of the Administrative Agent. The Borrower Partnership
Agreement has not been further amended, restated, supplemented, or revised other
than in accordance with the terms of Section 6.09.

      (b) As of the date hereof, the Equity Interests in the Guarantors and its
Subsidiaries are legally and beneficially owned by the Persons, and by such
Persons in the percentages, specified in Schedule 1.01(d). No part of such
Equity Interests is subject to any Lien, other than in favor of the
Administrative Agent.

      Section 4.24 Solvency.

                                      -50-

<PAGE>

      (a) Immediately before and immediately after the execution of this
Agreement and immediately before and immediately after any Borrowing under this
Agreement, (i) on a pro forma basis, the assets of the Borrower and its
Subsidiaries on a Consolidated basis, at a fair valuation, exceeds the debts and
liabilities, subordinated, contingent or otherwise, of the Borrower and its
Subsidiaries on a Consolidated basis; (ii) the present fair saleable value of
the Property of the Borrower and its Subsidiaries on a Consolidated basis is
greater than the amount that would be required to pay the probable liability of
the Borrower and its Subsidiaries on a Consolidated basis on their debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (iii) the Borrower and its
Subsidiaries on a Consolidated basis can pay their debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (iv) the Borrower and its Subsidiaries on a
Consolidated basis do not have unreasonably small capital with which to conduct
the Business as reflected in the Borrower Financial Statements, as the Business
is now conducted, and as the Business is proposed to be conducted after the
dates, from time to time, at which the representation in this Section 4.24(a)
speaks.

      (b) The Borrower does not intend to, or to permit any of its Subsidiaries
to, and does not believe that it or any of its Subsidiaries will, incur debts
beyond its ability to pay such debts as they mature, taking into account the
timing of and amounts of cash to be received by it or any such Subsidiary and
the timing of the amounts of cash to be payable on or in respect of its Debt or
the Debt of such Subsidiary.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

      So long as any Note or any amount under any Credit Document shall remain
unpaid, any Letter of Credit shall remain outstanding, or any Bank shall have
any Commitment hereunder, the Borrower agrees to comply with the following
covenants.

      Section 5.01 Compliance with Laws, Etc. The Borrower will, and will cause
its Subsidiaries to, comply in all material respects with all Legal
Requirements. Without limitation of the foregoing, the Borrower shall, and shall
cause its Subsidiaries and, shall use reasonable efforts to cause each lessee or
other Person operating or occupying any of its properties, to (i) comply, in all
material respects with all applicable Environmental Laws and Environmental
Permits, (ii) obtain and renew when needed all Environmental Permits necessary
for its operations and properties, (iii) conduct any investigation, study,
sampling, or testing required by applicable Environmental Laws and (iv)
undertake any cleanup, removal, remedial and other action necessary to remove
and clean up all Hazardous Substances from any of its properties, in accordance
with the requirements of all Environmental Laws.

      Section 5.02 Maintenance of Insurance.

      (a) Policies and Certificates. The Borrower shall, and shall cause its
Subsidiaries to, procure and maintain or shall cause to be procured and
maintained continuously in effect policies of insurance in form and amounts and
issued by financially sound insurance companies as is customary for companies in
the same or similar businesses. Upon request of the Administrative

                                      -51-

<PAGE>

Agent, summaries or copies of all policies or certificates thereof, and
endorsements and renewals thereof of the Borrower and its Subsidiaries shall be
delivered to and retained by the Administrative Agent. All such policies of
insurance shall either have attached thereto a Bank's Loss Payable Endorsement
for the benefit of the Administrative Agent for its benefit and the ratable
benefit of the Banks, as loss payee in form reasonably satisfactory to the
Administrative Agent in its sole discretion or shall name the Administrative
Agent as an additional insured, as applicable. All policies or certificates of
insurance shall set forth the coverage, the limits of liability, the name of the
carrier, the policy number, and the period of coverage. All such policies of the
Borrower and its Subsidiaries shall contain a provision that notwithstanding any
contrary agreements between the Borrower, its Subsidiaries and the applicable
insurance company, such policies will not be canceled, allowed to lapse without
renewal, surrendered or amended (which provision shall include any reduction in
the scope or limits of coverage) without at least thirty days' prior written
notice to the Administrative Agent.

      (b) Notice of Casualty Events, Etc. Promptly upon obtaining knowledge
thereof, the Borrower shall notify the Administrative Agent of any material
casualty to the Collateral, including all casualties to the Collateral where the
aggregate damage to the Collateral could exceed $5,000,000. With respect to any
potential claims under any business interruption, property, or environmental
insurance maintained by the Borrower in excess of such amount, after the
occurrence and during the continuance of an Event of Default, the Administrative
Agent may, but shall not be required to, in consultation with the Borrower, make
proof of loss under, settle and adjust any claims under, and receive the
proceeds under any such property insurance or direct the Borrower to take such
actions at the direction of the Administrative Agent, and the reasonable
expenses incurred by the Administrative Agent in adjustment and collection of
such proceeds shall be paid by the Borrower. The Administrative Agent shall not
be liable or responsible for failure to collect or exercise diligence in the
collection of any proceeds.

      (c) Payments. The insurance proceeds received on account of any loss,
damage, destruction or other casualty (i) if any Event of Default has occurred
and is continuing, shall be applied as a mandatory prepayment of the Advances or
(ii) (A) if no Event of Default has occurred and is continuing, (B) the Borrower
desires to rebuild, restore, or replace such property and (C) the rebuilding,
restoration, or replacement can be and is completed within two hundred and
seventy days after receipt of such proceeds or if such rebuilding, restoration,
or replacement is not completed within such two hundred and seventy day period,
the Borrower during such period has continued to work diligently to complete
such rebuilding, restoration, or replacement as determined in the Administrative
Agent's sole but reasonable discretion, then such proceeds shall be delivered to
the Borrower or the applicable Guarantor to be applied to pay for the cost of
repair, restoration, or replacement of the Collateral subject to such loss,
damage, destruction or other casualty, which Collateral shall be so repaired,
restored, or replaced as to be of at least equal value and substantially the
same character as prior to such loss, damage, destruction or other casualty. In
the event that the any such proceeds are paid to the Borrower or any such
Guarantor in violation of the foregoing, the Borrower or such Guarantor shall
hold the proceeds in trust for the Administrative Agent, segregate the proceeds
from the other funds of the Borrower or such Guarantor, and promptly pay the
proceeds to the Administrative Agent with any necessary endorsement. Upon the
request of the Administrative Agent, after the occurrence and during the
continuance of any Event of Default, the Borrower or any such Subsidiary shall
execute and deliver to the Administrative Agent any additional assignments and
other documents

                                      -52-

<PAGE>

as may be reasonably necessary to enable the Administrative Agent to directly
collect the proceeds.

      Section 5.03 Preservation of Existence, Etc. Except as otherwise permitted
by Section 6.04, the Borrower will, and will cause its Subsidiaries to, preserve
and maintain their existence, rights, franchises and privileges in the
jurisdiction of their formation, and qualify and remain qualified to do business
and as is otherwise required in each jurisdiction in which such qualification is
necessary or desirable in view of its business and operations or the ownership
of its Properties; provided, however, that neither Borrower nor any of its
Subsidiaries shall be required to preserve any such right or franchise if the
general partner, board of directors or equivalent body of the Borrower or such
Subsidiary determines that the preservation thereof is no longer desirable in
the conduct of the business of the Borrower or such Subsidiary, as applicable,
and if the loss of any such right or franchise is not disadvantageous in any
material respect to the Banks.

      Section 5.04 Payment of Taxes, Etc. The Borrower will, and will cause its
Subsidiaries to, pay and discharge before the same shall become delinquent (a)
all taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or Property and (b) all lawful claims that are
material in amount which, if unpaid, might by law become a Lien upon its
Property; provided, however, that the Borrower and its Subsidiaries shall not be
required to pay or discharge any such tax, assessment, charge, levy, or claim
(i) which is being contested in good faith and by appropriate proceedings, and
with respect to which reserves in conformity with GAAP have been provided or
(ii) to the extent a failure to pay or discharge, individually or in the
aggregate, could not have a Material Adverse Effect.

      Section 5.05 Books and Records; Visitation Rights. The Borrower will keep,
and cause each of its Subsidiaries to keep, proper records and books of account
in which full and correct entries shall be made of all financial transactions
and the assets and business of the Borrower and each of its Subsidiaries, in
accordance with GAAP consistently applied. At any reasonable time and from
time-to-time during normal business hours, upon reasonable prior written notice,
the Borrower will, and will cause its Subsidiaries to, permit the Administrative
Agent and each of the Banks or representatives thereof, to examine and make
copies of and abstracts from the records and books of account of the Borrower
and its Subsidiaries, to visit and inspect at its reasonable discretion the
Properties of the Borrower and its Subsidiaries, and to discuss the affairs,
finances, and accounts of the Borrower and its Subsidiaries with any officers
and directors of the Borrower or its Subsidiaries.

      Section 5.06 Reporting Requirements. The Borrower will furnish to the
Administrative Agent and to each Bank:

      (a) Defaults. As soon as possible and in any event within five days after
the occurrence of each Default known to a Responsible Officer, a statement of a
Responsible Officer setting forth the details of such Default and the actions
which the Borrower has taken and proposes to take with respect thereto;

      (b) Quarterly Financials. As soon as available and in any event not later
than forty-five days after the end of each of the first three quarters of each
fiscal year of the Limited Partner

                                      -53-

<PAGE>

and its Subsidiaries: (i) the unaudited Consolidated and consolidating balance
sheet of the Limited Partner and its Subsidiaries as of the end of such quarter
and the unaudited Consolidated and consolidating statements of income,
operations, changes in partners' capital, retained earnings, and cash flows of
the Limited Partner and its Subsidiaries for the period commencing at the end of
the previous year and ending with the end of such quarter, setting forth (as
applicable) in each case in comparative form the corresponding figures for the
corresponding period of the preceding fiscal year, all in reasonable detail and
duly certified with respect to such statements (subject to year-end audit
adjustments) by the chief financial officer of the General Partner as having
been prepared in accordance with GAAP, and (ii) together with the unaudited
financials required above, a Compliance Certificate executed by the chief
financial officer of the Borrower;

      (c) Audited Annual Financials. As soon as available and in any event not
later than ninety days after the end of each fiscal year of the Limited Partner:
(i) a copy of the annual audited Consolidated and consolidating balance sheet
for such year for the Limited Partner and its Subsidiaries, and the audited
Consolidated and consolidating statements of income, operations, changes in
partners' capital, retained earnings, and cash flows of the Limited Partner and
its Subsidiaries for such fiscal year, in each case certified without
qualification by an independent certified public accountant of recognized
standing acceptable to the Administrative Agent, together with a certificate of
such accounting firm stating that, in the course of the regular audit of the
Business of the Limited Partner and its Subsidiaries, which audit was conducted
by such accounting firm, either that such accounting firm has obtained no
knowledge that a Default has occurred and is continuing or if in the opinion of
such accounting firm such a Default has occurred and is continuing, a statement
stating that a Default has occurred and is continuing, and (ii) together with
the audited financials required above, a Compliance Certificate executed by the
chief financial officer of the Borrower;

      (d) Management Letters. Promptly upon receipt thereof, a copy of each
formal report or "management letter" submitted to the Borrower by its
independent accountants in connection with any annual, interim or special audit
made by it of the books of the Borrower;

      (e) Monthly Reports. Not later than the fifth Business Day of each
calendar month, commencing on [____________________], an Accounts aging schedule
in form reasonably satisfactory to the Administrative Agent and containing
information current as of the last day of the immediately preceding calendar
month;

      (f) Securities Filings and other Public Information. Promptly and in any
event within ten days after the sending or filing thereof, copies of all proxy
material, filings, reports and other information which the Parent, the Limited
Partner, the Borrower and each of the Borrower's Subsidiaries sends to the
holders of its respective public securities, files with the SEC, or otherwise
makes available to the public or the financial community generally;

      (g) Insurance Certificates. As soon as possible and in any event within
sixty days after the end of each policy year of the Borrower, certificates of
insurance with respect to the insurance policies covering the Borrower and its
Subsidiaries, together with, if requested by the Administrative Agent, copies of
all insurance policies covering the Borrower and its Subsidiaries;

                                      -54-

<PAGE>

      (h) Termination Events. As soon as possible and in any event (i) within 30
days after the Borrower or any member of the Controlled Group knows or has
reason to know that any Termination Event described in clause (a) of the
definition of Termination Event with respect to any Plan has occurred, and (ii)
within 10 days after the Borrower or any of its Affiliates knows or has reason
to know that any other Termination Event with respect to any Plan has occurred,
a statement of a Responsible Officer of the Borrower describing such Termination
Event and the action, if any, which the Borrower or such Affiliate proposes to
take with respect thereto;

      (i) Termination of Plans. Promptly and in any event within two Business
Days after receipt thereof by the Borrower or any member of the Controlled Group
from the PBGC, copies of each notice received by the Borrower or any such member
of the Controlled Group of the PBGC's intention to terminate any Plan or to have
a trustee appointed to administer any Plan;

      (j) Other ERISA Notices. Promptly and in any event within five Business
Days after receipt thereof by the Borrower or any member of the Controlled Group
from a Multiemployer Plan sponsor, a copy of each notice received by the
Borrower or any member of the Controlled Group concerning the imposition or
amount of withdrawal liability pursuant to Section 4202 of ERISA;

      (k) Environmental Notices. Promptly upon the receipt thereof by the
Borrower and its Subsidiaries, a copy of any form of written notice, summons or
citation received from the EPA, or any other Governmental Authority concerning:
(i) violations or alleged violations of Environmental Laws; (ii) any action or
omission on the part of the Borrower or any of its Subsidiaries in connection
with Hazardous Substances which could reasonably result in the imposition of
liability therefor, including without limitation any notice of potential
responsibility under CERCLA; or (iii) concerning the filing of a Lien upon,
against or in connection with the Borrower, its Subsidiaries, or any of their
leased or owned Property, wherever located;

      (l) Regulatory Notices. Promptly and in any event within five Business
Days after receipt thereof by the Borrower and its Subsidiaries, a copy of any
form of notice, summons, citation, proceeding or order received from the FERC or
any other Governmental Authority concerning the regulation of any material
portion of the Pipeline Systems;

      (m) Other Notices. Promptly and in any event within five Business Days
after receipt thereof by the Borrower and its Subsidiaries, a copy of (i) any
written notice, summons, citation, or proceeding from a Governmental Authority
that could reasonably be expected to cause a Material Adverse Effect, (ii) any
of the foregoing items that seeks to modify, revoke, or suspend any material
license, permit or agreement or renewal thereof, and (iii) any written notice,
summons, or citation with respect to the commencement of any legal proceedings
affecting the Borrower's or its Subsidiaries' title to the Collateral or the
Administrative Agent's Lien or security interest in such Collateral, or any part
thereof.

      (n) Material Changes. Prompt written notice of any condition or event of
which the Borrower or any of its Subsidiaries has knowledge, which condition or
event has resulted or may reasonably be expected to result in (i) a Material
Adverse Effect, or (ii) a breach of or noncompliance with any material term,
condition, or covenant of any material contract to which the Borrower or any of
its Subsidiaries is a party or by which their Properties may be bound

                                      -55-

<PAGE>

which breach or noncompliance could reasonably be expected to result in a
Material Adverse Effect;

      (o) Disputes, etc. Prompt written notice of (i) any litigation or
proceedings existing, or to the knowledge of the Borrower or any of its
Subsidiaries, threatened or affecting the Borrower or any of its Subsidiaries or
the Collateral which, if adversely determined, could reasonably be expected to
have a Material Adverse Effect or any material labor controversy of which the
Borrower or any of its Subsidiaries has knowledge resulting in or reasonably
considered to be likely to result in a strike against the Borrower or any
Subsidiary of the Borrower and (ii) any claim, judgment, Lien or other
encumbrance (other than a Permitted Lien) affecting any Property of the Borrower
or any Subsidiary of the Borrower, if the value of the claim, judgment, Lien, or
other encumbrance affecting such Property shall exceed $1,000,000;

      (p) Acquisition Information. As soon as available but in any event at
least prior to the closing of any material Acquisition, copies of the definitive
documents regarding the acquired assets, including any schedules reflecting
litigation liabilities, environmental liabilities, and other assumed
liabilities, and any other information regarding the acquired assets as the
Administrative Agent may reasonably request; and

      (q) Other Information. Such other information respecting the business or
Properties, or the condition or operations, financial or otherwise, of the
Borrower, any of its Subsidiaries, and any Partner, as the Administrative Agent
or any Bank may from time-to-time reasonably request.

Documents required to be delivered pursuant to Sections 5.06(b)(i), 5.06(c)(i)
or 5.06(f) may be delivered electronically with a posting on the Borrower's
website on the Internet or any other Internet or intranet website to which each
Bank and the Administrative Agent has access, and if so delivered, shall be
deemed to have been delivered (i) with respect to the financials required to be
delivered pursuant to 5.06(b)(i) and 5.06(c)(i), on the date that the Borrower
delivers the Compliance Certificates to the Administrative Agent as required
under Section 5.06(b)(ii) and 5.06(c)(ii), and (ii) with respect to the
documents required to be delivered pursuant to Section 5.06(f), on the date that
the Borrower delivers a written notification to the Administrative Agent that
such documents have been posted on such Internet or intranet website; provided
that, the Borrower shall deliver paper copies of such documents to the
Administrative Agent or any Bank that requests the Borrower to deliver such
paper copies until a written a written request to cease delivering paper copies
is given by the Administrative Agent or such Lender.

      Section 5.07. Maintenance of Property. The Borrower will, and will cause
the its Subsidiaries to, maintain its owned, leased, or operated Properties that
are necessary for the conduct of its business in good condition and repair,
ordinary wear and tear excepted. Additionally, the Borrower will, and will cause
its Subsidiaries to, abstain from causing and not permit the occurrence of
pollution, contamination or any other condition in, on or about its owned,
leased or operated Property involving the Environment that could reasonably be
expected to result in Response activities.

      Section 5.08. Maintenance of Pipeline Systems and Terminals. The Borrower
will, and will cause its Subsidiaries to (a) maintain or cause the maintenance
of the interests and rights (i)

                                      -56-

<PAGE>

which are necessary to maintain the rights of way for the Pipeline Systems and
to maintain the Terminals, each as reflected in the Borrower Financial
Statements and (ii) which individually or in the aggregate, could, if not
maintained, reasonably be expected to have a Material Adverse Effect, (b)
subject to the Permitted Liens, maintain the Pipeline Systems within the
confines of the rights of way without material encroachment upon any adjoining
property and maintain the Terminals within the boundaries of the deeds and
without material encroachment upon any adjoining property, (c) maintain such
rights of ingress and egress necessary to permit the Borrower and its
Subsidiaries to inspect, operate, repair, and maintain the Pipeline Systems and
the Terminals to the extent that failure to maintain such rights, individually
or in the aggregate, could reasonably be expected to have a Material Adverse
Effect and provided that the Borrower or any of its Subsidiaries may hire third
parties to perform these functions, and (d) maintain all material agreements,
licenses, permits, and other rights required for any of the foregoing described
in clauses (a), (b), and (c) of this Section 5.08 in full force and effect in
accordance with their terms, timely make any payments due thereunder, and
prevent any default thereunder which could result in a termination or loss
thereof, except any such failure to pay or default that could not reasonably,
individually or in the aggregate, be expected to cause a Material Adverse
Effect.

      Section 5.09. State Regulatory Authority. The Borrower shall, and shall
cause its Subsidiaries to, not knowingly take any action or permit the Borrower
or any of its Subsidiaries to take any action which could cause the Borrower's
or any of its Subsidiaries' Business which is not already so regulated or
treated to be (a) regulated as a "utility", "public utility" or a "gas utility"
by any State Pipeline Regulatory Agency; (b) deemed to be providing any service
that would require the prior approval of any State Pipeline Regulatory Agency in
order to discontinue or abandon such service; (c) within the meaning of the
regulations of any State Pipeline Regulatory Agency be deemed to be (i) charging
a "residential rate" or "commercial rate", or (ii) providing "gas utility
service to residential and small commercial customers" (within the meaning of
Section 7.45 of the Rules of the Railroad Commission of Texas); or (d) subject
to FERC jurisdiction.

      Section 5.10. Additional Subsidiaries. Other than with respect to the
Restricted Subsidiary, the Borrower shall, and shall cause each of its
Subsidiaries to, (a) cause any Person (whether now existing or hereafter
created) becoming a Subsidiary of the Borrower to, promptly and in any event no
later than thirty days after such Person becomes a Subsidiary of the Borrower
(i) execute a Guaranty, (ii) execute a Security Agreement, (iii) if such Person
owns any Equity Interests in any other Person, execute a Pledge Agreement, (iv)
if such Person owns any real property, execute a Mortgage, (v) execute such
other Security Documents as the Administrative Agent may reasonably request, and
(vi) provide evidence of corporate authority to enter into such Credit Documents
as the Administrative Agent may reasonably request, including without
limitation, opinions of legal counsel regarding such corporate authority and the
enforceability of such Credit Documents and (b) cause the owners of the Equity
Interests of such new Subsidiary to (i) execute a Pledge Agreement and grant to
the Administrative Agent an Acceptable Security Interest in such Equity
Interests and (ii) provide such evidence of corporate authority to enter into
such Credit Documents as the Administrative Agent may reasonably request,
including without limitation, opinions of legal counsel regarding such corporate
authority and the enforceability of such Credit Documents.

                                      -57-

<PAGE>

      Section 5.11. Agreement to Pledge. The Borrower will, and will cause its
Subsidiaries to, grant to the Administrative Agent an Acceptable Security
Interest in any Property of the Borrower or any Subsidiary now owned or
hereafter acquired; provided that, until the BP Consent is obtained, (i) Navajo
Southern shall not be required to pledge the Equity Interests of the Restricted
Subsidiary owned by it, and (ii) neither the Borrower nor any Subsidiary owning
the Equity Interests of Navajo Southern shall be required to pledge such Equity
Interests. Additionally, if after the date of this Agreement the Borrower or any
of its Subsidiaries purchases an interest in real property, the Borrower or such
Subsidiary shall obtain Acceptable Surveys and Acceptable Title Commitments in
respect of all such acquired real property (other than (i) the Excluded Property
and (ii) real property that consists merely of pipelines or gathering lines).

      Section 5.12. Environmental Remediation and Indemnification. If at any
time any Hazardous Substance is discovered on, under, or about any real property
subject to any Mortgage or any other real property owned or operated by the
Borrower or any of its Subsidiaries ("Other Property") in violation of any
Environmental Law in any material respect, the Borrower will inform the
Administrative Agent of the same and of the Borrower's proposed response as
required under Environmental Law, including, without limitation, the performance
of any required investigatory or remedial activity, and the Borrower will, at
its sole cost and expense, remedy or remove such Hazardous Substances from such
real property or Other Property or the groundwater underlying such real property
or Other Property in accordance with (a) the approval of the appropriate
Governmental Authority, if any such approval is required under Environmental
Laws, and (b) all Environmental Laws. In addition to all other rights and
remedies of the Administrative Agent and the Banks under the Credit Documents,
but subject to the Borrower's or the applicable Subsidiaries' right to contest
the performance of any such response, as further described in this Section 5.12,
if such Hazardous Substances require remediation or removal as set forth in this
Section 5.12 but has not been remedied or removed from the affected Mortgaged
Property or Other Property or the groundwater underlying such Mortgaged Property
or Other Property by the Borrower within the time periods contemplated by the
applicable response, the Administrative Agent may, at its sole discretion and
after giving the Borrower written notification of its intention to
self-implement any required response, pay to have the same remedied or removed
in accordance with the applicable remediation program, and the Borrower will
reimburse the Administrative Agent therefore within ten days of the
Administrative Agent's demand for payment. The Borrower shall have the right to
contest any notice, directive or other demand of any third party, including
without limitation, any Governmental Authority, to remedy or remove Hazardous
Substances from any Property subject to a Mortgage or any Other Property so long
as the Borrower diligently prosecutes such contest to completion, complies with
any final order or determination and, before such contest, either furnishes the
Administrative Agent security in an amount equal to the cost of remediation or
removal of the Hazardous Substances or posts a bond with a surety satisfactory
to the Administrative Agent in such amount. THE BORROWER SHALL BE SOLELY
RESPONSIBLE FOR, AND WILL INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT
AND EACH BANK AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST, ANY AND ALL LOSSES, DAMAGES,
DEMANDS, CLAIMS, CAUSES OF ACTION, JUDGMENTS, ACTIONS, ASSESSMENTS, PENALTIES,
COSTS, EXPENSES AND LIABILITIES DIRECTLY OR INDIRECTLY ARISING OUT

                                      -58-

<PAGE>

OF OR ATTRIBUTABLE TO ANY HAZARDOUS SUBSTANCES AT ANY REAL PROPERTY SUBJECT TO A
MORTGAGE OR ANY OTHER PROPERTY, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
(Y) THE COSTS OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF ANY MORTGAGED PROPERTY
OR OTHER PROPERTY REQUIRED UNDER ENVIRONMENTAL LAW, AND THE PREPARATION AND
IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS REQUIRED UNDER
ENVIRONMENTAL LAW; AND (Z) ALL REASONABLE COSTS AND EXPENSES INCURRED BY THE
ADMINISTRATIVE AGENT OR A BANK IN CONNECTION WITH CLAUSE (Y) ABOVE, INCLUDING
REASONABLE ATTORNEYS' FEES; PROVIDED, HOWEVER, THAT THE BORROWER SHALL NOT BE
LIABLE FOR ANY OF THE FOREGOING THAT IS FOUND IN A FINAL, NON-APPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR A BANK AFTER
TAKING POSSESSION OF A PROPERTY SUBJECT TO A MORTGAGE. THE COVENANTS AND
INDEMNITIES PROVIDED IN THIS SECTION SHALL SURVIVE THE REPAYMENT OR ANY OTHER
SATISFACTION OF THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS.

      Section 5.13. Use of Proceeds. The Borrower shall use the proceeds of the
Borrowings and the Letters of Credit to make the Closing Distribution, to make
other Restricted Payments with the proceeds of Working Capital Borrowings in
compliance with Section 6.05, for Acquisitions and for working capital and
general corporate purposes. The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U). No proceeds of the Borrowings will be used to
purchase or carry any margin stock in violation of Regulations D, T, U, or X.

      Section 5.14. Further Assurances.

      (a) Promptly upon request and at its expense, the Borrower shall, and
shall cause each Subsidiary to, cure any defects in the creation and issuance of
the Notes and the execution and delivery of this Agreement and the other Credit
Documents. The Borrower hereby authorizes the Banks or the Administrative Agent
to file any financing statements without the signature of the Borrower to the
extent permitted by applicable law in order to perfect or maintain the
perfection of any security interest granted under any of the Credit Documents.
The Borrower at its expense will, and will cause each Subsidiary to, promptly
execute and deliver to the Administrative Agent upon reasonable request all such
other documents, agreements and instruments to comply with or accomplish the
covenants and agreements of the Borrower or any Subsidiary, as the case may be,
in the Security Documents and this Agreement, or to further evidence and more
fully describe the collateral intended as security for the Notes, or to correct
any omissions in the Security Documents, or to state more fully the security
obligations set out herein or in any of the Security Documents, or to perfect,
protect or preserve any Liens created pursuant to any of the Security Documents,
or to make any recordings, to file any notices or obtain any consents, all as
may be necessary or appropriate in connection therewith or to enable the
Administrative Agent to exercise and enforce its rights and remedies with
respect to any Collateral.

                                      -59-

<PAGE>

      (b) Within 30 days after a request by the Administrative Agent or the
Banks to cure any title defects or exceptions which are not Permitted Liens and
which, individually or in the aggregate, (i) materially interfere with the
ordinary conduct of Business, (ii) materially detract from the value or the use
of the portion of the Pipeline Systems affected thereby, or (iii) could
reasonably have a Material Adverse Effect, the Borrower shall cure such title
defects or exceptions or substitute such Collateral with acceptable Property of
an equivalent value with no title defects or exceptions and deliver to the
Administrative Agent satisfactory title evidence in form and substance
acceptable to the Administrative Agent in its reasonable business judgment as to
the Borrower's and its Subsidiaries' title in such Property and the
Administrative Agent's Liens and security interests therein.

      (c) Promptly upon the receipt by the Borrower or any of its Subsidiaries
of the notices, summons or citations described in Section 5.06(m)(iii) hereof
and provided that such legal proceedings could (i) materially interfere with the
ordinary conduct of Business, (ii) materially detract from the value or the use
of the portion of the Collateral affected thereby, or (iii) reasonably be
expected to have a Material Adverse Effect, the Borrower and its Subsidiaries
shall take such action as may be reasonably necessary to preserve the
Borrower's, its Subsidiaries', and the Administrative Agent's (as the secured
party) rights affected thereby. If the Borrower or any of its Subsidiaries fails
or refuses to adequately, in the reasonable judgment of the Administrative Agent
as the secured party, defend the Borrower's, its Subsidiaries', and the
Administrative Agent's (as the secured party) rights affected thereby, the
Administrative Agent, as the secured party, may, after prior written notice to
the Borrower, take such action on behalf of and in the name of Borrower and its
Subsidiaries and at the Borrower's or such Subsidiary's sole cost and expense.
Moreover, the Administrative Agent as the secured party may take such
independent action in connection therewith as it may in its reasonable
discretion deem proper, including the right to employ independent counsel and to
intervene in any suit affecting the Collateral. All reasonable costs, expenses
and attorneys' fees incurred by Administrative Agent pursuant to this Section
5.14 or in connection with the defense by the Administrative Agent of any
claims, demands or litigation relating to the Collateral shall be paid by
Borrower as provided in Section 9.04.

      Section 5.15. Trigger Event. If the long-term unsecured debt rating of
Enterprise (or any successor owner of the Artesia to Bloomfield to Moriarity
pipeline covered by the [describe pipeline capacity agreement]) falls to (a) BB-
or lower as rated by S&P, and (b) Ba3 or lower by Moody's, , then the Borrower
shall be required to, within 90 days of the date such downgrades occur: (A)
record a memorandum of lease in form and substance reasonably satisfactory to
the Administrative Agent covering the [describe pipeline capacity agreement] in
all relevant jurisdictions in which the pipeline described in such agreement is
located, (b) execute and deliver mortgages, deeds of trust, financing statements
and such other documents as the Administrative Agent may reasonably request to
create an Acceptable Security Interest in such lease and agreement, and (c)
deliver such secretary's certificates and opinions of counsel as the
Administrative Agent may reasonably request in connection with such mortgages
and deeds of trust. If the Borrower is unable to comply with the requirements of
the preceding sentence within such 90 day period, the Administrative Agent may,
in its sole reasonable discretion, allow an additional 30 days for the Borrower
to comply so long as the Borrower is diligently working to complete such
requirements. If the Borrower is unable to meet the requirements above within
such 90 (or, if applicable, 120) day period, then a "Trigger Event" shall be
deemed to have

                                      -60-

<PAGE>

occurred and the Commitments shall be reduced in accordance with the terms of
Section 2.03(b). If the conditions or events resulting in the Trigger Event no
longer exist or apply, such Commitments shall be reinstated in accordance with
Section 2.03(b).

                                   ARTICLE VI

                               NEGATIVE COVENANTS

      So long as any Note or any amount under any Credit Document shall remain
unpaid, any Letter of Credit shall remain outstanding or there shall be any
Letter of Credit Exposure, or any Bank shall have any Commitment, the Borrower
agrees to comply with the following covenants.

      Section 6.01. Liens, Etc. The Borrower will not, and will not permit any
of its Subsidiaries to, create, assume, incur or suffer to exist, any Lien on or
in respect of any of its Property whether now owned or hereafter acquired, or
assign any right to receive income, except that the Borrower or any of its
Subsidiaries may create, incur, assume, or suffer to exist Liens ("Permitted
Liens"):

      (a) Securing the Obligations;

      (b) For taxes, assessments, governmental charges, or levies on Property of
the Borrower or any Guarantor not yet due or that (provided foreclosure, sale or
other similar proceedings shall not have been initiated) are being contested in
good faith by appropriate proceedings, and such reserve as may be required by
GAAP shall have been made therefor;

      (c) In favor of bankers and/or financial institutions in respect of
deposit accounts, other Liens imposed by law, such as landlords', carriers',
warehousemen's and mechanics' liens and other similar Liens arising by operation
of law in the ordinary course of business in respect of obligations that are not
yet due or that are being contested in good faith by appropriate proceedings,
provided such reserve as may be required by GAAP shall have been made therefor;

      (d) Arising in the ordinary course of business out of pledges or deposits
under workers' compensation laws, unemployment insurance, old age pensions or
other social security or retirement benefits, or similar legislation or to
secure public or statutory obligations of the Borrower or any Guarantor;

      (e) Comprised of minor defects, irregularities, and deficiencies in title
to, and easements, rights-of-way, zoning restrictions and other similar
restrictions, charges or encumbrances, defects and irregularities in the
physical placement and location of pipelines within the areas covered by the
easements, leases, licenses and other rights in real property in favor of the
Borrower or any of its Subsidiaries which, individually and in the aggregate, do
not materially interfere with the ordinary conduct of Business, do not
materially detract from the value or the use of the property which they affect,
and could not reasonably have a Material Adverse Effect;

      (f) Comprised of deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of like nature
incurred in the ordinary course of business;

                                      -61-

<PAGE>

      (g) Created or arising after the date of this Agreement out of judgments
or awards against the Borrower or any Guarantor and that (i) do not give rise to
an Event of Default and (ii) with respect to which the Borrower or any Guarantor
at the time shall be properly and timely prosecuting an appeal or proceedings
for review and with respect to which it shall have secured a stay of execution
pending such appeal or proceedings for review;

      (h) Securing obligations of such Person as lessee under Capital Leases
permitted by Section 6.02;

      (i) Constituting purchase money Liens or security interests created or
arising after the date of this Agreement upon or in any Property acquired or
held by the Borrower or any of its Subsidiaries in the ordinary course of
business to secure the purchase price of such Property or to secure indebtedness
incurred solely for the purpose of financing the acquisition of such Property;
provided that (A) the aggregate principal amount of the indebtedness secured by
the Liens permitted by this paragraph (i) shall not exceed $10,000,000, (B) no
such Lien may extend to or cover any Property other than the Property being
acquired, and (C) no such renewal or refinancing may extend to or cover any
property not previously subject to the Lien being renewed or refinanced; and

      (j) Assumed by Borrower or its Subsidiaries in connection with an
Acquisition, provided, that the aggregate amount of all Debt secured by such
Liens may not exceed $10,000,000.

      Section 6.02. Debts, Guaranties and Other Obligations. The Borrower will
not, and will not permit any of its Subsidiaries to, create, assume, suffer to
exist, or in any manner become or be liable, in respect of any Debt except:

      (a) Debt of the Borrower and its Subsidiaries under the Credit Documents;

      (b) Debt of the Borrower existing on the date of this Agreement and
disclosed in the attached Schedule 6.02 and any extensions, rearrangements and
modifications thereof which do not increase the principal amount thereof or the
interest rate charged thereon above a market rate of interest;

      (c) Debt of the Borrower or any of its Subsidiaries under any Interest
Rate Contract;

      (d) Debt in respect of endorsement of negotiable instruments in the
ordinary course of business;

      (e) Capital Leases which, when combined with Debt under clause (i) below,
do not exceed $10,000,000 in the aggregate;

      (f) Debt between the Borrower and any of its Subsidiaries that is
wholly-owned by the Borrower;

      (g) Debt between any of its Subsidiaries that is wholly-owned by the
Borrower and any other Subsidiary that is wholly-owned by the Borrower;

                                      -62-

<PAGE>

      (h) Debt secured by Liens permitted under Section 6.01(i);

      (i) Debt secured by Liens permitted under Section 6.01(j) provided the
aggregate principal amount of all such Debt together with all Capital Leases
permitted under clause (e) above does not exceed $10,000,000; and

      (j) Debt in addition to Debt otherwise permitted above, not exceeding
$5,000,000 in aggregate principal amount at any time outstanding.

      Section 6.03. Agreements Restricting Liens. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any agreement (other than
a Credit Document) which, except with respect to specific Property encumbered to
secure payment of Debt related to such Property, imposes restrictions greater
than those under this Agreement upon the creation or assumption of any Lien upon
its Properties, revenues or assets, whether now owned or hereafter acquired.

      Section 6.04. Merger or Consolidation; Asset Sales; Acquisitions. The
Borrower will not, and will not permit any of its Subsidiaries to:

      (a) Merge or consolidate with or into any other Person, except that (i)
the Borrower may merge with one or more of its Subsidiaries provided that the
Borrower shall be the surviving Person and (ii) any of its Subsidiaries may
merge with any of its other Subsidiaries provided that if one of such
Subsidiaries is a Guarantor, such Guarantor shall be the surviving Person;

      (b) Sell, lease, transfer, or otherwise dispose of any of its Property
except for: (i) sales of inventory in the ordinary course of business; (ii)
sales of Property that is obsolete or no longer useful or necessary for the
proper operation or conduct of the Business; (iii) so long as no Default or
Event of Default has occurred and is continuing or would be caused thereby,
sales and other transfers of Property from any Subsidiary of the Borrower to
either the Borrower or any other Guarantor (provided, however, that the Borrower
or such Subsidiary shall ratify, grant and confirm the Liens on such Property
(and any other related Collateral) pursuant to such Security Documents and
deliver such legal opinions in relation thereto as may be reasonably requested
by the Administrative Agent); and (iv) sales of other Properties made in arm's
length transactions for fair market value, not exceeding in any fiscal year
$10,000,000 in the aggregate, provided that no Default or Event of Default has
occurred and is continuing or would result from such sale, and provided further
that the net cash proceeds thereof are used within 270 days of such sale to
purchase assets of similar value, quality and business utility to those assets
sold, leased, transferred or otherwise disposed of; or

      (c) Make any Acquisition, except the Borrower or any Guarantor may make
any Acquisition (by purchase or merger) provided that (i) the Borrower or a
Guarantor is the acquiring or surviving entity; (ii) no Default or Event of
Default exists and the Acquisition would not reasonably be expected to cause a
Default or Event of Default; (iii) after giving effect to such Acquisition on a
pro forma basis, the Borrower and its Subsidiaries would have been in compliance
with all of the covenants contained in this Agreement, including, without
limitation, Sections 6.10 through 6.12 as of the end of the most recent fiscal
quarter, (iv) the acquisition target is in the same or similar line of business
as the Borrower and its Subsidiaries and is not hostile, and (v) the terms of
Section 5.10 are satisfied.

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<PAGE>

      Section 6.05. Restricted Payments. The Borrower will not make or pay any
Restricted Payment; except that the Borrower may make (a) the Closing
Distribution and (b) Restricted Payments during any fiscal quarter in an
aggregate amount not to exceed the Borrower's Available Cash as of the end the
immediately preceding fiscal quarter; provided that, (i) in the case of both of
the preceding clauses (a) and (b), no Default or Event of Default shall occur
both before and after giving effect to such Restricted Payment, and the Borrower
and its Subsidiaries shall be in compliance (after giving pro forma effect to
the making of such Restricted Payment) with all of the covenants contained in
this Agreement, including, without limitation, Sections 6.10 through 6.12 and
(ii) other than in connection with the Closing Distribution, the Borrower shall
not use more than $5,000,000 from the proceeds of Borrowings at any one time to
make Distribution Payments.

      Section 6.06. Investments. Except as otherwise permitted under Section
6.04, the Borrower will not, and will not permit any of its Subsidiaries to,
make or permit to exist any loans, advances or capital contributions to, or make
any investment in, or purchase or commit to purchase any stock or other
securities or evidences of indebtedness of or interests in any Person (each an
"Investment") except the following:

      (a) the purchase of Liquid Investments;

      (b) current trade and customer accounts receivable which are for goods
furnished or services rendered in the ordinary course of business and are
payable in accordance with customary trade terms;

      (c) Acquisitions to the extent made in compliance Section 6.04; and

      (d) as long as no Event of Default has occurred and is continuing or would
be caused thereby, Investments for aggregate consideration not to exceed
$10,000,000 during the term of this Agreement; provided, however, that any such
Investment shall be permitted only if, before the effectiveness of such
Investment and to the extent required by the Administrative Agent, the Borrower
delivers to the Administrative Agent (i) such guaranties, mortgages, deeds of
trust, security agreements, releases, UCC financing statements, UCC terminations
and environmental assessments as the Administrative Agent may reasonably
request, duly and accompanied by UCC searches and title investigations
demonstrating that, upon the effectiveness of such Investment and the recording
and filing of any necessary documentation, the Administrative Agent will have an
Acceptable Security Interest in such Investment, and (ii) such other agreements,
instruments, certificates, approvals, opinions and other documents as any Bank
through the Administrative Agent may reasonably request.

      Section 6.07. Affiliate Transactions. Except for the transactions set
forth on Schedule 6.07 attached hereto, the Borrower shall not, nor shall it
permit any of its Subsidiaries to, directly or indirectly, enter into or permit
to exist any transaction or series of transactions (including, but not limited
to, the purchase, sale, lease or exchange of Property, the making of any
investment, the giving of any guaranty, the assumption of any obligation or the
rendering of any service) with any of their Affiliates unless such transaction
or series of transactions is on fair and reasonable terms which are no less
favorable to the Borrower or any Subsidiary of the Borrower, as applicable, than
those that could be obtained in a comparable arm's length transaction with a

                                      -64-

<PAGE>

Person that is not such an Affiliate; provided that the Borrower and its
Subsidiaries may enter into, and perform under, the Material Contracts.

      Section 6.08. Other Businesses. The Borrower shall not, and shall not
permit any of its Subsidiaries to, substantially alter the character of their
respective businesses from that conducted by the Borrower and its Subsidiaries
taken as a whole on the date of this Agreement.

      Section 6.09. Amendment of Material Agreements. The Borrower shall not
amend, modify, or supplement any of the Material Contracts without the prior
written consent of the Majority Banks; provided that such amendments,
modifications, or supplements may be made without the consent of the Majority
Banks if such amendments, modifications or supplements (a) individually or in
the aggregate, are not materially adverse to the rights of the Administrative
Agent or the Banks and (b) individually or in the aggregate, do not materially
decrease the economic benefit that the Borrower would have otherwise received
pursuant to such agreements.

      Section 6.10. Leverage Ratio. The Borrower shall not permit, as of the end
of any fiscal quarter of the Borrower commencing with the fiscal quarter ending
September 30, 2004, the Leverage Ratio to be less than 3.50 to 1.00.

      Section 6.11. Interest Coverage Ratio. The Borrower shall not, as of the
end of any fiscal quarter of the Borrower commencing with the fiscal quarter
ending September 30, 2004, permit the Interest Coverage Ratio to be less than
3.50 to 1.00.

      Section 6.12. Tangible Net Worth. The Borrower will not permit its
Tangible Net Worth at the end of any fiscal quarter of the Borrower (commencing
with the fiscal quarter ending September 30, 2004) to be less than the sum of
(a) $45,000,000, and (b) fifty percent (50%) of the gross proceeds of all Equity
Issuances occurring after the date of this Agreement (other than the Equity
Issuances in connection with the initial public offering of the Common Units
occurring concurrent with the making of the initial Advances hereunder).

      Section 6.13. Compliance with ERISA. The Borrower shall not, nor shall it
permit any of its Subsidiaries to, directly or indirectly, (a) engage in, or
permit any Subsidiary or any member of the Controlled Group to engage in, any
transaction in connection with which the Borrower, any Subsidiary or member of
the Controlled Group could be subjected to either a civil penalty assessed
pursuant to section 502(c), (i) or (l) of ERISA or a tax imposed by Chapter 43
of Subtitle D of the Code; (b) terminate, or permit any Subsidiary or member of
the Controlled Group to terminate, any Plan in a manner, or take any other
action with respect to any Plan, which could result in any liability to the
Borrower, any Subsidiary or member of the Controlled Group to the PBGC; (c) fail
to make, or permit any Subsidiary or member of the Controlled Group to fail to
make, full payment when due of all amounts which, under the provisions of any
Plan, agreement relating thereto or applicable law, the Borrower, a Subsidiary
or member of the Controlled Group is required to pay as contributions thereto;
(d) permit to exist, or allow any Subsidiary or member of the Controlled Group
to permit to exist, any accumulated funding deficiency within the meaning of
Section 302 of ERISA or section 412 of the Code, whether or not waived, with
respect to any Plan; (e) permit, or allow any Subsidiary or member of the
Controlled Group to permit, the actuarial present value of the benefit
liabilities (as "actuarial present value of the benefit liabilities" shall have
the meaning specified in section 4041 of

                                      -65-

<PAGE>

ERISA) under any Plan maintained by the Borrower, any Subsidiary or any member
of the Controlled Group which is regulated under Title IV of ERISA to exceed the
current value of the assets (computed on a plan termination basis in accordance
with Title IV of ERISA) of such Plan allocable to such benefit liabilities; (f)
contribute to or assume an obligation to contribute to, or permit any Subsidiary
or member of the Controlled Group to contribute to or assume an obligation to
contribute to, any Multiemployer Plan; (g) acquire, or permit any Subsidiary or
member of the Controlled Group to acquire, an interest in any Person that causes
such Person to become a member of the Controlled Group with respect to the
Borrower, any Subsidiary or any member of the Controlled Group if such Person
sponsors, maintains or contributes to, or at any time in the six-year period
preceding such acquisition has sponsored, maintained, or contributed to, (1) any
Multiemployer Plan, or (2) any other Plan that is subject to Title IV of ERISA
under which the actuarial present value of the benefit liabilities under such
Plan exceeds the current value of the assets (computed on a plan termination
basis in accordance with Title IV of ERISA) of such Plan allocable to such
benefit liabilities; (h) incur, or permit any Subsidiary or member of the
Controlled Group to incur, a liability to or on account of a Plan under sections
515, 4062, 4063, 4064, 4201 or 4204 of ERISA; (i) contribute to or assume an
obligation to contribute to, or permit any Subsidiary or member of the
Controlled Group to contribute to or assume an obligation to contribute to, any
employee welfare benefit plan, as defined in section 3(1) of ERISA, including,
without limitation, any such plan maintained to provide benefits to former
employees of such entities, that may not be terminated by such entities in their
sole discretion at any time without any material liability; (j) amend or permit
any Subsidiary or member of the Controlled Group to amend, a Plan resulting in
an increase in current liability such that the Borrower, any Subsidiary or any
member of the Controlled Group is required to provide security to such Plan
under section 401(a)(29) of the Code; or (k) permit to exist any occurrence of
any Reportable Event (as defined in Title IV of ERISA), or any other event or
condition, which presents a material (in the good faith opinion of the Majority
Banks) risk of such a termination by the PBGC of any Plan.

      Section 6.14. Restricted Subsidiary. Notwithstanding anything to the
contrary contained herein, including any provision of this Article VI, the
Borrower shall not, nor shall it permit any of its Subsidiaries to, (a) create,
assume, incur or suffer to exist any Lien on or in respect of any of its
Property for the benefit of the Restricted Subsidiary, (b) sell, assign, pledge,
or otherwise transfer any of its Properties to the Restricted Subsidiary, (c)
except for such Investments existing on the date of this Agreement and described
on Schedule 6.14 attached hereto, make or permit to exist Investments in the
Restricted Subsidiary or in any Properties of Restricted Subsidiary, or (d)
amend, modify or supplement the voting or other consent provisions contained in
the partnership agreement or other organizational documents of the Restricted
Subsidiary. Furthermore, the Borrower shall not, and shall not permit any of
Subsidiaries to, consent to the Restricted Subsidiary (i) creating, incurring or
suffering to exist any Indebtedness, except trade payables in the ordinary
course of business; (ii) creating, incurring or suffering to exist any Lien in,
of or on the Property of the Restricted Subsidiary, except for the Liens of the
type described in Sections 6.01(b), (c), (d), (e) or (f); (iii) merging or
consolidating with or into any other Person; (iv) leasing, selling or otherwise
disposing of its Property to any other Person other than (A) sales of such
Property that are obsolete, redundant or otherwise not necessary in the business
of the Restricted Subsidiary, (B) sales of inventory in the ordinary course of
business, or (C) operating leases entered into in the ordinary course of the
Restricted Subsidiary's business; (v) entering into any transaction (including,
without limitation, the purchase or sale of any Property

                                      -66-

<PAGE>

or service) with, or make any payment or transfer to, any Affiliate except (1)
distributions by the Restricted Subsidiary to the Borrower or any of the
Borrower's other Subsidiaries, and (2) in the ordinary course of business and
pursuant to the reasonable requirements of the Restricted Subsidiary's business
and upon fair and reasonable terms no less favorable to Restricted Subsidiary
than Restricted Subsidiary would obtain in a comparable arms-length transaction;
or (vi) conduct business in enterprises that are not in substantially the same
field of business as presently conducted.

      Section 6.15. Navajo Southern. So long as the Administrative Agent and the
Banks shall not have an Acceptable Security Interest in the Equity Interests of
the Restricted Subsidiary owned by the Borrower and its Subsidiaries: (a) Navajo
Southern shall not own any assets other than such Equity Interests in the
Restricted Subsidiary, (b) Navajo Southern shall not engage in any business
other than the ownership of such Equity Interests, (c) notwithstanding Section
6.04 or any other Section of the Credit Agreement, Navajo Southern shall not
sell, dispose of or otherwise transfer such Equity Interests, and (d)
notwithstanding Sections 6.04 or 6.06 or any other Section of the Credit
Agreement, none of the Borrower or any of its other Subsidiaries shall sell or
transfer any of their respective assets to Navajo Southern or make any
Investments in Navajo Southern (other than Investments existing on the date of
this Agreement).

                                   ARTICLE VII
                                    REMEDIES

      Section 7.01. Events of Default. The occurrence of any of the following
events shall constitute an "Event of Default" under any Credit Document:

      (a) Payment. The Borrower shall fail to (i) pay any principal of any
Advance or reimburse any drawing under any Letter of Credit when the same
becomes due and payable, (ii) pay any interest on any Note or any fee owing in
connection with the Obligations, this Agreement or any of the other Credit
Documents within five days after the same becomes due and payable, or (iii) pay
any other amount owing in connection with the Obligations, this Agreement or any
of the other Credit Documents within ten days after the same becomes due and
payable;

      (b) Representation and Warranties. Any representation or warranty made or
deemed to be made (i) by the Borrower in this Agreement or in any other Credit
Document, (ii) by the Borrower, the Parent, the Limited Partner, the General
Partner, any Guarantor (or any of their respective officers) in connection with
this Agreement or any other Credit Document, or (iii) by any Guarantor in any
Credit Document, shall, in any such case, prove to have been incorrect in any
material respect when made or deemed to be made;

      (c) Covenant Breaches. The Borrower or any of its Subsidiaries shall (i)
fail to perform or observe any covenant contained in Sections 2.04(b), 5.02
(other than the provisions of Section 5.02 requiring the Borrower to deliver
copies of policies or certificates, for which provisions a 30-day grace period
shall apply), 5.03, 5.06, 5.09, 5.10, or 5.13 or in Article VI of this Agreement
or (ii) fail to perform or observe any other term or covenant set forth in this
Agreement or any other Credit Document which is not covered by clause (i) above
or any other provision of this Section 7.01 if such failure shall remain
unremedied for thirty days after the

                                      -67-

<PAGE>

earlier of written notice of such default shall have been given to the Borrower
by the Administrative Agent or any Bank or a Responsible Officer's actual
knowledge of such default;

      (d) Cross-Defaults.

            (i) The Borrower or any of its Subsidiaries shall default in the
making of any payment of any principal of or premium or interest on any Debt
which is outstanding in a principal amount of at least $5,000,000 (but excluding
Debt evidenced by the Notes) when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and
such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Debt;

            (ii) Any other event shall occur or condition shall exist under any
agreement or instrument relating to Debt of the Borrower or any of its
Subsidiaries which is outstanding in a principal amount of at least $5,000,000,
and shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such Debt;

            (iii) Any such Debt referred to in clauses (i) or (ii) above shall
be declared to be due and payable, or required to be prepaid (other than by a
regularly scheduled required prepayment), prior to the stated maturity thereof;
or

            (iv) (A) Any default or event of default shall have occurred under
any of the Material Contracts which has not been cured within any applicable
grace period and which default or event of default could reasonably be expected
to have a Material Adverse Effect, or (B) any of the Material Contracts shall
have terminated.

      (e) Insolvency. The Borrower or any of its Subsidiaries shall generally
not pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by or against the
Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or for any substantial part of its
Property and, in the case of any such proceeding instituted against the Borrower
or any of its Subsidiaries either such proceeding shall remain undismissed for a
period of sixty days or any of the actions sought in such proceeding shall
occur; or the Borrower or any of its Subsidiaries shall take any corporate
action to authorize any of the actions set forth above in this paragraph (e);

      (f) Judgments. Any judgment or order for the payment of money in excess of
$5,000,000 shall be rendered against the Borrower or any of its Subsidiaries and
remain unpaid and either (i) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order or (ii) there shall be any period of
30 consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect;

                                      -68-

<PAGE>

      (g) Minimum Revenue Commitment. The amount of the "Minimum Revenue
Commitment", as defined in the Pipelines and Terminals Agreement, shall be
decreased to an amount equal to or less than $6,637,500 per Contract Quarter, as
defined in the Pipelines and Terminals Agreement, regardless of whether such
decrease is made pursuant to the terms of the Pipelines and Terminals Agreement.

      (h) Credit Documents. Any material provision of the Credit Documents,
including, without limitation, the Guaranties and the Security Documents, shall
for any reason cease to be valid and binding on the Borrower or any Guarantor or
any such Person shall so state in writing;

      (i) Acceptable Security Interest. The Administrative Agent and the Banks
shall fail to have an Acceptable Security Interest in the Collateral;

      (j) Termination Events. Any Termination Event with respect to a Plan shall
have occurred, and, 30 days after notice thereof shall have been given to the
Borrower by the Administrative Agent, (i) such Termination Event shall not have
been corrected and (ii) the then present value of such Plan's vested benefits
exceeds the then current value of assets accumulated in such Plan by more than
the amount of $5,000,000 (or in the case of a Termination Event involving the
withdrawal of a "substantial employer" (as defined in Section 4001(a)(2) of
ERISA), the withdrawing employer's proportionate share of such excess shall
exceed such amount);

      (k) Plan Withdrawals. The Borrower or any member of the Controlled Group
as employer under a Multiemployer Plan shall have made a complete or partial
withdrawal from such Multiemployer Plan and the plan sponsor of such
Multiemployer Plan shall have notified such withdrawing employer that such
employer has incurred a withdrawal liability in an annual amount exceeding
$5,000,000; or

      (l) Change of Control. A Change of Control shall occur.

      Section 7.02. Optional Acceleration of Maturity. If any Event of Default
(other than an Event of Default pursuant to paragraph (e) of Section 7.01) shall
have occurred and be continuing, then, and in any such event,

      (a) the Administrative Agent (i) shall at the request, or may with the
consent, of the Majority Banks, by notice to the Borrower, declare the
obligation of each Bank and each Issuing Bank to make extensions of credit
hereunder, including the making of Advances and issuing of Letters of Credit, to
be terminated, whereupon the same shall forthwith terminate or (ii) shall, at
the request, or may with the consent, of the Majority Banks, by notice to the
Borrower, declare all principal, interest, fees, reimbursements,
indemnifications and all other amounts payable under this Agreement to be
forthwith due and payable, whereupon the Notes, all such interest, and all such
amounts shall become and be forthwith due and payable in full, without
presentment, demand, protest or further notice of any kind (including, without
limitation, any notice of intent to accelerate or notice of acceleration), all
of which are hereby expressly waived by the Borrower;

      (b) the Borrower shall, on written demand of the Administrative Agent at
the request or with the consent of the Majority Banks, deposit with the
Administrative Agent into the Cash

                                      -69-

<PAGE>

Collateral Account such amount as the Administrative Agent may request, up to a
maximum amount equal to the Letter of Credit Exposure as security for the
Obligations; and

      (c) the Administrative Agent shall at the request or may with the consent
of the Majority Banks proceed to enforce its rights and remedies under the
Security Documents, the Guaranties, and any other Credit Documents for the
ratable benefit of the Banks by appropriate proceedings.

      Section 7.03. Automatic Acceleration of Maturity. If any Event of Default
pursuant to paragraph (e) of Section 7.01 shall occur,

      (a) (i) the obligation of each Bank and each Issuing Bank to make
extensions of credit hereunder, including making Advances and issuing Letters of
Credit, shall immediately and automatically be terminated and (ii) all
principal, interest, fees, reimbursements, indemnifications, and all other
amounts payable under this Agreement, the Notes, and the other Credit Documents
shall immediately and automatically become and be due and payable in full,
without presentment, demand, protest or any notice of any kind (including,
without limitation, any notice of intent to accelerate or notice of
acceleration), all of which are hereby expressly waived by the Borrower; and

      (b) the Borrower shall deposit with the Administrative Agent into the Cash
Collateral Account such amount as the Administrative Agent may request, up to a
maximum amount equal to the Letter of Credit Exposure as security for the
Obligations; and

      (c) the Administrative Agent shall at the request and may with the consent
of the Majority Banks proceed to enforce its rights and remedies under the
Security Documents, the Guaranties and any other Credit Document for the ratable
benefit of the Banks by appropriate proceedings.

      Section 7.04. Non-exclusivity of Remedies. No remedy conferred upon the
Administrative Agent or any Bank is intended to be exclusive of any other
remedy, and each remedy shall be cumulative of all other remedies existing by
contract, at law, in equity, by statute or otherwise.

      Section 7.05. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default, the Administrative Agent and each Bank is
hereby authorized at any time and from time-to-time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by the Administrative Agent or any such Bank to or for the credit
or the account of the Borrower against any and all of the obligations of the
Borrower now or hereafter existing under this Agreement, the Notes held by such
Bank, and the other Credit Documents, irrespective of whether or not the
Administrative Agent or such Bank shall have made any demand under this
Agreement, any Note, or such other Credit Documents, and although such
obligations may be unmatured. The Administrative Agent and each Bank agrees to
promptly notify the Borrower after any such set-off and application made by the
Administrative Agent or such Bank, provided that the failure to give the notice
shall not affect the validity of such set-off and application. The rights of the
Administrative Agent and the Banks under this Section are in

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<PAGE>

addition to any other rights and remedies (including, without limitation, other
rights of set-off) which the Administrative Agent or the Banks may have.

      Section 7.06. Application of Collateral. The proceeds of any sale, or
other realization upon all or any part of the Collateral (as defined in each of
the Security Documents) shall be applied by the Administrative Agent in the
following order:

            first, to the payment of all reasonable expenses, liabilities, and
      advances incurred or made by the Administrative Agent in connection with
      the sale or other realization of such Collateral, and to the ratable
      payment of any other unreimbursed reasonable expenses for which the
      Administrative Agent or any Bank is to be reimbursed pursuant to the terms
      hereof or any other Credit Document;

            second, to the ratable payment of accrued but unpaid agent's fees,
      commitment fees, letter of credit fees, and fronting fees owing to the
      Administrative Agent, the Issuing Banks, and the Banks in respect of the
      Advances and Letters of Credit under this Agreement and the Notes;

            third, to the ratable payment of accrued but unpaid interest on the
      Advances owing under this Agreement and the Notes;

            fourth, to the ratable payment of all other Obligations which relate
      to the Advances and Letters of Credit and which are owing to the
      Administrative Agent and the Banks; and

            fifth, any surplus of such cash or cash proceeds held by the
      Administrative Agent and remaining after the payment in full of all the
      Obligations shall be promptly paid over to the Borrower or to whoever may
      be lawfully entitled to receive such surplus.

                                  ARTICLE VIII

                 THE ADMINISTRATIVE AGENT AND THE ISSUING BANKS

      Section 8.01. Authorization and Action. Each Bank hereby appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof and of the other Credit Documents,
together with such powers as are reasonably incidental thereto. As to any
matters not expressly provided for by this Agreement or any other Credit
Document (including, without limitation, enforcement or collection of the
Notes), the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Banks, and such instructions shall be
binding upon all Banks and all holders of Notes; provided, however, that the
Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to this
Agreement, any other Credit Document, or applicable law.

      Section 8.02. Administrative Agent's Reliance, Etc. Neither the
Administrative Agent nor any of its directors, officers, agents, or employees
shall be liable for any action taken or

                                      -71-

<PAGE>

omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT'S OWN NEGLIGENCE) by it
or them under or in connection with this Agreement or the other Credit
Documents, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Administrative Agent:
(a) may treat the payee of any Note as the holder thereof until the
Administrative Agent receives written notice of the assignment or transfer
thereof signed by such payee and in form satisfactory to the Administrative
Agent; (b) may consult with legal counsel (including counsel for the Borrower),
independent public accountants, and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants, or experts; (c) makes
no warranty or representation to any Bank and shall not be responsible to any
Bank for any statements, warranties, or representations made in or in connection
with this Agreement or the other Credit Documents; (d) shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement or any other Credit Document on
the part of the Borrower or the Guarantors or to inspect the property (including
the books and records) of the Borrower or the Guarantors; (e) shall not be
responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency, or value of this Agreement or any
other Credit Document; and (f) shall incur no liability under or in respect of
this Agreement or any other Credit Document by acting upon any notice, consent,
certificate, or other instrument or writing (which may be by facsimile,
telecopier, or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

      Section 8.03. The Administrative Agent and Its Affiliates. With respect to
its Commitments, the Advances made by it and the Notes issued to it, the
Administrative Agent shall have the same rights and powers under this Agreement
as any other Bank and may exercise the same as though it were not the
Administrative Agent. The term "Bank" or "Banks" shall, unless otherwise
expressly indicated, include the Administrative Agent in its individual
capacity. The Administrative Agent and its Affiliates may accept deposits from,
lend money to, act as trustee under indentures of, and generally engage in any
kind of business with, the Borrower or any of the Guarantors, and any Person who
may do business with or own securities of the Borrower or any such Guarantor,
all as if the Administrative Agent were not an agent hereunder and without any
duty to account therefor to the Banks.

      Section 8.04. Bank Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Bank and based on the Borrower Financial Statements and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Bank also acknowledges that it
shall, independently and without reliance upon the Administrative Agent or any
other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

      Section 8.05. Indemnification. THE BANKS SEVERALLY AGREE TO INDEMNIFY THE
ADMINISTRATIVE AGENT, EACH ISSUING BANK, AND EACH AFFILIATE THEREOF AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (TO THE EXTENT NOT
REIMBURSED BY THE BORROWER), ACCORDING TO THEIR RESPECTIVE PRO RATA SHARES FROM
AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS OF ANY KIND OR
NATURE

                                      -72-

<PAGE>

WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE
ADMINISTRATIVE AGENT OR ANY ISSUING BANK IN ANY WAY RELATING TO OR ARISING OUT
OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE AGENT OR
ANY ISSUING BANK UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT (INCLUDING
THE ADMINISTRATIVE AGENT'S AND THE APPLICABLE ISSUING BANK'S OWN NEGLIGENCE),
PROVIDED THAT NO BANK SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES, OR DISBURSEMENTS RESULTING FROM THE ADMINISTRATIVE AGENT'S OR THE
APPLICABLE ISSUING BANK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT
LIMITATION OF THE FOREGOING, EACH BANK AGREES TO REIMBURSE THE ADMINISTRATIVE
AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY OUT-OF-POCKET EXPENSES
(INCLUDING COUNSEL FEES) INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH
THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT,
OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE)
OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT, TO THE EXTENT THAT THE ADMINISTRATIVE
AGENT IS NOT REIMBURSED FOR SUCH BY THE BORROWER.

      Section 8.06. Successor Administrative Agent and Issuing Bank. The
Administrative Agent or an Issuing Bank may resign at any time by giving written
notice thereof to the Banks and the Borrower and may be removed at any time with
or without cause by the Majority Banks upon receipt of written notice from the
Majority Banks to such effect. Upon receipt of notice of any such resignation or
removal, the Majority Banks shall have the right to appoint a successor
Administrative Agent or Issuing Bank only with the consent of the Borrower,
which consent shall not be unreasonably withheld. If no successor Administrative
Agent or Issuing Bank shall have been so appointed by the Majority Banks with
the consent of the Borrower, and shall have accepted such appointment, within
thirty days after the retiring Administrative Agent's or Issuing Bank's giving
of notice of resignation or the Majority Banks' removal of the retiring
Administrative Agent or Issuing Bank, then the retiring Administrative Agent or
Issuing Bank may, on behalf of the Banks and the Borrower, appoint a successor
Administrative Agent or Issuing Bank, which shall be, in the case of a successor
Administrative Agent, a commercial bank organized under the laws of the United
States of America or of any State thereof and having a combined capital and
surplus of at least $500,000,000.00 and, in the case of an Issuing Bank, a Bank.
Upon the acceptance of any appointment as Administrative Agent or Issuing Bank
by a successor Administrative Agent or Issuing Bank, such successor
Administrative Agent or Issuing Bank shall thereupon succeed to and become
vested with all the rights, powers, privileges, and duties of the retiring
Administrative Agent or Issuing Bank, and the retiring Administrative Agent or
Issuing Bank shall be discharged from its duties and obligations under this
Agreement and the other Credit Documents, except that the retiring Issuing Bank
shall remain the Issuing Bank with respect to any Letters of Credit outstanding
on the effective date of its resignation or removal and the provisions affecting
such Issuing Bank with respect to such Letters of Credit shall inure to the
benefit of the retiring Issuing Bank until the termination of all such Letters
of Credit. After any retiring Administrative Agent's or Issuing Bank's
resignation or removal hereunder as Administrative Agent or Issuing Bank, the
provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent or Issuing
Bank under this Agreement and the other Credit Documents.

                                      -73-

<PAGE>

      Section 8.07. Syndication Agent. The Syndication Agent shall have no
duties, obligations, or liabilities in its capacity as Syndication Agent, the
Banks shall have no right to replace the Syndication Agent if the Syndication
Agent is no longer a Bank, and the Syndication Agent may not assign its status
as Syndication Agent to any Person.

      Section 8.08. Borrower Reliance. The Administrative Agent and the Banks
acknowledge that the Borrower may rely on any consent, approval or instructions
received by the Borrower from the Administrative Agent and/or the Banks.

      Section 8.09. Collateral Matters.

      (a) The Administrative Agent is authorized on behalf of the Banks, without
the necessity of any notice to or further consent from the Banks, from time to
time, to take any actions with respect to any Collateral or Security Documents
which may be necessary to perfect and maintain Acceptable Security Interests in
and Liens upon the Collateral granted pursuant to the Security Documents. The
Administrative Agent is further authorized on behalf of the Banks, without the
necessity of any notice to or further consent from the Banks, from time to time,
to take any action in exigent circumstances as may be reasonably necessary to
preserve any rights or privileges of the Banks under the Credit Documents or
applicable law.

      (b) The Banks irrevocably authorize the Administrative Agent to release
any Lien granted to or held by the Administrative Agent upon any Collateral: (i)
upon termination of the Commitments and payment in full of all outstanding
Advances, Letter of Credit Obligations, and all other Obligations payable under
this Agreement and under any other Credit Document; (ii) constituting Property
sold or to be sold or disposed of as part of or in connection with any
disposition permitted under this Agreement or the other Credit Documents; (iii)
constituting Property in which the Borrower or any of its Subsidiaries owned no
interest at the time the Lien was granted or at any time thereafter; (iv)
constituting Property leased to the Borrower or any of its Subsidiaries under a
lease which has expired or has been terminated in a transaction permitted under
this Agreement or is about to expire and which has not been, and is not intended
by the Borrower or such Subsidiary to be, renewed or extended; or (v) if
approved, authorized or ratified in writing by the Majority Banks or all the
Banks, as the case may be, as required by Section 9.01. Upon the request of the
Administrative Agent at any time, the Banks will confirm in writing the
Administrative Agent's authority to release particular types or items of
Collateral pursuant to this Section 8.09.

                                   ARTICLE IX

                                  MISCELLANEOUS

      Section 9.01. Amendments, Etc. No amendment or waiver of any provision of
this Agreement, the Notes, or any other Credit Document nor any consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Majority Banks and the Borrower, and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided, however, that no amendment,
waiver, or consent shall, unless in writing and signed by (i) until such time as
the aggregate Commitments are increased to $175,000,000 ("Commitment Increase

                                      -74-

<PAGE>

Date"), the Required Banks, and (ii) from and after the Commitment Increase
Date, the Majority Banks, amend Sections 6.10, 6.11, or 6.12 or consent to or
waive any departure by the Borrower therefrom; provided further that, no
amendment, waiver, or consent shall, unless in writing and signed by all the
Banks, do any of the following: (a) waive any of the conditions specified in
Section 3.01 or 3.02, (b) reduce the principal of, or interest on, the Notes or
any fees or other amounts payable hereunder or under any other Credit Document,
(c) postpone any date fixed for any payment of principal of, or interest on, the
Notes or any fees or other amounts payable hereunder or extend the Revolver
Termination Date or the Final Maturity Date, (d) change the percentage of Banks
which shall be required for the Banks or any of them to take any action
hereunder or under any other Credit Document, (e) amend Section 2.09, Section
6.01 or this Section 9.01, (f) amend the definition of "Majority Banks" or the
definition of "Required Banks"), (g) release any Guarantor from its obligations
under any Guaranty, or (h) release any material portion of the Collateral,
except as permitted under Section 8.09(b); and provided, further, that (1) no
Commitment of a Bank or any obligations of a Bank may be increased without such
Bank's written consent and (2) no amendment, waiver, or consent shall, unless in
writing and signed by the Administrative Agent or the Issuing Banks in addition
to the Banks required above to take such action, affect the rights or duties of
the Administrative Agent or the Issuing Banks, as the case may be, under this
Agreement or any other Credit Document.

      Section 9.02. Notices, Etc. All notices and other communications shall be
in writing (including facsimile or telecopy communication) and mailed, faxed or
telecopied, hand delivered or delivered by a nationally recognized overnight
courier, at the address for the appropriate party specified in Schedule 1.01(a)
or at such other address as shall be designated by such party in a written
notice to the other parties. All such notices and communications shall, when
mailed, faxed or telecopied, or hand delivered or delivered by a nationally
recognized overnight courier, be effective three days after being deposited in
the mails, or when facsimile or telecopy transmission is completed,
respectively, except that notices and communications to the Administrative Agent
pursuant to Article II or VIII shall not be effective until received by the
Administrative Agent.

      Section 9.03. No Waiver; Remedies. No failure on the part of the
Administrative Agent, any Bank, or any Issuing Bank to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

      Section 9.04. Costs and Expenses. The Borrower agrees to pay within thirty
days of receipt of an invoice therefor (a) all reasonable out-of-pocket costs
and expenses of the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this
Agreement, the Notes, and the other Credit Documents including, without
limitation, the reasonable fees and out-of-pocket expenses of outside counsel
for the Administrative Agent and with respect to advising the Administrative
Agent as to its rights and responsibilities under this Agreement, and (b) all
reasonable out-of-pocket costs and expenses, if any, of the Administrative
Agent, each Issuing Bank and each Bank (including, without limitation,
reasonable outside counsel fees and expenses of the Administrative Agent, each
Issuing Bank and each Bank) in connection with the enforcement (whether through

                                      -75-

<PAGE>

negotiations, legal proceedings or otherwise) of this Agreement, the Notes, and
the other Credit Documents.

      Section 9.05. Binding Effect. This Agreement shall become effective when
it shall have been executed by the Borrower, the Administrative Agent, and the
Banks and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Administrative Agent, each Issuing Bank, and each Bank and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights or delegate its duties under this Agreement or any
interest in this Agreement without the prior written consent of each Bank.

      Section 9.06. Bank Assignments and Participations.

      (a) Assignments. Any Bank may assign to one or more banks or other
entities all or any portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitments, the
Advances owing to it, the Notes held by it, and the participation interest in
the Letter of Credit Obligations held by it); provided, however, that (i) each
such assignment shall be of a constant, and not a varying, percentage of such
Bank's rights and obligations assigned under this Agreement, (ii) the amount of
the Commitments, Advances, and participation interest in the Letter of Credit
Obligations of such Bank being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall be, if to an entity other than a Bank, not less than
$5,000,000.00 and shall be an integral multiple of $1,000,000.00, (iii) each
such assignment shall be to an Eligible Assignee, (iv) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with the Notes subject to such assignment, and (v) each Eligible Assignee (other
than the Eligible Assignee of the Administrative Agent) shall pay to the
Administrative Agent a $3,500 administrative fee. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least three Business
Days after the execution thereof, (A) the assignee thereunder shall be a party
hereto for all purposes and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Bank hereunder and (B) such Bank thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of such Bank's
rights and obligations under this Agreement, such Bank shall cease to be a party
hereto).

      (b) Term of Assignments. By executing and delivering an Assignment and
Acceptance, the Bank thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such Bank makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency of
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such Bank makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
Guarantors or the performance or observance by the Borrower or the Guarantors of
any of their obligations under this Agreement or any other instrument or

                                      -76-

<PAGE>

document furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.05 and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such Bank or
any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vi) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a Bank.

      (c) The Register. The Administrative Agent shall maintain at its address
referred to in Section 9.02 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Banks and the Commitments of, and principal amount of the
Advances owing to, each Bank from time to time (the "Register"). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Administrative Agent, the Issuing Banks, and the
Banks may treat each Person whose name is recorded in the Register as a Bank
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower or any Bank at any reasonable time and from time
to time upon reasonable prior notice.

      (d) Procedures. Upon its receipt of an Assignment and Acceptance executed
by a Bank and an Eligible Assignee, together with the Notes subject to such
assignment, the Administrative Agent shall, if such Assignment and Acceptance
has been completed and is in substantially the form of the attached Exhibit A,
(i) accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register, and (iii) give prompt notice thereof to the Borrower.
Within five Business Days after its receipt of such notice, the Borrower shall
execute and deliver to the Administrative Agent in exchange for the surrendered
Notes (A) if such Eligible Assignee has acquired a Commitment, a new Note to the
order of such Eligible Assignee in an amount equal to the Commitment assumed by
it pursuant to such Assignment and Acceptance and (B) if such Bank has retained
any Commitment hereunder, a new Note to the order of such Bank in an amount
equal to the Commitment retained by it hereunder. Such new Note or Notes shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of the attached Exhibit A.

      (e) Participations. Each Bank may sell participations to one or more banks
or other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitments, the Advances owing to it, its participation interest in the Letter
of Credit Obligations, and the Notes held by it); provided, however, that (i)
such Bank's obligations under this Agreement (including, without limitation, its
Commitments to the Borrower hereunder) shall remain unchanged, (ii) such Bank
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) such Bank shall remain the holder of any such Notes
for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent,
and the Issuing Banks and the other Banks shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations

                                      -77-

<PAGE>

under this Agreement, and (v) such Bank shall not require the participant's
consent to any matter under this Agreement, except for change in the principal
amount of the Notes, reductions in fees or interest, releasing all or
substantially all of any collateral, or extending the Revolver Termination Date.
The Borrower hereby agrees that participants shall have the same rights under
Sections 2.10, 2.11, 2.12(b) and 9.07 as a Bank to the extent of their
respective participations.

      (f) Notwithstanding any other provision set forth in this Agreement, any
Bank may at any time assign and pledge all or any portion of its Advances and
its Notes to any Federal Reserve Bank as collateral security pursuant to
Regulation A and any Operating Circular issued by such Federal Reserve Bank. No
such assignment shall release the assigning Bank from its obligations hereunder.

      Section 9.07. Indemnification. BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE
AGENT, EACH ISSUING BANK AND EACH BANK AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS FROM, AND DISCHARGE, RELEASE, AND HOLD EACH OF THEM
HARMLESS AGAINST, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, CLAIMS,
EXPENSES, OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER TO WHICH ANY OF THEM MAY
BECOME SUBJECT RELATING TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING ANY
LIABILITIES, OBLIGATIONS, LOSSES, CLAIMS, EXPENSES, OR DAMAGES WHICH ARISE OUT
OF OR RESULT FROM (I) ANY ACTUAL OR PROPOSED USE BY THE BORROWER OR ANY
AFFILIATE OF THE BORROWER OF THE PROCEEDS OF THE ADVANCES, (II) ANY BREACH BY
THE BORROWER OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT,
(III) ANY INVESTIGATION, LITIGATION OR OTHER PROCEEDING (INCLUDING OR ANY
THREATENED INVESTIGATION OR PROCEEDING) RELATING TO THE FOREGOING, (IV) ANY
ENVIRONMENTAL CLAIM OR REQUIREMENT OF ENVIRONMENTAL LAWS CONCERNING OR RELATING
TO THE PRESENT OR PREVIOUSLY-OWNED OR OPERATED PROPERTIES OF THE BORROWER, OR
THE OPERATIONS OR BUSINESS, OF THE BORROWER, OR (V) ANY ENVIRONMENTAL CLAIM OR
REQUIREMENT OF ENVIRONMENTAL LAWS CONCERNING OR RELATED TO THE BORROWER'S
PROPERTIES AND THE BORROWER SHALL REIMBURSE THE ADMINISTRATIVE AGENT, EACH
ISSUING BANK AND EACH BANK AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS, UPON DEMAND FOR ANY REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING
REASONABLE OUTSIDE LEGAL FEES) INCURRED IN CONNECTION WITH ANY SUCH
INVESTIGATION, LITIGATION OR OTHER PROCEEDING; AND EXPRESSLY INCLUDING ANY SUCH
LOSSES, LIABILITIES, CLAIMS, DAMAGES, OR EXPENSE INCURRED BY REASON OF THE
PERSON BEING INDEMNIFIED'S OWN NEGLIGENCE, BUT EXCLUDING ANY SUCH LOSSES,
LIABILITIES, CLAIMS, DAMAGES OR EXPENSES WHICH ARE FOUND BY A FINAL,
NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED.
THE COVENANTS AND INDEMNITIES PROVIDED IN THIS SECTION SHALL SURVIVE THE
REPAYMENT OR ANY OTHER SATISFACTION OF THE OBLIGATIONS OF THE BORROWER UNDER THE
CREDIT DOCUMENTS.

      Section 9.08. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

                                      -78-

<PAGE>

      Section 9.09. Survival of Representations, etc. All representations and
warranties contained in this Agreement or made in writing by or on behalf of the
Borrower in connection herewith shall survive the execution and delivery of this
Agreement and the Credit Documents, the making of the Advances and any
investigation made by or on behalf of the Administrative Agent or any Bank, none
of which investigations shall diminish the Administrative Agent's or any Bank's
right to rely on such representations and warranties. All obligations of the
Borrower provided for in Sections 2.10, 2.11, 2.12, 9.04 and 9.07 and all of the
obligations of the Banks in Section 2.09 and 8.05 shall survive any termination
of this Agreement and repayment in full of the Obligations.

      Section 9.10. Severability. In case one or more provisions of this
Agreement or the other Credit Documents shall be invalid, illegal, or
unenforceable in any respect under any applicable law, the validity, legality,
and enforceability of the remaining provisions contained herein or therein shall
not be affected or impaired thereby.

      Section 9.11. Business Loans. The Borrower warrants and represents that
the Advances evidenced by the Notes are and shall be for business, commercial,
investment, or other similar purposes and not primarily for personal, family,
household, or agricultural use, as such terms are used in Chapter One ("Chapter
One") of the Texas Credit Code. At all such times, if any, as Chapter One shall
establish a Maximum Rate, the Maximum Rate shall be the "indicated rate ceiling"
(as such term is defined in Chapter One) from time-to-time in effect.

      Section 9.12. Usury Not Intended. It is the intent of the Borrower, the
Administrative Agent, the Issuing Banks, and the Banks in the execution and
performance of this Agreement and the other Credit Documents to contract in
strict compliance with applicable usury laws, including conflicts of law
concepts, governing the Advances of the Banks including such applicable laws of
the State of Texas and the United States of America from time-to-time in effect.
In furtherance thereof, the Administrative Agent, the Banks, and the Borrower
stipulate and agree that none of the terms and provisions contained in this
Agreement or the other Credit Documents shall ever be construed to create a
contract to pay, as consideration for the use, forbearance or detention of
money, interest at a rate in excess of the Maximum Rate and that for purposes
hereof "interest" shall include the aggregate of all charges which constitute
interest under such laws that are contracted for, charged, or received under
this Agreement and the other Credit Documents; and in the event that,
notwithstanding the foregoing, under any circumstances the aggregate amounts
taken, reserved, charged, received, or paid on the Advances, include amounts
which by applicable law are deemed interest which would exceed the Maximum Rate,
then such excess shall be deemed to be a mistake and the Bank receiving same
shall credit the same on the principal of its Notes (or if its Notes shall have
been paid in full, refund said excess to the Borrower). In the event that the
maturity of the Notes is accelerated by reason of any election of the holder
thereof resulting from any Event of Default under this Agreement or otherwise,
or in the event of any required or permitted prepayment, then such consideration
that constitutes interest may never include more than the Maximum Rate and
excess interest, if any, provided for in this Agreement or otherwise shall be
canceled automatically as of the date of such acceleration or prepayment and, if
theretofore paid, shall be credited on the Notes (or, if the Notes shall have
been paid in full, refunded to the Borrower of such interest). The provisions of
this Section shall control over all other provisions of this Agreement or the
other Credit Documents which may be in apparent conflict herewith. In
determining whether or not the

                                      -79-

<PAGE>

interest paid or payable under any specific contingencies exceeds the Maximum
Rate, the Borrower, the Administrative Agent, the Issuing Banks, and the Banks
shall to the maximum extent permitted under applicable law amortize, prorate,
allocate and spread in equal parts during the period of the full stated term of
the Note, all amounts considered to be interest under applicable law at any time
contracted for, charged, received or reserved in connection with the
Obligations.

      Section 9.13. Waiver of Jury; Consent to Jurisdiction. THE BORROWER, THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS, AND EACH BANK HEREBY IRREVOCABLY WAIVE
ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OTHER CREDIT DOCUMENT, OR ANY OF
THE TRANSACTIONS CONTEMPLATED HEREBY. The Borrower hereby irrevocably submits to
the jurisdiction of any Texas state or federal court sitting in Dallas, Texas in
any action or proceeding arising out of or relating to this Agreement or the
other Credit Documents, and the transactions contemplated thereby and the
Borrower hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such court. The Borrower hereby
unconditionally and irrevocably waives, to the fullest extent it may effectively
do so, any right it may have to the defense of an inconvenient forum to the
maintenance of such action or proceeding. The Borrower hereby agrees that
service of copies of the summons and complaint and any other process which may
be served in any such action or proceeding may be made by mailing or delivering
a copy of such process to such Borrower at its address set forth in this
Agreement. The Borrower 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
Section shall affect the rights of any Bank to serve legal process in any other
manner permitted by the law or affect the right of any Bank to bring any action
or proceeding against the Borrower or its Property in the courts of any other
jurisdiction.

      Section 9.14. Claims Subject to Judicial Reference; Selection of Referee.
ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO,
SHALL, AT THE WRITTEN REQUEST OF ANY PARTY HERETO, BE DETERMINED BY REFERENCE
(AS DEFINED BELOW). THE PARTIES HERETO SHALL SELECT A SINGLE REFEREE, WHO SHALL
BE A RETIRED STATE OR FEDERAL COURT JUDGE WITH AT LEAST FIVE YEARS OF JUDICIAL
EXPERIENCE IN CIVIL MATTERS. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A
REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE PARTIES SHALL EQUALLY
BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE PROVIDES
IN THE STATEMENT OF DECISION. THE REFERENCE SHALL BE CONDUCTED PURSUANT TO
APPLICABLE LAW. THE REFEREE SHALL DETERMINE ALL ISSUES RELATING TO THE
APPLICABILITY, INTERPRETATION, LEGALITY AND ENFORCEABILITY OF THIS AGREEMENT. IN
THE EVENT THAT MULTIPLE CLAIMS ARE ASSERTED, SOME OF WHICH ARE FOUND NOT SUBJECT
TO THIS AGREEMENT, THE PARTIES HERETO AGREE TO STAY THE PROCEEDINGS OF THE
CLAIMS NOT SUBJECT TO THIS AGREEMENT UNTIL ALL OTHER CLAIMS ARE RESOLVED IN
ACCORDANCE WITH THIS AGREEMENT. IN THE EVENT THAT CLAIMS ARE ASSERTED AGAINST
MULTIPLE PARTIES, SOME OF WHOM ARE NOT SUBJECT TO THIS AGREEMENT, THE PARTIES
AGREE TO SEVER THE CLAIMS SUBJECT TO THIS AGREEMENT AND RESOLVE THEM IN
ACCORDANCE WITH THIS AGREEMENT. IN THE EVENT OF ANY CHALLENGE TO THE LEGALITY OR
ENFORCEABILITY OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO
RECOVER THE COSTS

                                      -80-

<PAGE>

AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY IT IN CONNECTION
THEREWITH. AS USED IN THIS SECTION 9.14, "CLAIM" SHALL MEAN, CAUSE OF ACTION,
ACTION, DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE PARTIES HERETO, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR RELATES TO: (i)
ANY OF THE CREDIT DOCUMENTS; (ii) ANY NEGOTIATIONS OR COMMUNICATIONS RELATING TO
ANY OF THE CREDIT DOCUMENTS, WITHER OR NOT INCORPORATED INTO THE CREDIT
DOCUMENTS OR ANY INDEBTEDNESS EVIDENCED THEREBY; OR (iii) ANY ALLEGED
AGREEMENTS, PROMISES, REPRESENTATIONS OR TRANSACTIONS IN CONNECTION THEREWITH,
AND "REFERENCE" SHALL MEAN A JUDICIAL REFERENCE CONDUCTED PURSUANT TO THIS
AGREEMENT IN ACCORDANCE WITH APPLICABLE LAW, AS IN EFFECT AT THE TIME THE
REFEREE IS SELECTED PURSUANT TO THIS SECTION 9.14.

      Section 9.15. Governing Law. This Agreement, the Notes, and the other
Credit Documents shall be governed by, construed, and enforced in accordance
with the laws of the State of Texas. Without limiting the intent of the parties
set forth above, (a) Chapter 15, Subtitle 3, Title 79, of the Revised Civil
Statutes of Texas, 1925, as amended (relating to revolving loans and revolving
tri-party accounts), shall not apply to this Agreement, the Notes, or the
transactions contemplated hereby and (b) to the extent that any Bank may be
subject to Texas law limiting the amount of interest payable for its account,
such Bank shall utilize the indicated (weekly) rate ceiling from time to time in
effect as provided in Chapter 303 of the Texas Finance Code, as amended
(formerly known as the indicated (weekly) rate ceiling in Article 5069-1.04 of
the Revised Civil Statutes of Texas). Each Letter of Credit shall be governed by
the Uniform Customs and Practice for Documentary Credits, International Chamber
of Commerce Publication No. 500 (1993 version).

      Section 9.16. Credit Documents. To the extent the specific terms and
provisions of this Credit Agreement expressly conflict with the specific terms
and provisions of any of the other Credit Documents, the specific terms and
provisions of this Credit Agreement shall control.

      Section 9.17. Express Negligence Rule. THE INDEMNIFICATION, RELEASE AND
ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER
OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN
PART FROM THE GROSS, ACTIVE, PASSIVE, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY
OR OTHER FAULT OF ANY INDEMNIFIED PARTY. EACH OF THE ADMINISTRATIVE AGENT, THE
ISSUING BANKS, THE BANKS, THE BORROWER, AND EACH OF THE GUARANTORS ACKNOWLEDGES
THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS
CONSPICUOUS.

      Section 9.18. Statute of Frauds.

      (a) PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A
LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE LOAN AGREEMENT EXCEEDS
$50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT IS IN WRITING AND
SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED REPRESENTATIVE.

      (b) THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO
THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN CREDIT

                                      -81-

<PAGE>

AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY
AND MERGED INTO THE CREDIT AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT
DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

      (c) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                            [SIGNATURE PAGES FOLLOW]

                                      -82-

<PAGE>

              [SIGNATURE PAGE TO CREDIT AGREEMENT - PAGE 1 OF ___]

            EXECUTED as of ____________, 2004.

                                                BORROWER:

                                                HEP OPERATING COMPANY, L.P.,
                                                a Delaware limited partnership

                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________


<PAGE>

              [SIGNATURE PAGE TO CREDIT AGREEMENT - PAGE 1 OF ___]

            EXECUTED as of ____________, 2004.

                                                ADMINISTRATIVE AGENT:

                                                UNION BANK OF CALIFORNIA, N.A.

                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________

                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________


<PAGE>

              [SIGNATURE PAGE TO CREDIT AGREEMENT - PAGE 1 OF ___]

            EXECUTED as of ____________, 2004.

                                                SYNDICATION AGENT:

                                                [___________________]

                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________


<PAGE>

              [SIGNATURE PAGE TO CREDIT AGREEMENT - PAGE 1 OF ___]

            EXECUTED as of ____________, 2004.

                                                BANK:

                                                UNION BANK OF CALIFORNIA, N.A.

                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________

                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________


<PAGE>

              [SIGNATURE PAGE TO CREDIT AGREEMENT - PAGE 1 OF ___]

            EXECUTED as of ____________, 2004.

                                                BANKS:

                                                [list other banks]

                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________


<PAGE>

                                                                SCHEDULE 1.01(a)

                                   COMMITMENTS


<TABLE>
<CAPTION>
Bank                                       Commitment                Commitment
----                                       ----------                ----------
<S>                                        <C>                       <C>
Union Bank of California, N.A.                 $                         $

[Bank]                                         $                         $
</TABLE>



<PAGE>

                                                                SCHEDULE 1.01(b)

                           APPLICABLE LENDING OFFICES


<TABLE>
<CAPTION>
Bank                                       Domestic Lending Office
----                                       -----------------------
<S>                                        <C>
Union Bank of California, N.A.             445 South Figueroa Street, Suite 1502
                                           Los Angeles, California 90071
                                           Telecopier: 213-236-5747
                                           Attention: Energy Capital Services

[Bank
</TABLE>