EXHIBIT 99.B




                        SECOND AMENDMENT

                               TO

            $3,000,000,000 REVOLVING CREDIT AGREEMENT

                        AND THIRD WAIVER



                   Dated as of August 6, 2004

                              among

        EL PASO CORPORATION, EL PASO NATURAL GAS COMPANY,
      TENNESSEE GAS PIPELINE COMPANY, ANR PIPELINE COMPANY
              and COLORADO INTERSTATE GAS COMPANY,
                          as Borrowers,

                    THE LENDERS party hereto,

                               and

                      JPMORGAN CHASE BANK,
                     as Administrative Agent

      ABN AMRO BANK N.V. and CITICORP NORTH AMERICA, INC.,
                   as Co-Documentation Agents

      BANK OF AMERICA, N.A. and CREDIT SUISSE FIRST BOSTON,
                    as Co-Syndication Agents



                        SECOND AMENDMENT
          TO $3,000,000,000 REVOLVING CREDIT AGREEMENT
                        AND THIRD WAIVER


     This  SECOND  AMENDMENT TO $3,000,000,000  REVOLVING  CREDIT
AGREEMENT AND THIRD WAIVER (this "Second Amendment") dated as  of
August  6, 2004, is by and among EL PASO CORPORATION, a  Delaware
corporation  (the  "Company"), EL PASO  NATURAL  GAS  COMPANY,  a
Delaware corporation ("EPNGC"), TENNESSEE GAS PIPELINE COMPANY, a
Delaware  corporation ("TGPC"), ANR PIPELINE COMPANY, a  Delaware
corporation ("ANR"), COLORADO INTERSTATE GAS COMPANY, a  Delaware
corporation  ("CIG"),  the  several  banks  and  other  financial
institutions   signatories  hereto,  JPMORGAN  CHASE   BANK,   as
Administrative Agent (the "Administrative Agent"), ABN AMRO  BANK
N.V.  and  CITICORP  NORTH  AMERICA,  INC.,  as  Co-Documentation
Agents, and BANK OF AMERICA, N.A. and CREDIT SUISSE FIRST BOSTON,
as   Co-Syndication  Agents,  and  is  in  connection  with   the
$3,000,000,000 Revolving Credit Agreement, dated as of April  16,
2003,   as   amended   by  that  certain   First   Amendment   to
$3,000,000,000 Revolving Credit Agreement and Waiver (the  "First
Amendment")  dated  as  of March 15, 2004  (as  so  amended,  the
"Credit Agreement"), by and among the Company, EPNGC, TGPC,  ANR,
CIG,  the  several  banks and other financial institutions  party
thereto  (the  "Lenders"),  the  Administrative  Agent,  the  Co-
Documentation  Agents and the Co-Syndication Agents.   Each  term
defined in the Credit Agreement and not otherwise defined  herein
shall  have  the  meaning assigned to such  term  in  the  Credit
Agreement.   Unless otherwise indicated, all section and  article
references   in  this  Second  Amendment  refer  to  the   Credit
Agreement.

                            RECITALS:

     WHEREAS,  the  Company requested, and the  Majority  Lenders
granted, certain modifications and waivers pursuant to the  First
Amendment, in connection with the Company's Reserve Reduction (as
such  term is defined in such First Amendment), its inability  to
timely  file  its  annual  report on  Form  10-K,  including  its
financial  statements for the year ended December 31, 2003,  with
the  Securities  and  Exchange Commission and  its  inability  to
deliver such annual report and such financial statements  to  the
Lenders  within  120  days after such year  end  as  required  by
Section 5.08(b) of the Credit Agreement.

     WHEREAS,  the  Company further requested, and  the  Majority
Lenders granted, certain waivers pursuant to the Second Waiver to
$3,000,000,000 Revolving Credit Agreement dated as  of  June  15,
2004,  among  the Company, EPNGC, TGPC, ANR, CIG  and  the  other
parties  thereto, in connection with (i) the Company's  continued
inability  to  deliver its annual report on  Form  10-K  and  the
related financial statements to the Lenders within 120 days after
such  year  end  as  required by Section 5.08(b)  of  the  Credit
Agreement  and (ii) its inability to timely deliver its unaudited
financial statements for the quarter ended March 31, 2004, to the
Lenders  within  60 days after such date as required  by  Section
5.08(a) of the Credit Agreement.

     WHEREAS, the Company and its auditors are currently  engaged
in  discussions concerning the historic accounting  treatment  of
certain hedging transactions entered into by certain Subsidiaries
of  the  Company beginning in 1999, which could result in  (i)  a
determination  that such transactions were incorrectly  reflected
in  the financial statements of the Company during periods ending
on or after December 31, 1999 (a "Hedging Adjustment") and (ii) a
writedown  of the Company's assets to reflect additional  ceiling
test charges aggregating not more than $2,000,000,000 relating to
the hedging transactions in such years (a "Hedge Revaluation").

     WHEREAS,  a  Hedging Adjustment or a Hedge  Revaluation  may
result  in  a restatement of the consolidated balance sheets  and
the  related consolidated statements of income and cash flows  of
the Company for all or any of the fiscal quarters and years ended
before   December  31,  2003  (any  such  restatement,  a  "Hedge
Restatement").

     WHEREAS, in Section 4.05 of the Credit Agreement the Company
has represented and warranted to the Administrative Agent and the
Lenders  that the consolidated balance sheet of the  Company  and
its  consolidated Subsidiaries as at December 31, 2002,  and  the
related consolidated statements of income and cash flows  of  the
Company  and  its consolidated Subsidiaries for the  fiscal  year
then   ended,   reported   on   by  PricewaterhouseCoopers   LLP,
independent public accountants, fairly presented the consolidated
financial   condition  of  the  Company  and   its   consolidated
Subsidiaries  as  at  such date and the consolidated  results  of
operations  of the Company and its consolidated Subsidiaries  for
the  period  ended  on  such date, all in  accordance  with  GAAP
consistently applied.

     WHEREAS,  a  Hedge Restatement may render the representation
and  warranty  of the Company set forth in Section  4.05  of  the
Credit  Agreement incorrect in a material respect as of the  date
such representation and warranty was made.

     WHEREAS,  a Hedge Revaluation, if necessary, may affect  the
Capitalization of the Company beginning in the fiscal year  ended
December 31, 1999, with respect to non-cash write downs that  may
have  to  be reported for any or all periods ending on  or  after
such date.

     WHEREAS,  the  Company has requested that the Administrative
Agent   and   the   Lenders   (i)   amend   the   definition   of
"Capitalization"  to  account for the possibility  of  the  Hedge
Revaluation, (ii) waive any default with respect to Section  4.05
that  may  result  from the Hedge Restatement,  (iii)  waive  any
default  with respect to representations and warranties  made  by
the  Company  as  of the Effective Date of the  Credit  Agreement
relating to its prior credit agreements that may result from  the
Hedge Restatement and (iv) waive certain other defaults under the
Credit Agreement that may result from Hedge Restatement.

                           AGREEMENT:

     In  consideration  of the premises and the mutual  covenants
contained herein and in the Credit Agreement, and for other  good
and  valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged, the parties hereto,  intending  to  be
legally bound, hereby agree as follows:

     Section  1.      Definitions.  For purposes of  this  Second
Amendment, the following terms have the meanings set forth below:

          (i)    "Excepted Default" means an event  or  condition
     that  could or has become an "Event of Default" pursuant  to
     the  provisions of Sections 9.01(c) and (d) of  the Excepted
     Subsidiary Indenture.

          (ii)   "Excepted Subsidiary" means either  of  Gemstone
     Investor Limited or Gemstone Investor, Inc.

          (iii)      "Excepted  Subsidiary Indenture"  means  the
     Indenture  dated  as  of  May 9, 2002,  among  the  Excepted
     Subsidiaries, as issuers, The Bank of New York, as  the  New
     Indenture  Trustee, and the Company, as guarantor,  pursuant
     to  which the Excepted Subsidiaries' 7.71% Guaranteed Senior
     Unsecured Notes due 2004 were issued.

          (iv)    "Material  Indebtedness"  means  any  Debt   or
     Guaranty of the Company or any Significant Subsidiary in  an
     aggregate principal amount of $100,000,000 or more.

          (v)   "Matured  Default" means any event  or  condition
     which   allows  the  holder  or  holders  of  any   Material
     Indebtedness  to  accelerate the maturity of  such  Material
     Indebtedness.

          (vi) "Significant Subsidiary" means (i) each Subsidiary
     of  the Company that would be a "significant subsidiary"  of
     the Company within the meaning of Rule 1-02 under Regulation
     S-X  promulgated  by the Securities and Exchange  Commission
     and  (ii)  each of the Credit Related Parties, El  Paso  CGP
     Company, Gemstone Investor Limited, Gemstone Investor,  Inc.
     and El Paso Production Holding Company.

          (vii)     "Waiver Expiration" has the meaning set forth
     in Section 6.

          (viii)     "Unmatured  Default"  means  any  event   or
     condition  which,  with notice or lapse  of  time  or  both,
     allows the holder or holders of any Material Indebtedness to
     accelerate the maturity of such Material Indebtedness.

     Section  2.      Amendments to Section 1.01  of  the  Credit
Agreement.

          (a)  The following definitions are hereby added Section
1.01 of the Credit Agreement in their proper  alphabetical order:

               (i)  "Early Maturity Debt" means Debt the maturity
of which is scheduled to occur prior to the Maturity Date.

               (ii)  "Gemstone Issuers" means  Gemstone  Investor
Limited and Gemstone Investor, Inc.

               (iii)  "Gemstone Indenture Debt "means the obliga-
tions of the Gemstone Issuers pursuant to the Indenture  dated as
of May 9, 2002, among the Gemstone Issuers, The Bank of New York,
as  the  New Indenture Trustee, and the  Company,  as  guarantor,
pursuant  to which  the Gemstone Issuers' 7.71% Guaranteed Senior
Unsecured Notes due 2004 were issued.

               (iv) "Intercompany Debt" means  all  Debt  owed by
the Company to a Subsidiary of the Company, all Debt  owed  by  a
Subsidiary of the Company to the Company, and all Debt  owed by a
Subsidiary of the Company to another such Subsidiary.

               (v)  "Late Maturity Debt"  means  Debt (other than
Intercompany Debt) the  maturity of  which is  scheduled to occur
after the Maturity Date.

               (vi) "Liquidity"  means  the  sum   of  all   cash
balances of the Company and the  amount by  which  the  aggregate
amount of the Lenders' Commitments  then  exceeds  the  aggregate
principal amount of the total Credit  Exposure  then  outstanding
as of the date of determination.

          (b)  The defined  term "Capitalization"  set  forth  in
Section 1.01 of the Credit Agreement is hereby amended to read in
its entirety as follows:

          "Capitalization" of any Person means the  sum  (without
     duplication) of (a) consolidated Debt of such Person and its
     consolidated Subsidiaries, plus (b) the aggregate amount  of
     Guaranties by such Person and its consolidated Subsidiaries,
     plus (c) the consolidated common and preferred stockholders'
     equity  of  such  Person and its consolidated  Subsidiaries,
     plus (d) the cumulative amount by which stockholders' equity
     of such Person shall have been reduced by reason of non-cash
     write  downs  of  long-term assets (i)  resulting  from  the
     writedown of the Company's proven reserves of crude oil  and
     natural gas reported by the Company on February 17, 2004  in
     an  amount not to exceed 1.83 trillion cubic feet equivalent
     (and   any  corresponding  ceiling  test  impairment  charge
     resulting  therefrom), to the extent that such writedown  or
     impairment charges are applied to any fiscal period ended on
     or  before December 31, 2003, (ii) resulting from additional
     ceiling test impairment charges in an amount(s) of not  more
     than  $2,000,000,000 resulting from the  correction  of  the
     accounting  treatment of hedging transactions  entered  into
     beginning in 1999 to the extent such impairment charges  are
     applied to any fiscal period ended on or before December 31,
     2003,  or (iii) from and after the Effective Date, plus  (e)
     in  the  case  of  the  Company,  those  items  included  as
     "preferred  interests  of  consolidated  subsidiaries"   (or
     analogous  line item) as listed on the consolidated  balance
     sheet of the Company as of December 31, 2002, and regardless
     of  any  change thereafter in accounting treatment  thereof,
     plus (f) in the case of the Company, those items included as
     "minority   interests  of  consolidated  subsidiaries"   (or
     analogous  line item) as listed on the consolidated  balance
     sheet of the Company as of December 31, 2002, and regardless
     of any change thereafter in accounting treatment thereof, so
     long as the terms and conditions of any financing associated
     with  any such items referred to in clause (e) or (f)  above
     (or  successive extensions or refinancings thereof) are  not
     amended  so as to become more restrictive to the Company  or
     its  Subsidiaries  than  the terms and  conditions  of  this
     Agreement,  and  minus (g) accumulated  other  comprehensive
     income (loss) (or analogous line item).

     Section  3.      Amendment  to  Article  VI  of  the  Credit
Agreement.  Article VI of the Credit Agreement is hereby  amended
by adding the following Section 6.07:

          Section  6.07    Limitation on the Repayment  of  Debt.
          The  Company shall not, and shall not permit any of its
          consolidated   Subsidiaries  to,   voluntarily   prepay
          (excluding  any  regularly scheduled or other  required
          payment   or  prepayment)  any  Debt  (excluding   Debt
          incurred  pursuant  hereto)  of  the  Company  and  its
          consolidated Subsidiaries prior to the maturity thereof
          (whether by acceleration or otherwise) except  for  (a)
          Early Maturity Debt, (b) the refinancing or replacement
          of  Debt  existing  as  of  August  6,  2004  on  terms
          substantially  similar to the terms of  such  Debt  and
          without  increasing  the  aggregate  principal   amount
          thereof  existing  at the time of such  refinancing  or
          replacement,  (c) Intercompany Debt owed  to  a  Credit
          Related  Party  and  (d) after  the  repayment  of  all
          Gemstone Indenture Debt, Late Maturity Debt, so long as
          (i)  the Company has delivered its financial statements
          for  the  periods ending December 31, 2003,  March  31,
          2004  and June 30, 2004, and is otherwise in compliance
          with  the  covenants contained in Section 5.08(a),  (b)
          and  (c), (ii) the principal amount of all such prepaid
          Late Maturity Debt shall not exceed $250,000,000 in the
          aggregate  and (iii) after giving effect  to  any  such
          prepayment  of  Late Maturity Debt, the  Company  shall
          have   Liquidity   of  not  less  than  $1,000,000,000;
          provided,  however, that if the Company, from  time  to
          time,  issues  Equity Interests that constitute  common
          stock,  all  of the net proceeds of the  sale  of  such
          Equity Interests may be used to prepay any Debt of  the
          Company or any of its Subsidiaries without restriction.

     Section  4.      Amendments to Article  VII  of  the  Credit
Agreement.  Article VII of the Credit Agreement is hereby amended
by  amending and restating paragraph (e) thereof to read  in  its
entirety as follows:

          (e)   The Company or any consolidated Subsidiary  shall
     fail  to  pay  any  Debt  or Guaranty  (excluding  Debt  and
     Guarantees  incurred pursuant hereto) of such Person  in  an
     aggregate principal amount of $200,000,000 or more, at  such
     time, or any installment of principal thereof or interest or
     premium  thereon,  when due (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 or Guaranty; or any  other  default
     under any agreement or instrument relating to any such  Debt
     in such aggregate principal amount or any Covered Obligation
     (excluding Debt and Guarantees incurred hereunder),  or  any
     other  event (other than an exercise of voluntary prepayment
     or  voluntary  purchase  option or analogous  right  or  any
     issuance or Disposition of Equity Interests or other assets,
     or  an  incurrence  or  issuance of  Indebtedness  or  other
     obligations,  giving  rise  to  a  repayment  or  prepayment
     obligations  in  respect  of  such  Debt  or  such   Covered
     Obligation),  shall  occur  and  shall  continue  after  the
     applicable grace period, if any, specified in such agreement
     or  instrument, if the effect of such default or event is to
     accelerate  the  maturity of such  Debt  in  such  aggregate
     principal amount or such Covered Obligation or that  enables
     or  permits (with or without the giving of notice, the lapse
     of  time or both) the holder or holders of any such Debt  in
     such  aggregate principal amount or such Covered  Obligation
     or  any trustee or agent on its behalf or on behalf of  such
     holder  or  holders to cause any such Debt in such aggregate
     principal  amount or such Covered Obligation to become  due,
     or  to  require  the prepayment, repurchase,  redemption  or
     defeasance   thereof,  prior  to  its  scheduled   maturity;
     provided,  however,  that with respect to  (i)  the  Covered
     Obligations   in   respect  of  the  Coastal   Petrochemical
     Underlying Transaction and (ii) the Gemstone Indenture Debt,
     an Event of Default under this paragraph (e) shall not occur
     until  the  Company  shall  have failed  to  pay  an  amount
     properly demanded in respect of the related Company  Project
     Support  Document  for the Coastal Petrochemical  Underlying
     Transaction or its Guaranty of the Gemstone Indenture  Debt,
     as  applicable,  and such failure shall have  continued  for
     three   Business  Days  after  such  demand;  and  provided,
     further, that the failure of the Company or its Subsidiaries
     to  deliver  financial  statements for  the  periods  ending
     December  31,  2003, March 31, 2004 and June  30,  2004,  as
     required  pursuant to the terms and provisions of  any  such
     Debt  or Guaranty in such aggregate amount shall not  become
     an Event of Default under this paragraph (e) until such time
     as  the holder or holders of any such Debt in such aggregate
     principal amount or any trustee or agent on its behalf or on
     behalf  of  such  holder or holders  shall  have  given  any
     required notice if the effect of such notice is to cause any
     such  Debt in such aggregate principal amount to become  due
     or  to  require  the prepayment, repurchase,  redemption  or
     defeasance thereof prior to its stated maturity as a  result
     of such failure to deliver financial statements; or

     Section  5.     Waivers.  The Administrative Agent  and  the
Lenders hereby waive each of the following:

          (a)  any Default or Event of Default arising out of any
breach of the  representations and  warranties of the  Company as
set forth in Section 4.05 of the Credit Agreement  caused  by  or
resulting  from the  Hedging  Adjustment,  the Hedge  Revaluation
or the Hedge Restatement;

          (b)  any Default or Event of Default arising out of any
breach of any representation or warranty of the Company or any of
its Subsidiaries confirming  that as of  the  Effective  Date  no
default or event of default had occurred or was  continuing under
any of  the  364-Day Facility, the 3-Year Facility,  the  Mustang
Financing  or  any  other  prior  credit   agreement  or  similar
agreement of  the Company evidencing borrowed money, which breach
is the result  of a  default  or  event  of default arising under
any  such  prior agreement as of such date that is caused  by  or
results  from  the Hedging   Adjustment,  the  Hedge  Revaluation
or   the   Hedge Restatement;

          (c)   any  other  Default  or  Event of  Default  under
Article VII(b) or Article VII(c) of the  Credit Agreement arising
out of a  breach  of  Article IV  of the  Credit Agreement  or of
Section 5.04 or 6.02  of  the  Credit  Agreement  that  would not
otherwise have  occurred  but  for the  existence  of the Hedging
Adjustment, the Hedge Revaluation or the Hedge Restatement;

          (d)  subject to Section 6  hereof,  compliance  by  the
Company  with  the  affirmative  covenant  contained  in  Section
5.08(a)  of  the   Credit Agreement,  insofar  as  such  covenant
requires that the  unaudited financial statements for the Company
and  its  consolidated  Subsidiaries  required  to  be  delivered
thereunder  for  the  fiscal  quarters  ended March 31, 2004, and
June 30, 2004, must be delivered to each  Lender  within  60 days
after the end of each such quarter together with an  accompanying
certificate  of  the   chief  financial  officer,  controller  or
treasurer of the Company;

          (e)  subject to  Section 6  hereof,  compliance  by the
Company with the  affirmative  covenants  contained  in  Sections
5.08(b)  and  (c)  of  the  Credit  Agreement,  insofar  as  such
covenants require  that the  audited financial statements for the
Company  and  its   consolidated  Subsidiaries   required  to  be
delivered thereunder for the fiscal year ended December 31, 2003,
must  be   delivered  to  each  Lender  within  120  days   after
December 31, 2003, together with an  accompanying  certificate of
the  chief  financial  officer, controller  or  treasurer  of the
Company; and

          (f)  if the  Company  fails  to comply on or before the
Waiver Expiration, with the  affirmative  covenants  contained in
Sections   5.08(a), (b) or (c)  for  the  fiscal  periods  ending
December 31, 2003, March 31, 2004, and  June 30, 2004 , and  with
respect only to a renewal or extension of any  Letter  o f Credit
issued by an Issuing Bank prior to  the  Waiver  Expiration , the
condition set forth in Section 3.03(b) insofar  as,  and  for  as
long as, such condition is not satisfied because of the existence
and continuation of a Default or Event of Default arising out  of
the Company's failure  to  comply  with  Section 5.08(a), (b)  or
(c) with respect to the fiscal  periods ending December 31, 2003,
March 31, 2004, and June 30, 2004.

     Section  6.     Expiration of Certain Waivers.  The  waivers
set  forth  in  Sections 5(d) and 5(e) of this  Second  Amendment
shall  expire   upon the earliest to occur of the following  (the
"Waiver Expiration"):

          (i)   September 30, 2004, with respect to  the  waivers
     set  forth  in  Section  5(e) of this Second  Amendment  and
     November 30, 2004, with respect to the waivers set forth  in
     Section 5(d) of this Second Amendment;

          (ii) the date upon which the Company or any Significant
     Subsidiary  shall receive notice from the holder or  holders
     under  any  Material  Indebtedness, or from  any  Person  or
     Persons authorized to deliver such notice on behalf of  such
     holder or holders, of an Unmatured Default;

          (iii)   the   date  on   which  the  Company   or   any
     Significant  Subsidiary shall be required to provide  notice
     to the holder or holders of any Material Indebtedness, or to
     any  other  Person  or Persons authorized  to  receive  such
     notice  on behalf of such holder or holders, of an Unmatured
     Default which would become a Matured Default upon the  lapse
     of time without any further action by any Person;

          (iv)  the  date on which the Company or any Significant
     Subsidiary  has knowledge of, or should have  had  knowledge
     of,  an  Unmatured Default (other than an Excepted  Default)
     under  any  Material  Indebtedness if  the  effect  of  such
     knowledge  by  such  Person is that such  Unmatured  Default
     would  become  a  Matured Default upon  the  lapse  of  time
     without any further action by any Person;

          (v)  the date upon which a Matured Default with respect
     to   any  Material  Indebtedness  (other  than  an  Excepted
     Default) first exists; and

          (vi)  the  date upon which the Company or any  Excepted
     Subsidiary  shall have received with respect to an  Excepted
     Default  either  a  "Default  Notice"  pursuant  to  Section
     9.01(x) of the Excepted Subsidiary Indenture or a notice  of
     acceleration  pursuant to Section 9.01(y)  of  the  Excepted
     Subsidiary Indenture;

and  provided further, that if the Waiver Expiration occurs prior
to  compliance by the Company with Sections 5.08(a), (b) and (c),
then,  notwithstanding the grace period provided for  in  Article
VII(d),  the Default arising out of the Company's failure  to  so
comply with Sections 5.08(a), (b) or (c) shall become an Event of
Default  if such Default remains unremedied for twenty-nine  (29)
days  after  the  date of the Waiver Expiration and  this  Second
Amendment shall constitute written notice of such Default to  the
Company  for  purposes of Article VII(d) and such written  notice
shall  be deemed to be received by the Company as of the date  of
the Waiver Expiration.

     Section  7.      Limitations.  The waivers set forth  herein
are  limited precisely as written and shall not (a) be deemed  to
be a waiver or modification of any other term or condition of the
Credit  Agreement  (including, but  not  limited  to,  any  other
Default  or  Event of Default under the Credit Agreement  arising
out  of  the same factual predicate as the Defaults waived herein
in  Section  5)  or  (b) except as expressly  set  forth  herein,
prejudice any right or rights which the Lenders may now  have  or
may  have  in the future under or in connection with  the  Credit
Agreement  or any of the other documents or instruments  referred
to  therein.  Except as expressly modified hereby or  by  express
written amendments thereof, the Credit Agreement and each of  the
other Loan Documents and instruments executed in connection  with
any  of  the  foregoing are and shall remain in  full  force  and
effect.  In the event of a conflict between this Second Amendment
and  any  of  the foregoing documents, the terms of  this  Second
Amendment shall be controlling.

     Section  8.     Effectiveness.  This Second Amendment  shall
become  effective  on the date on which the following  conditions
have been satisfied or waived: (a) the Administrative Agent shall
have  received this Second Amendment, executed and  delivered  by
each Borrower, the Administrative Agent and the Majority Lenders,
(b) each Guarantor other than the Company shall have executed and
delivered  an acknowledgment and consent to this Second Amendment
substantially  in the form of Exhibit A hereto,  (c)  except  for
Excepted  Defaults, no Matured Default exists and is  continuing,
(d)  the Company shall have paid to each Lender that delivers its
executed signature page to this Second Amendment (i) at or  prior
to  5:00 p.m. Central Daylight Savings Time on Tuesday, August 3,
2004,  an  amendment  fee in an amount equal  to  0.075%  of  the
Commitment  of  such  Lender and (ii)  after  5:00  p.m.  Central
Daylight Savings Time on Tuesday, August 3, 2004, but at or prior
5:00  p.m.  Central  Daylight Savings Time on Monday,  August  9,
2004,  an  amendment  fee in an amount  equal  to  0.05%  of  the
Commitment of such Lender and (e) the Administrative Agent  shall
have  received  evidence satisfactory to it that any  default  or
event  of  default under the Financing Documents  (including  any
Company  Project  Support Document or any  Company  Reimbursement
Document (as such term is defined in Appendix A-1 to the Security
and  Intercreditor  Agreement)) for (i) the  Lakeside  Underlying
Transaction (as defined on Schedule 1 attached hereto)  and  (ii)
each of the Additional Covered Letters of Credit (as described on
Schedule  1 attached hereto) arising from the Hedging Adjustment,
the  Hedge Revaluation or the Hedge Restatement has been  waived,
cured or otherwise remedied.

     Section  9.     Representations and Warranties.  The Company
hereby  represents and warrants to the Administrative  Agent  and
each of the Lenders that:

          (a)  each of the representations and warranties made by
the Company or its Subsidiaries in  or  pursuant  to  the  Credit
Agreement and the other Loan Documents (excluding Section 4.05 of
the  Credit  Agreement)  is  true and  correct  in  all  material
respects  as of the date hereof, as if made (after giving  effect
to  this Second Amendment) on and as of such date, except for any
representations and warranties made as of a specified date, which
are  true  and  correct  in  all material  respects  as  of  such
specified date;

          (b)  after giving effect to  this Second  Amendment, no
Default or Event  of  Default has occurred  and is  continuing as
of the date hereof;

          (c)  based  upon  the  rules  and  regulations  of  the
Securities and Exchange Commission regarding  the  calculation of
proven reserves and the information known by the  Company  as  of
December 31, 2003, the Company's proven reserves of crude oil and
natural  gas  as  of  December 31, 2003,  are  approximately  2.6
trillion cubic feet of gas equivalent; and

          (d)  except for the obligations set forth on Schedule 2
attached  hereto,  there  is  no  credit  agreement,  instrument,
guarantee, bond indenture or similar document or  agreement  with
respect to Debt or Guarantees of the Company  or  any Significant
Subsidiary in an aggregate principal  amount  of  $50,000,000  or
more  under  which  an  Unmatured  Default  or  a Matured Default
(excluding for purposes of this  representation any breach of the
Company's obligations to  deliver  financial  statements  for the
periods  ended  December 31, 2003,  March 31, 2004  and  June 30,
2004,  within  any   applicable  time  period  required  by  such
documents or agreements) will occur as a  result of  the  Hedging
Adjustment, the Hedge Revaluation or the Hedge Restatement.

          (e)  for the period  commencing  June 15, 2004  to  and
including the effective  date of this  Second Amendment,  neither
the Company nor any Significant Subsidiary has (i) been  required
to  provide  a  notice  with  respect  to  any Unmatured Default,
(ii)  received  notice  from  any  Person  with  respect  to  any
Unmatured Default or (iii) acquired knowledge  of  any  Unmatured
Default; provided, however, that the representations made  in the
foregoing  clauses (i) and (iii) are not made as to  any Excepted
Default.

          (f)  no  Matured Default  exists  and  is  continuing;
provided, however, that no such representation is made as to any
Excepted Default.

     Section  10.     Covenant  Regarding Coastal  Petrochemical.
The  Company hereby agrees to (a) use its commercially reasonable
efforts to obtain a waiver with respect to any event or condition
which constitutes an event of default or which upon notice, lapse
of time or both would, unless cured or waived, become an event of
default  under  the  Financing Documents (including  any  Company
Project   Support   Document)  for  the   Coastal   Petrochemical
Underlying Transaction arising from the failure of the Company to
timely  deliver  its  financial statements and  (b)  to  promptly
provide a certified copy of any such waiver to the Administrative
Agent.

     Section   11.     Covenant  to  Deliver  Notice  of   Waiver
Expiration.   The  Company hereby covenants  to  deliver  written
notice  to  the  Administrative Agent of  the  Waiver  Expiration
promptly upon the occurrence thereof and, if applicable,  a  copy
of  each  notice  with respect to any Unmatured Default,  whether
required  to  be  provided  by  the Company  or  any  Significant
Subsidiary  or  received by the same, promptly  upon  either  the
receipt  thereof or the delivery thereof by the Company  or  such
Significant Subsidiary.

     Section  12.     Adoption, Ratification and Confirmation  of
Loan  Documents.   The Company and each of the  Pipeline  Company
Borrowers   hereby  adopts,  ratifies  and  confirms   the   Loan
Documents,  as amended hereby, and acknowledges and  agrees  that
the  Loan  Documents, as amended hereby, are and remain  in  full
force and effect.

     Section 13.    Governing Law.  This Second Amendment And The
Rights  And  Obligations  Of  The  Parties  Hereunder  Shall   Be
Construed In Accordance With And Be Governed By The Laws  Of  The
State Of New York.

     Section  14.     Descriptive Headings, Etc.  The descriptive
headings  of  the several sections of this Second  Amendment  are
inserted  for convenience only and shall not be deemed to  affect
the meaning or construction of any of the provisions hereof.  The
statements  made  and the terms defined in the recitals  to  this
Second   Amendment  are  hereby  incorporated  into  this  Second
Amendment in their entirety.

     Section  15.    Payment of Expenses.  The Company agrees  to
pay  or reimburse the Administrative Agent for all of its out-of-
pocket costs and reasonable expenses incurred in connection  with
this Second Amendment, any other documents prepared in connection
herewith  and  the  transactions contemplated hereby,  including,
without  limitation,  the reasonable fees  and  disbursements  of
counsel to the Administrative Agent.

     Section 16.    Entire Agreement.  This Second Amendment  and
the   documents   referred  to  herein   represent   the   entire
understanding of the parties hereto regarding the subject  matter
hereof  and  supersede  all  prior and contemporaneous  oral  and
written  agreements  of the parties hereto with  respect  to  the
subject matter hereof.

     Section 17.    Counterparts.  This Second Amendment  may  be
executed  in  any number of counterparts (including by  telecopy)
and by different parties on separate counterparts and all of such
counterparts   shall  together  constitute  one  and   the   same
instrument.

     Section  18.     Successors.  The execution and delivery  of
this Second Amendment by any Lender shall be binding upon each of
its   successors  and  assigns  (including  transferees  of   its
Commitment  and  Loans  in  whole  or  in  part  prior   to   the
effectiveness  hereof)  and binding in  respect  of  all  of  its
Commitment and Loans.

[Signature Pages to this Second Amendment Begin on the Next Page]

     In  Witness  Whereof, the parties hereto  have  caused  this
Second  Amendment  to  be duly executed and  delivered  by  their
respective duly authorized officers as of the date first  written
above.

THE COMPANY:                  EL PASO CORPORATION


                              By:   /s/ John J. Hopper
                                 --------------------------------
                                 Name:  John J. Hopper
                                 Title: Vice President and Treasurer


PIPELINE COMPANY BORROWERS:

                              EL PASO NATURAL GAS COMPANY


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer


                              TENNESSEE GAS PIPELINE COMPANY


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer


                              ANR PIPELINE COMPANY


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer


                              COLORADO INTERSTATE GAS COMPANY


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer




ADMINISTRATIVE  AGENT:        JPMORGAN CHASE BANK, individually and as
                              Administrative Agent


                              By:    /s/ Peter M. Ling
                                 ---------------------------
                                 Name:   Peter M. Ling
                                 Title:  Managing Director



LENDERS:                      ABN AMRO BANK N.V.


                              By:   /s/ Stephanie B. Casas
                                 -------------------------------
                                 Name:  Stephanie B. Casas
                                 Title: Vice President


                              By:   /s/ R. Scott Donaldson
                                 -------------------------------
                                 Name:  R. Scott Donaldson
                                 Title: Vice President



                              CITICORP NORTH AMERICA, INC.


                              By:   /s/ K. CLinton Gerst
                                 -------------------------------
                                 Name:  K. Clinton Gerst
                                 Title: Attorney-in-Fact



                              BANK OF AMERICA, N.A.


                              By:   /s/ Patrick Honey
                                 -------------------------------
                                 Name:  Patrick Honey
                                 Title: Principal


                              CREDIT SUISSE FIRST BOSTON, ACTING
                              THROUGH ITS CAYMAN ISLANDS BRANCH



                              By:   /s/ Karl M.Studer
                                 -------------------------------
                                 Name:  Karl M. Studer
                                 Title: Director


                              By:   /s/ Denise L. Alvarez
                                 -------------------------------
                                 Name:  Denise L. Alvarez
                                 Title: Associate



                              THE BANK OF NOVA SCOTIA


                              By:   /s/ M. D. Smith
                                 -------------------------------
                                Name:   M. D. Smith
                                Title:  Agent Operations



                              HVB AG, NEW YORK BRANCH


                              By:   /s/ LoriAnn Curnyn
                                 -------------------------------
                                 Name:  LoriAnn Curnyn
                                 Title: Managing Director


                              By:   /s/ Shannon Batchman
                                 -------------------------------
                                 Name:  Shannon Batchman
                                 Title: Director

                              BNP PARIBAS


                              By:   /s/ Larry Robinson
                                 -------------------------------
                                 Name:  Larry Robinson
                                 Title: Director


                              By:   /s/ Mark A. Cox
                                 -------------------------------
                                 Name:  Mark A. Cox
                                 Title: Director



                              DEUTSCHE BANK AG NEW YORK BRANCH


                              By:   /s/ Joel Makowsky
                                 -------------------------------
                                 Name:  Joel Makowsky
                                 Title: Director


                              By:   /s/ Richard Henshall
                                 -------------------------------
                                 Name:  Richard Henshall
                                 Title: Director


                              THE ROYAL BANK OF SCOTLAND plc


                              By:   /s/ Patricia J. Dundee
                                 -------------------------------
                                 Name:  Patricia J. Dundee
                                 Title: Senior Vice President


                              SOCIETE GENERALE


                              By:   /s/ Graeme R. Bullen
                                 -------------------------------
                                 Name:  Graeme R. Bullen
                                 Title: Vice President



                              WESTLB AG NEW YORK BRANCH


                              By:   /s/ Walter T.Duffy III
                                 -------------------------------
                                 Name:  Walter T. Duffy III
                                 Title: Director


                              By:   /s/ Jeffrey S. Davidson
                                 -------------------------------
                                 Name:  Jeffrey S. Davidson
                                 Title: Associate Director



                              MIZUHO CORPORATE BANK, LTD.


                              By:   /s/ Noel Purcell
                                 -------------------------------
                                 Name:  Noel Purcell
                                 Title: SVP & Dept. Head



                              THE BANK OF NEW YORK


                              By:   /s/ Albert R. Taylor
                                 -------------------------------
                                 Name:  Albert R. aylor
                                 Title: Vice President



                              ANCHORAGE CAPITAL MASTER OFFSHORE,
                              LTD.


                              By:
                                Name:
                                Title:


                              By:
                                Name:
                                Title:



                              CALYON NEW YORK BRANCH


                              By:   /s/ Olivier Audemard
                                 -------------------------------
                                 Name:  Olivier Audemard
                                 Title: Managing Director


                              By:   /s/ Pierre Debray
                                 -------------------------------
                                 Name:  Pierre Debray
                                 Title: Managing Director



                              MELLON BANK, N.A.


                              By:   /s/ Gary A. Saul
                                 -------------------------------
                                 Name:  Gary A. Saul
                                 Title: First Vice President



                              BANCO BILBAO VIZCAYA ARGENTARIA,
                              S.A.


                              By:   /s/ Giampaolo Consigliere
                                 -------------------------------
                                 Name:  Giampaolo Consigliere
                                 Title: Vice President
                                        Global TradeFinance


                              By:   /s/ Hector O. Villegas
                                 -------------------------------
                                 Name:  Hector O. Villegas
                                 Title: Vice Prisident
                                        Global Corporate Banking



                              THE BANK OF TOKYO-MITSUBISHI, LTD
                              HOUSTON AGENCY


                              By:   /s/ Donald W. Herrick, Jr.
                                 -------------------------------
                                 Name:  Donald W. Herrick, Jr.
                                 Title: Vice President


                              By:   /s/ J. Fort
                                 -------------------------------
                                 Name:  J. Fort
                                 Title: Vice President



                              BANK ONE, NA (MAIN OFFICE CHICAGO)


                              By:   /s/ Peter M. Ling
                                 -------------------------------
                                 Name:  Peter M.Ling
                                 Title: Managing Director



                              LEHMAN COMMERCIAL PAPER INC.


                              By:   /s/ Janine M. Shugan
                                 -------------------------------
                                 Name:  Janine M. Shugan
                                 Title: Authorized Signatory



                              ROYAL BANK OF CANADA


                              By:   /s/ Ray Chang
                                 -------------------------------
                                 Name:  Ray Chang
                                 Title: Vice President



                              KBC BANK N.V.


                              By:
                                Name:
                                Title:


                              By:
                                Name:
                                Title:



                              NORDDEUTSCHE LANDESBANK
                              GIROZENTRALE

                              NEW YORK BRANCH AND/OR CAYMAN
                              ISLANDS BRANCH


                              By:   /s/ Stephanie Finnen
                                 -------------------------------
                                 Name:  Stephanie Finnen
                                 Title: Vice President



                              By:   /s/ Aleksander S. Wolski
                                 -------------------------------
                                 Name:  Aleksander S. Wolski
                                 Title: Assistant Treasurer



                              SPECIAL SITUATIONS INVESTING GROUP,
                              INC.


                              By:   /s/ Pedro Ramirez
                                 -------------------------------
                                Name:   Pedro Ramirez
                                Title:  Authorized Signatory



                              FIR TREE RECOVERY MASTER FUND LP


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


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



                              FIR TREE VALUE PARTNERS, LDC


                              By:
                                Name:
                                Title:


                              By:
                                Name:
                                Title:



                              ING CAPITAL LLC


                              By:   /s/ Clara B. Alvarez
                                 -------------------------------
                                 Name:  Clara B. Alvarez
                                 Title: Director



                              AMARILLO NATIONAL BANK


                              By:   /s/ Craig L. Sanders
                                 -------------------------------
                                 Name:  Craig L. Sanders
                                 Title: Executive Vice President



                              SOL LOAN FUNDING LLC


                              By:
                                Name:
                                Title:



                              UBS AG, STAMFORD BRANCH


                              By:   /s/ Anthony N. Joseph
                                 -------------------------------
                                 Name:  Anthony N. Joseph
                                 Title: Associate Director
                                        Banking Products Services, US


                              By:   /s/ Salloz Sikka
                                 -------------------------------
                                 Name:  Salloz Sikka
                                 Title: Associate Director
                                        Banking Products Services, US



                              AKANTHOS ARBITRAGE MASTER FUND LP

                              By:  AKANTHOS CAPITAL MGMT LLC,
                                   its GP


                              By:   /s/ Michael Kao
                                 -------------------------------
                                 Name:  Michael Kao
                                 Title: Managing Member



                              QUADRANGLE MASTER FUNDING LTD


                              By:
                                Name:
                                Title:



                              SEA PINES FUNDING LLC


                              By:
                                Name:
                                Title:

                              BEAR STEARNS INVESTMENT PRODUCTS
                              INC.


                              By:
                                Name:
                                Title:



                              MORGAN STANLEY PRIME INCOME TRUST


                              By:   /s/ Elizabeth Bodisch
                                 -------------------------------
                                 Name:  Elizabeth Bodisch
                                 Title: Authorized Signatory



                              TRS CALLISTO LLC


                              By:
                                Name:
                                Title:



                              GOLDMAN SACHS CREDIT PARTNERS L.P.


                              By:   /s/ Pedro Ramirez
                                 -------------------------------
                                 Name:  Pedro Ramirez
                                 Title: Authorized Signatory



                              LONGACRE MASTER FUND LTD.


                              By:
                                Name:
                                Title:



                              LONGACRE CAPITAL PARTNERS (QP) LP


                              By:
                                Name:
                                Title:



                              SATELLITE SENIOR INCOME FUND, LLC


                              By:   /s/ Brian S. Kriftcher
                                 -------------------------------
                                 Name:  Brian S. Kriftcher
                                 Title: Chief Operating Officer
                                        & Principal



                              SATELLITE SENIOR INCOME FUND II,
                              LLC


                              By:   /s/ Brian S. Kriftcher
                                 -------------------------------
                                 Name:  Brian S. Kriftcher
                                 Title: Chief Operating Officer
                                        & Principal



                              VAN KAMPEN SENIOR INCOME TRUST

                              By:  Van Kampen Investment Advisory Corp.


                              By:   /s/ Brad Langs
                                 -------------------------------
                                 Name:  Brad Langs
                                 Title: Executive Director



                              VAN KAMPEN SENIOR LOAN FUND

                              By:  Van Kampen Investment Advisory Corp


                              By:   /s/ Brad Langs
                                 -------------------------------
                                 Name:  Brad Langs
                                 Title: Executive Director



                              SPS HIGH YIELD LOAN TRADING


                              By:
                                Name:
                                Title:



                              OAK HILL SECURITIES FUND, L.P.

                              By:  Oak Hill Securities GenPar,
                                   L.P., its General Partner

                              By:  Oak Hill Securities MGP, Inc.,
                                   its General Partner



                              By:
                                Name:
                                Title:



                              OAK HILL SECURITIES FUND II, L.P.

                              By:  Oak Hill Securities GenPar II,
                                   L.P., its General Partner

                              By:  Oak Hill Securities MGP II,
                                   Inc., its General Partner



                              By:
                                Name:
                                Title:

                              OAK HILL CREDIT ALPHA FUND, L.P.

                              By:  Oak Hill Credit Alpha GenPar,
                                   L.P., its General Partner

                              By:  Oak Hill Credit Alpha MGP,
                                   Inc., its General Partner



                              By:
                                Name:
                                Title:



                              OAK HILL CREDIT  ALPHA FUND
                              (OFFSHORE), LTD


                              By:
                                Name:
                                Title:



                              STARK TRADING


                              By:   /s/ Michael A. Roth
                                 -------------------------------
                                 Name:  Michael A. Roth
                                 Title: Managing Member



                              SAGAMORE HILL HUB FUND LTD.


                              By:
                                Name:
                                Title:



                              SHEPARD INVESTMENT INTERNATIONAL
                              LTD.


                              By:   /s/ Michael A. Roth
                                 -------------------------------
                                 Name:  Michael A. Roth
                                 Title: Managing Member


                           SCHEDULE 1

               LIST OF DEBT & GUARANTY OBLIGATIONS

1.   Guarantee of the Company relating to the Lakeside Purchasers,
     dated as of May 15, 2001, LLC Synthetic Lease, as amended as of
     April 16, 2003 and the Financing Documents related thereto, all
     as described on Part 6 of Schedule II-C of the Security and
     Intercreditor Agreement (the "Lakeside Underlying Transaction");

The remaining items listed in this Part A are herein identified as
the "Additional Covered Letters of Credit":

2.   Reimbursement obligations of the Company or its Subsidiaries
     with respect to Letter of Credit #0081-30010064 issued by
     Citibank, N.A. for the benefit of Pacific Gas & Electric;

3.   Reimbursement obligations of the Company or its Subsidiaries
     with respect to Letter of Credit #0080-30024869 issued by
     Citibank, N.A. for the benefit of Bangladesh Power Development
     Board;

4.   Reimbursement obligations of the Company or its Subsidiaries
     with respect to Letter of Credit #61610705 issued by Citibank,
     N.A. for the benefit of Citibank Dhaka;

5.   Reimbursement obligations of the Company or its Subsidiaries
     with respect to Letter of Credit #6160704 issued by Citibank,
     N.A. for the benefit of Citibank New York;

6.   Reimbursement obligations of the Company or its Subsidiaries
     with respect to Letter of Credit #P-292889 issued by JPMorgan
     Chase Bank for the benefit of ANR Eaton Company; and

7.   Reimbursement obligations of the Company or its Subsidiaries
     with respect to Letter of Credit #P-382682 issued by JPMorgan
     Chase Bank for the benefit of the State of Florida.


                           SCHEDULE 2

               LIST OF DEBT & GUARANTY OBLIGATIONS


I.    El  Paso  Corporation (formerly El Paso Energy Corporation)
Debt Instruments

     1.   $3,000,000,000 Revolving Credit Agreement dated as of
          April 16, 2003, among El Paso Corporation, El Paso
          Natural Gas Company, Tennessee Gas Pipeline Company and
          ANR Pipeline Company, as Borrowers, the lenders party
          thereto and JPMorgan Chase Bank, as Administrative
          Agent, ABN AMRO Bank, N.V. and Citicorp North America,
          as Co Document Agents, and Bank of America, N.A. and
          Credit Suisse First Boston, as Co-Syndication Agents.

     2.   Indenture dated as of May 10, 1999, between El Paso
          Energy Corporation and The Chase Manhattan Bank (by
          merger JPMorgan Chase Bank and subsequently replaced by
          HSBC BANK USA)

     3.   Indenture dated as of March 1, 1998 between El Paso
          Natural Gas Company (by assignment now El Paso
          Corporation) and The Chase Manhattan Bank (by merger
          JPMorgan Chase Bank and subsequently replaced by Law
          Debenture Trust Company of New York)

     4.   Indenture dated as of June 1, 1986, between Sonat Inc.
          (by merger now El Paso Corporation) and Manufacturers
          Hanover Trust Company (by merger JPMorgan Chase Bank
          and subsequently replaced by HSBC BANK USA)

     5.   Indenture dated as of March 30, 1992, between Valero
          Energy Corporation (by merger PG&E Gas Transmission,
          Texas Corporation, then El Paso Gas Transmission
          Company and now El Paso Corporation) and Bankers Trust
          Company (by merger now Deutsche Bank Trust Company
          Americas)

     6.   Additional Covered Letters of Credit

          (a)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #00881-30010064 issued by
               Citibank, N.A. for the benefit of Pacific Gas & Electric;

          (b)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #00880-30024869 issued by
               Citibank, N.A. for the benefit of Bangladesh Power Development
               Board;

          (c)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #61610705 issued by Citibank,
               N.A. for the benefit of Citibank Dhaka;

          (d)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #6160704 issued by Citibank,
               N.A. for the benefit of Citibank New York;

          (e)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-292889 issued by JPMorgan
               Chase Bank for the benefit of ANR Eaton Company;

          (f)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-382682 issued by JPMorgan
               Chase Bank for the benefit of the State of Florida; and

     7.   Other Letters of Credit

          (a)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #NY-93959 issued by Banco
               Bilbao Vizcaya Argentaria, S.A. for the benefit of ANP;

          (b)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #NY-93960 issued by Banco
               Bilbao Vizcaya Argentaria, S.A. for the benefit of ANP;

          (c)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-298274 issued by JPMorgan
               Chase Bank for the benefit of West Kern;

          (d)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-212605 issued by JPMorgan
               Chase Bank for the benefit of Twin County;

          (e)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-233719 issued by JPMorgan
               Chase Bank for the benefit of Protective;

          (f)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-258425 issued by JPMorgan
               Chase Bank for the benefit of Chevron USA;

          (g)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-233969 issued by JPMorgan
               Chase Bank for the benefit of General Electric I;

          (h)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-241080 issued by JPMorgan
               Chase Bank for the benefit of ANP;

          (i)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-770429 issued by JPMorgan
               Chase Bank for the benefit of Home Insurance;

          (j)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-393501 issued by JPMorgan
               Chase Bank for the benefit of the State of Florida;

          (k)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-346269 issued by JPMorgan
               Chase Bank for the benefit of the State of Florida;

          (l)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-209947 issued by JPMorgan
               Chase Bank for the benefit of New England Power;

          (m)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-367925 issued by JPMorgan
               Chase Bank for the benefit of Insurance Company of  North
               America;

          (n)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-226058 issued by JPMorgan
               Chase Bank for the benefit of the State of Florida;

          (o)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #P-215470 issued by JPMorgan
               Chase Bank for the benefit of Travelers;

          (p)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #A26018T issued by Compass
               Bank for the benefit of the Texas Commission on Environmental
               Quality;

          (q)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #A26048T issued by Compass
               Bank for the benefit of the New Jersey Department of
               Environmental Protection;

          (r)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #A26076T issued by Compass
               Bank for the benefit of the City of Chicago;

          (s)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #A26112T issued by Compass
               Bank for the benefit of the Kansas Department of Health &
               Environment;

          (t)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Bank Guarantee #100BGC101248 issued by Deutsche
               Bank AG for the benefit of the Belgian VAT Tax Authority;

          (u)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #91875257 issued by BNP
               Paribas for the benefit of Georgia Power;

          (v)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #27699 issued by BNP Paribas
               for the benefit of the California Power Exchange;

          (w)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #91870940 issued by BNP
               Paribas for the benefit of DB Trust Company;

          (x)  Reimbursement obligations of the Company or its Subsidiaries
               with respect to Letter of Credit #91871362 issued by BNP
               Paribas for the benefit of Manaus Energy.

     12.  Guaranty  dated October 22, 1999 by El Paso Corporation
          in favor of Meizhou Wan Generating Company Ltd.

     13.  Amended  and Restated Guarantee dated as of  April  16,
          2003, by El Paso Corporation in favor of Lakeside  Real
          Estate Trust 2001 for the benefit of the Investors, the
          Lenders  and  JPMorgan  Chase Bank,  as  Administrative
          Agent for the Lenders.

     14.  Indenture  dated  as  of May 9,  2002,  among  Gemstone
          Investor Limited, Gemstone Investor, Inc., The Bank  of
          New  York,  as  trustee, and El  Paso  Corporation,  as
          guarantor.

II.  El  Paso CGP Company (formerly The Coastal Corporation) Debt
     Instruments

     1.   Indenture dated as of October 1, 1989, between The
          Coastal Corporation and The Bank of New York.

     2.   Indenture dated as of October 1, 1990, between The
          Coastal Corporation and The Bank of New York.

     3.   Indenture dated as of May 15, 1992, between The Coastal
          Corporation and Bank of Montreal Trust Company
          (subsequently replaced by The Bank of New York), as
          supplemented.

     4.   Indenture dated as of September 15, 1992, between The
          Coastal Corporation and NationsBank of Texas, National
          Association (subsequently replaced by The Bank of New
          York), as supplemented.

     5.   Indenture dated as of February 24, 1997, between The
          Coastal Corporation and Harris Trust and Savings Bank
          (subsequently replaced by The Bank of New York), as
          supplemented.

     6.   Indenture dated as of May 13, 1998, between The Coastal
          Corporation and The Bank of New York, as supplemented.

     7.   Note Purchase Agreement dated February 26, 1996, among
          The Coastal Corporation, Australia and New Zealand
          Banking Group Limited, Bankers Trust Company,
          Nationsbank of Texas, N.A., and The Toronto-Dominion
          Bank.

III. El Paso Production Holding Company Indenture

     1.   Indenture dated May 23, 2003, between El Paso Production
          Holding Company and Wilmington TrustCompany.

                            EXHIBIT A

                             FORM OF

                   ACKNOWLEDGMENT AND CONSENT

       In  connection  with  that  certain  Second  Amendment  to
$3,000,000,000 Revolving Credit Agreement and Third Waiver  dated
as  of  August 6, 2004  (the "Second Amendment"),  by  and  among
El Paso Corporation,  a  Delaware  corporation  (the  "Company"),
El Paso Natural  Gas Company, a  Delaware corporation  ("EPNGC"),
Tennessee Gas Pipeline Company, a Delaware corporation  ("TGPC"),
ANR Pipeline Company, a Delaware  corporation  ("ANR"),  Colorado
Interstate Gas Company, a Delaware corporation, the several banks
and  other  financial institutions signatories thereto,  JPMorgan
Chase Bank, as Administrative Agent (the "Administrative Agent"),
ABN  AMRO  Bank  N.V. and Citicorp North America,  Inc.,  as  Co-
Documentation Agents and Bank of America, N.A. and Credit  Suisse
First  Boston, as Co-Syndication Agents, each of the  undersigned
Persons,  as a Subsidiary Guarantor under that certain Subsidiary
Guarantee  Agreement,  dated as of April 16,  2003  (as  amended,
supplemented  or  otherwise  modified  from  time  to  time,  the
"Subsidiary  Guarantee Agreement") made by each  such  Person  in
favor  of  JPMorgan  Chase Bank, in its  capacity  as  Collateral
Agent,  (a) acknowledges the execution and delivery of the Second
Amendment  by the Credit Parties that are party thereto  and  the
effect of the provisions of the Second Amendment and (b) confirms
and  agrees that as of  August 6, 2004,  after  giving effect  to
the  provisions of the Second Amendment, the Subsidiary Guarantee
Agreement is, and shall continue to be, in full force and  effect
and  is  hereby  ratified and confirmed in all respects  and  the
Subsidiary Guarantee Agreement and all of the Collateral do,  and
shall  continue  to, secure the payment of all of the  Guaranteed
Obligations  (as  defined in the Subsidiary Guarantee  Agreement)
pursuant  to  the  terms of the Subsidiary  Guarantee  Agreement.
Capitalized  terms not otherwise defined herein  shall  have  the
meanings   assigned  to  them  in  that  certain   $3,000,000,000
Revolving  Credit  Agreement, dated as  of  April  16,  2003  (as
amended  from time to time prior to the date hereof, the  "Credit
Agreement"),  by  and among the Company, EPNGC,  TGPC,  ANR,  the
several banks and other financial institutions party thereto, the
Administrative  Agent, the Co-Documentation Agents  and  the  Co-
Syndication Agents.

SUBSIDIARY GUARANTORS:        AMERICAN NATURAL RESOURCES COMPANY


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer


                              EL PASO ANR INVESTMENTS, L.L.C.


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer


                              EL PASO ANRS INVESTMENTS, L.L.C.


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer


                              EL PASO CNG COMPANY, L.L.C.


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer


                              EL PASO EPN INVESTMENTS, L.L.C.


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer


                              EL PASO EPNG INVESTMENTS, L.L.C.


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer


                              EL PASO NORIC INVESTMENTS III,
                              L.L.C.


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer



                              EL PASO TENNESSEE PIPELINE CO.


                              By:   /s/ John J. Hopper
                                 --------------------------------
                                 Name:  John J. Hopper
                                 Title: Vice President and Treasurer


                              EL PASO TGPC INVESTMENTS, L.L.C.


                              By:   /s/ John J. Hopper
                                 --------------------------------
                                 Name:  John J. Hopper
                                 Title: Vice President and Treasurer


                              EL PASO WIC INVESTMENTS, L.L.C.


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer


                              SABINE RIVER INVESTORS I, L.L.C.


                              By:   /s/ John J. Hopper
                                 --------------------------------
                                 Name:  John J. Hopper
                                 Title: Vice President and Treasurer


                              SABINE RIVER INVESTORS II, L.L.C.


                              By:   /s/ John J. Hopper
                                 --------------------------------
                                 Name:  John J. Hopper
                                 Title: Vice President and Treasurer


                              SABINE RIVER INVESTORS III, L.L.C.


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer


                              SABINE RIVER INVESTORS IV, L.L.C.


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer



                              SABINE RIVER INVESTORS V, L.L.C.


                              By:   /s/ Greg G. Gruber
                                 --------------------------------
                                 Name:  Greg G. Gruber
                                 Title: Senior Vice President, Chief
                                        Financial Officer and Treasurer