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                                                                 EXHIBIT 10.DD



                           CLYDESDALE ASSOCIATES, L.P.


                FOURTH AMENDED AND RESTATED PARTNERSHIP AGREEMENT

                      ORIGINALLY DATED AS OF APRIL 28, 2000

   AMENDED AND RESTATED AS OF MAY 9, 2000, DECEMBER 15, 2000 AND JUNE 29, 2001

             AND AS FURTHER AMENDED AND RESTATED AS OF JULY 19, 2002






Clydesdale Partnership Agreement

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                                TABLE OF CONTENTS

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<Caption>

                                                                                                               Page

<S>                                                                                                            <C>
                                   SECTION 1 DEFINED TERMS; RULES OF CONSTRUCTION

1.1.     Definitions..............................................................................................1

1.2.     Computation of Time Periods..............................................................................1

1.3.     Accounting Terms.........................................................................................1

1.4.     No Presumption Against Any Party.........................................................................2

1.5.     Use of Certain Terms.....................................................................................2

1.6.     Headings and References..................................................................................2

                                          SECTION 2 ORGANIZATIONAL MATTERS

2.1.     Continuation.............................................................................................2

2.2.     Partners.................................................................................................2

2.3.     Clydesdale Partnership Agreement.........................................................................3

2.4.     Name.....................................................................................................3

2.5.     Powers...................................................................................................3

2.6.     Purposes.................................................................................................3

2.7.     Principal Place of Business..............................................................................3

2.8.     Term.....................................................................................................4

2.9.     Fiscal Year..............................................................................................4

2.10.    Agent for Service of Process.............................................................................4

2.11.    Filings; Cancellation Certificates.......................................................................4

2.12.    Compensation and Expenses................................................................................4

2.13.    Independent Activities; Transactions with Affiliates.....................................................4

2.14.    Payments of Individual Obligations.......................................................................5
</Table>



Clydesdale Partnership Agreement
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<Table>

<S>                                                                                                              <C>
2.15.    Representations and Warranties...........................................................................5

2.16.    Liability to Third Parties...............................................................................9

2.17.    Admission of New Partners................................................................................9

2.18.    No Withholding Tax.......................................................................................9

2.19.    Covenant of Each Clydesdale Partner......................................................................9

2.20.    Title to Clydesdale Property............................................................................14

2.21.    Clydesdale Partner Requirements.........................................................................14

                                            SECTION 3 CLYDESDALE PARTNERS

3.1.     Rights of Clydesdale Partners...........................................................................15

3.2.     Clydesdale Partnership Interests........................................................................15

3.3.     Additional Covenants of Clydesdale General Partner......................................................16

3.4.     Clydesdale Limited Partners.............................................................................16

3.5.     Meetings of Partners....................................................................................17

3.6.     Partition...............................................................................................18

3.7.     Covenant Not to Dissolve................................................................................18

3.8.     Termination of Status as Clydesdale Partner.............................................................18

                                                SECTION 4 MANAGEMENT

4.1.     Management of Clydesdale................................................................................20

4.2.     Reliance by Third Parties...............................................................................21

4.3.     Restrictions on Authority...............................................................................21

4.4.     Maintenance of Title to Clydesdale Property.............................................................24

4.5.     Compliance with Agreement...............................................................................24

4.6.     No Employees............................................................................................24

4.7.     Affiliate Transactions..................................................................................25
</Table>

Clydesdale Partnership Agreement
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4.8.     Limitations on Partner Activities.......................................................................25

4.9.     Required Actions........................................................................................25

4.10.    Compliance with Applicable Laws.........................................................................25

4.11.    Clydesdale Custodian....................................................................................26

4.12.    Additional Clydesdale Class B Limited Partner Costs and Transaction Costs...............................26

4.13.    Payment of Clydesdale Expenses..........................................................................27

4.14.    Notification of Changes to the Applicable Margin........................................................27

                                            SECTION 5 PARTNERSHIP CAPITAL

5.1.     Capital Accounts........................................................................................27

5.2.     Closing Date and Other Contributions by the Clydesdale Partners.........................................28

5.3.     Mandatory Capital Contributions.........................................................................28

5.4.     Additional Capital Contributions........................................................................29

5.5.     Clydesdale Custodian Notification.......................................................................30

5.6.     No Withdrawal of Capital................................................................................30

5.7.     No Return on Capital....................................................................................30

5.8.     Cash Capital Contributions..............................................................................30

                                                SECTION 6 ALLOCATIONS

6.1.     Allocations Generally...................................................................................30

6.2.     Profits.................................................................................................30

6.3.     Losses..................................................................................................31

6.4.     Special Allocations.....................................................................................32

6.5.     Timing of Allocations...................................................................................32

6.6.     Other Allocation Rules..................................................................................33
</Table>

Clydesdale Partnership Agreement
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                                  SECTION 7 PAYMENTS, DISTRIBUTIONS AND RETIREMENTS

7.1.     Payments and Distributions -- Clydesdale Class B Limited Partner........................................33

7.2.     Distributions to Other Partners.........................................................................33

7.3.     Mandatory Retirement of the Class B Partnership Interest................................................34

7.4.     Admission and Withdrawal of the Clydesdale Class B Limited Partner......................................34

7.5.     Making of Payments, Etc.................................................................................34

7.6.     Payment Reports.........................................................................................35

7.7.     Determination of the Preferred Rate and Priority Returns................................................35

7.8.     Distributions in Kind...................................................................................35

7.9.     Preferred Rate Reset and Remarketing of Clydesdale Class B Limited Partnership Interest and
Issuance of Replacement Securities...............................................................................35

                                  SECTION 8 ACCOUNTING; BOOKS AND RECORDS; REPORTS

8.1.     Accounting; Books and Records...........................................................................37

8.2.     Tax Matters.............................................................................................37

                           SECTION 9 REPORTS AND INFORMATION; CLYDESDALE OPERATING ACCOUNT

9.1.     Information.............................................................................................38

9.2.     Notices.................................................................................................39

9.3.     Clydesdale Operating Account............................................................................39

                                    SECTION 10 TRANSFERS OF PARTNERSHIP INTERESTS

10.1.    Restriction on Transfers................................................................................39

10.2.    Permitted Transfer -- Clydesdale Class B Limited Partner................................................39

10.3.    Conditions to Permitted Transfers.......................................................................39

10.4.    Prohibited Transfers....................................................................................40

10.5.    Rights of Unadmitted Transferees........................................................................41
</Table>

Clydesdale Partnership Agreement
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10.6.    Admission as Substituted Clydesdale Partners............................................................41

10.7.    Distributions with Respect to Transferred Clydesdale Partnership Interests..............................42

                                            SECTION 11 POWER OF ATTORNEY

11.1.    Attorney-in-Fact........................................................................................42

11.2.    Nature of Special Power.................................................................................43

                                        SECTION 12 DISSOLUTION AND WINDING UP

12.1.    Liquidation.............................................................................................44

12.2.    Winding Up..............................................................................................44

12.3.    No Restoration of Deficit Capital Accounts..............................................................45

12.4.    Form of Liquidating Distributions to Clydesdale Partners................................................46

12.5.    Rights of Partners......................................................................................46

12.6.    Occurrence of Liquidating Event.........................................................................46

12.7.    Allocations and Distributions During Period of Liquidation..............................................46

12.8.    Character of Liquidating Distributions..................................................................46

12.9.    The Clydesdale Liquidator...............................................................................47

12.10.   Liquidation Procedures..................................................................................47

                                             SECTION 13 INDEMNIFICATION

13.1.    Indemnification of the Clydesdale Partners..............................................................49

13.2.    Indemnification for Business Qualification Requirements.................................................49

13.3.    Clydesdale Liquidator Indemnification...................................................................50

13.4.    Survival of Indemnification Obligations.................................................................50

13.5.    Limitations on Indemnification Obligations..............................................................50

13.6.    Payments; No Reduction of Capital Account...............................................................51

13.7.    Procedural Requirements.................................................................................51
</Table>

Clydesdale Partnership Agreement
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                                              SECTION 14 MISCELLANEOUS

14.1.    Notices.................................................................................................53

14.2.    Binding Effect..........................................................................................53

14.3.    Severability............................................................................................53

14.4.    Setoff..................................................................................................53

14.5.    Construction............................................................................................54

14.6.    Governing Law...........................................................................................54

14.7.    Counterpart Execution...................................................................................54

14.8.    Specific Performance....................................................................................54

14.9.    Amendments..............................................................................................54

14.10.   Waiver of Jury Trial....................................................................................55

14.11.   Consent to Jurisdiction and Service of Process..........................................................55
</Table>

<Table>
<S>                        <C>
Exhibit A                  Definitions

Exhibit B                  [Intentionally Omitted]

Exhibit C-1                Form of Compliance Certificate - 5.4(b)(i) or (ii) of the El Paso
                           Agreement

Exhibit C-2                Form of Compliance Certificate - 5.07(f) of the Sponsor Subsidiary
                           Credit Agreement

Exhibit C-3                Form of Compliance Certificate -7.04(g) of the Sponsor Subsidiary Credit
                           Agreement

Exhibit C-4                Form of Compliance Certificate - 5.4(c)(i) or (ii) of the El Paso
                           Agreement

Exhibit D                  [Intentionally Omitted]

Exhibit E                  Form of Transferee Certificate

Exhibit F                  Form of Transferor Certificate
</Table>

Clydesdale Partnership Agreement

<PAGE>

                          CLYDESDALE ASSOCIATES, L.P.
                          FOURTH AMENDED AND RESTATED
                             PARTNERSHIP AGREEMENT


                  FOURTH AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF
CLYDESDALE ASSOCIATES, L.P. ("CLYDESDALE"), originally dated as of April 28,
2000, and amended and restated as of May 9, 2000, December 15, 2000, June 29,
2001 and July 19, 2002, by and among APPALOOSA HOLDINGS COMPANY, a Delaware
corporation ("APPALOOSA"), NORIC HOLDINGS, L.L.C., a Delaware limited liability
company ("NORIC HOLDINGS"), NORIC HOLDINGS I, L.L.C., a Delaware limited
liability company ("NORIC HOLDINGS I"), MUSTANG INVESTORS, L.L.C., a Delaware
limited liability company ("MUSTANG") and CLYDESDALE.

                             PRELIMINARY STATEMENTS

                  A. Clydesdale was formed as a Delaware limited partnership on
April 28, 2000, with Appaloosa as the Initial Clydesdale General Partner and
Noric Holdings as the Initial Clydesdale Limited Partner.

                  B. The Original Clydesdale Partnership Agreement was amended
and restated in its entirety on May 9, 2000, December 15, 2000 and June 29,
2001.

                  C. The parties to this Agreement desire that (i) the June 29,
2001 Amended and Restated Clydesdale Partnership Agreement be further amended
and restated in its entirety as set forth in this Agreement and (ii) Clydesdale
continue on the terms set forth in this Agreement.

                  In consideration of the premises and intending to be legally
bound by this Agreement, the parties hereby amend and restate the June 29, 2001
Amended and Restated Clydesdale Partnership Agreement and agree as follows:

                                    SECTION 1

                      DEFINED TERMS; RULES OF CONSTRUCTION

                  1.1. Definitions. As used in this Agreement, capitalized terms
defined in the preamble, Preliminary Statements and other Sections of this
Agreement shall have the meanings set forth therein, and terms defined in
Exhibit A shall have the meanings set forth therein.

                  1.2. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word or phrase "FROM" and "COMMENCING ON" means "from and including" and the
words or phrase "TO" and "UNTIL" and "ENDING ON" means "to but excluding".

                  1.3. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP applied consistently,
except with respect to Capital



                                        1
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Accounts and items entering into the computation of Capital Accounts, and except
to the extent otherwise specified in the terms hereof.

                  1.4. No Presumption Against Any Party. Neither this Agreement
nor any uncertainty or ambiguity herein shall be construed against any
particular party, whether under any rule of construction or otherwise. On the
contrary, this Agreement has been reviewed by each of the parties and their
counsel and shall be construed and interpreted according to the ordinary meaning
of the words used so as to fairly accomplish the purposes and intentions of all
parties hereto.

                  1.5. Use of Certain Terms. Unless the context of this
Agreement requires otherwise, the plural includes the singular, the singular
includes the plural, and "INCLUDING" has the inclusive meaning of "including
without limitation". The words "HEREOF", "HEREIN", "HEREBY", "HEREUNDER", and
other similar terms of this Agreement refer to this Agreement as a whole and not
exclusively to any particular provision of this Agreement. All pronouns and any
variations thereof shall be deemed to refer to masculine, feminine, or neuter,
singular or plural, as the identity of the Person or Persons may require.

                  1.6. Headings and References. Section and other headings are
for reference only, and shall not affect the interpretation or meaning of any
provision of or to this Agreement. Unless otherwise provided, references to
Articles, Sections, Schedules, and Exhibits shall be deemed references to
Articles, Sections, Schedules, and Exhibits of or to this Agreement. Whether or
not specified herein or therein, references in this Agreement and in Exhibit A
to this Agreement and to any other Operative Document or any other agreement
include this Agreement and the other Operative Documents and agreements as the
same may be modified, amended, restated or supplemented from time to time
pursuant to the provisions hereof or thereof as permitted by the Operative
Documents. Whether or not specified herein or in Exhibit A hereto, a reference
to any Applicable Law or law (as the case may be) shall mean that Applicable Law
or law (as the case may be) as it may be amended, modified or supplemented from
time to time, and any successor Applicable Law or law (as the case may be). A
reference to a Person includes the successors and assigns of such Person, but
such reference shall not increase, decrease or otherwise modify in any way the
provisions in this Agreement and the other Operative Documents governing the
assignment of rights and obligations under or the binding effect of any
provision of this Agreement.

                                    SECTION 2

                             ORGANIZATIONAL MATTERS

                  2.1. Continuation. Clydesdale shall continue as a limited
partnership under the Act upon the terms and conditions in this Agreement.

                  2.2. Partners. (i) Appaloosa shall continue as the general
partner of Clydesdale and in such capacity shall be referred to as the
"Clydesdale General Partner", (ii) Noric Holdings shall continue as a Clydesdale
Class A Limited Partner, (iii) Noric Holdings I shall continue as a Clydesdale
Class A Limited Partner, and (iv) Mustang shall continues as a Clydesdale Class
B

                                       2
<PAGE>

Limited Partner. The names and addresses of the Clydesdale Partners as of the
Closing Date shall be as follows:


<Table>
<S>                                <C>
Clydesdale General Partner and     Appaloosa Holdings Company, Noric Holdings, L.L.C.,
Clydesdale Class A Limited         or Noric Holdings I, L.L.C., as the case may be
Partners                           c/o Wilmington Trust Company
                                   1100 North Market Street
                                   Rodney Square North
                                   Wilmington, DE 19890 - 1600
                                   Attention:  Corporate Trust Administration
                                   Facsimile No.: 302-651-8882

Clydesdale Class B Limited         Mustang Investors, L.L.C.
Partner                            c/o Wilmington Trust Company
                                   1100 North Market Street
                                   Rodney Square North
                                   Wilmington, DE  19890 - 1600
                                   Attention: Corporate Trust Administration
                                   Facsimile No.: 302-427-4749
</Table>

                  2.3. Clydesdale Partnership Agreement. This Agreement
completely amends, restates and supersedes the June 29, 2001 Amended and
Restated Clydesdale Partnership Agreement as in existence prior to the
effectiveness hereof.

                  2.4. Name. The name of Clydesdale shall continue to be
"Clydesdale Associates, L.P." All business of Clydesdale shall be conducted in
such name.

                  2.5. Powers. Clydesdale shall possess and may exercise all of
the powers and privileges granted by the Act, by any other Applicable Law and by
this Agreement, together with any powers incidental thereto, so far as such
powers and privileges are necessary or convenient to the conduct, promotion or
attainment of the permitted business purposes or activities of Clydesdale as set
forth in Section 2.6 hereof.

                  2.6. Purposes. The purposes of Clydesdale are to (i) make and
hold the Advances, (ii) hold a membership interest in Noric, (iii) be the Noric
Class B Member, (iv) act as, and exercise all of the authority of, the Noric
Class B Member, (v) enter into and perform the Operative Documents to which it
is a party, (vi) hold the Clydesdale Operating Account and make Investments in
Cash Equivalents from the proceeds of such account, (vii) engage in such
additional business activities as are permitted under this Agreement or
otherwise as the Clydesdale Partners may unanimously agree in writing, and
(viii) engage in activities related or incidental to the foregoing and necessary
or appropriate therefor as permitted by this Agreement.

                  2.7. Principal Place of Business. The principal place of
business of Clydesdale shall be c/o Wilmington Trust Company, 1100 North Market
Street, Rodney Square North, 1100 North Market Street, Wilmington, DE
19890-1600, Attention: Corporate Trust Administration.

                                       3
<PAGE>

The Clydesdale General Partner may change the principal place of business of
Clydesdale to any other place; provided that in any event (i) such location
shall be within the United States and within a state that permits the
qualification as a foreign limited partnership of a limited partnership
organized under the laws of the State of Delaware and (ii) Clydesdale is duly
qualified to do business under the laws of such state. The registered office of
Clydesdale in the State of Delaware is located at Wilmington Trust Company, 1100
North Market Street, Rodney Square North, Wilmington, DE 19890 - 1600,
Attention: Corporate Trust Department.

                  2.8. Term. The term of Clydesdale commenced on the date its
certificate of limited partnership was filed in the office of the Secretary of
State of the State of Delaware in accordance with the Act and shall continue
until the winding up and liquidation of Clydesdale and the completion of its
business following a Liquidating Event, as provided in Section 12.

                  2.9. Fiscal Year. The fiscal year of Clydesdale for financial
statement and Federal income tax purposes shall be the same and shall end on
December 31 of each year, except as may be required by the Code.

                  2.10. Agent for Service of Process. The registered agent for
service of process on Clydesdale in the State of Delaware shall be Wilmington
Trust Company, 1100 North Market Street, Rodney Square North, Wilmington,
Delaware 19890 - 1600 or any successor as appointed by the Clydesdale General
Partner in accordance with the Act.

                  2.11. Filings; Cancellation Certificates. (a) The Clydesdale
General Partner has caused the certificate of limited partnership to be filed in
the office of the Secretary of State of the State of Delaware in accordance with
the provisions of the Act. The Clydesdale General Partner shall take any action
and all other actions reasonably necessary to perfect and maintain the status of
Clydesdale as a limited partnership under the laws of the State of Delaware. The
Clydesdale General Partner shall cause amendments to the certificate of limited
partnership to be filed whenever required by the Act.

                  (b) Upon the dissolution and completion of winding up of
Clydesdale, the Clydesdale General Partner (or, if any Clydesdale Liquidator has
been appointed, such Clydesdale Liquidator) shall promptly execute and cause to
be filed certificates of cancellation in accordance with the Act and the
Applicable Laws of any other states or other jurisdictions in which the
Clydesdale General Partner or such Clydesdale Liquidator, as the case may be,
deems such filing necessary or advisable.

                  2.12. Compensation and Expenses. No Clydesdale Partner or
Affiliate of any Clydesdale Partner shall receive any salary, fee, or draw for
services rendered to or on behalf of Clydesdale or otherwise in its capacity as
a Clydesdale Partner, nor shall any Clydesdale Partner or Affiliate of any
Clydesdale Partner be reimbursed by Clydesdale for any expenses incurred by such
Clydesdale Partner or Affiliate on behalf of Clydesdale or otherwise in its
capacity as a Clydesdale Partner, except as otherwise contemplated by this
Agreement and the other Operative Documents.

                  2.13. Independent Activities; Transactions with Affiliates.
(a) The Clydesdale General Partner and any of its officers and directors shall
be required to devote only such time to


                                       4
<PAGE>

the affairs of Clydesdale as the Clydesdale General Partner determines in its
reasonable discretion may be necessary to manage and operate Clydesdale, and
each such Person shall be free to serve any other Person or enterprise in any
capacity that it may deem appropriate in its discretion, except as set forth in
Section 4.8.

                  (b) Except as set forth in Section 4 and as otherwise set
forth in the other Operative Documents, each Clydesdale Partner acknowledges
that each other Clydesdale Partner and the Affiliates of each other Clydesdale
Partner are free to engage or invest in an unlimited number of activities or
businesses, any one or more of which may be related to the activities or
businesses of Clydesdale, without having or incurring any obligation to offer
any interest in such activities or businesses to Clydesdale or any Clydesdale
Partner, and neither this Agreement nor any activity undertaken pursuant to this
Agreement shall prevent any Clydesdale Partner or any such Affiliate of any such
Clydesdale Partner from engaging in such activities, or require any Clydesdale
Partner to permit Clydesdale or any such Affiliate of any such Clydesdale
Partner to participate in any such activities, and as a material part of the
consideration for the execution of this Agreement by each Clydesdale Partner,
each Clydesdale Partner hereby waives, relinquishes, and renounces any such
right or claim of participation.

                  2.14. Payments of Individual Obligations. Clydesdale's credit
and assets shall be used solely for the benefit of Clydesdale, and no asset of
Clydesdale shall be transferred or encumbered for or in payment of any
individual obligation of any Clydesdale Partner, except as expressly provided
herein.

                  2.15. Representations and Warranties. As of the Closing Date
and each Capital Contribution Date, each Clydesdale Partner hereby makes the
representations and warranties applicable to such Clydesdale Partner as set
forth in this Section 2.15 as follows, and all of such representations and
warranties shall survive the execution of this Agreement:

                  (a) Representations and Warranties of Noric Holdings. Noric
Holdings and Noric Holdings I each make the representations and warranties set
forth in Article IV of the Sponsor Subsidiary Credit Agreement, as if such
representations and warranties were set out herein in full.

                  (b) Representations and Warranties of Appaloosa.

                           (i) Due Formation. Appaloosa is duly organized,
                  validly existing and in good standing under the laws of the
                  jurisdiction of the State of Delaware. Appaloosa possesses all
                  corporate powers and other authorizations and licenses
                  necessary to engage in its business and operations as now
                  conducted, the failure to obtain or maintain which would have
                  a Material Adverse Effect.

                           (ii) Authorization of Operative Documents. The
                  execution, delivery and performance by Appaloosa of each
                  Operative Document to which it is a party are or were within
                  its, corporate powers, have been duly authorized by all
                  necessary corporate action, and do not contravene (i) its
                  Organizational Documents, (ii) any Applicable Law, except to
                  the extent that such contravention



                                       5
<PAGE>

                  would not have a Material Adverse Effect or (iii) any material
                  contractual restriction binding on or affecting it.

                           (iii) Governmental Approvals. No authorization or
                  approval or other action by, and no notice to or filing with,
                  any governmental authority or regulatory body is required for
                  the due execution, delivery and performance by Appaloosa of
                  each Operative Document to which it is a party, except filings
                  necessary to comply with laws, rules, regulations and orders
                  required in the ordinary course to comply with the ongoing
                  obligations of Appaloosa under the Operative Documents.

                           (iv) Enforceability. Each Operative Document to which
                  Appaloosa is a party constitutes the legal, valid and binding
                  obligation of Appaloosa, enforceable against Appaloosa in
                  accordance with its terms, except as may be limited by any
                  applicable bankruptcy, insolvency, reorganization, moratorium
                  or similar laws affecting creditors' rights generally or by
                  general principles of equity.

                           (v) Compliance with Laws, Etc. Appaloosa is in
                  compliance with all laws, rules, regulations and orders of any
                  governmental authority applicable to it or its property,
                  except where the failure to so comply, individually or in the
                  aggregate, would not in the reasonable judgment of Appaloosa
                  be expected to result in a Material Adverse Effect.

                           (vi) Litigation. There is no action, suit or
                  proceeding pending, or to the knowledge of Appaloosa
                  threatened, against or involving Appaloosa in any court, or
                  before any arbitrator of any kind, or before or by any
                  governmental body, which, in the reasonable judgment of
                  Appaloosa (taking into account the exhaustion of all appeals),
                  would have a Material Adverse Effect, or which purports to
                  affect the legality, validity, binding effect or
                  enforceability of any Operative Document to which it is a
                  party.

                           (vii) Taxes. Appaloosa has duly filed all Tax returns
                  required to be filed, and has duly paid and discharged all
                  Taxes, assessments and governmental charges upon it or against
                  its properties due and payable on the Closing Date and each
                  Capital Contribution Date, the failure to pay which would have
                  a Material Adverse Effect, unless and to the extent only that
                  the same are being contested by Appaloosa in good faith and by
                  appropriate proceedings.

                           (viii) Title to Property. Appaloosa has good title to
                  its properties and assets, free and clear of all mortgages,
                  liens and encumbrances, except for mortgages, liens and
                  encumbrances (including covenants, restrictions, rights,
                  easements and minor irregularities in title) which do not
                  materially interfere with the business or operations of
                  Appaloosa as presently conducted and except that no
                  representation or warranty is made with respect to Margin
                  Stock.

                                       6
<PAGE>

                           (ix) Investment Company; Holding Company. (1)
                  Appaloosa is not an "investment company" within the meaning of
                  the Investment Company Act of 1940.

                           (2) Appaloosa is not a "holding company" or a
                  "subsidiary company" of a "holding company" within the meaning
                  of the Public Utility Holding Company Act of 1935.

                  (c) Representations and Warranties of Mustang.

                           (i) Due Formation. Mustang is duly formed, validly
                  existing and in good standing as a limited liability company
                  in each case under the laws of the State of Delaware. Mustang
                  has all requisite powers and all material governmental
                  licenses, authorizations, consents and approvals required in
                  each case to carry on its business as now conducted.

                           (ii) Authorization of Agreement. Mustang has the
                  power and authority to execute and deliver this Agreement and
                  the other Operative Documents to which it is a party and to
                  perform its obligations hereunder and thereunder. The
                  execution, delivery and performance by Mustang of this
                  Agreement and each other Operative Document to which it is a
                  party have been duly authorized by all necessary limited
                  liability company action. Each of this Agreement and each
                  other Operative Document to which Mustang is a party
                  constitutes the legal, valid and binding obligation of Mustang
                  and is enforceable against Mustang in accordance with its
                  terms, except as the enforceability thereof may be limited by
                  the effect of any applicable bankruptcy, insolvency,
                  reorganization, moratorium or similar laws affecting
                  creditors' rights generally and by general principles of
                  equity.

                           (iii) No Conflict with Restrictions; No Default. The
                  execution, delivery and performance by Mustang of each
                  Operative Document to which it is a party do not (A)
                  contravene, or constitute a default under, (1) any provision
                  of Applicable Law (including, without limitation, Regulation
                  T, U, or X issued by the Board of Governors of the Federal
                  Reserve System), (2) the Organizational Documents of Mustang,
                  or (3) any judgment, injunction, order, decree or agreement
                  binding upon Mustang, or (B) result in or require the creation
                  or imposition of any Lien on any asset of Mustang, except for
                  Permitted Liens.

                           (iv) Authorizations. The execution, delivery and
                  performance by Mustang of each Operative Document to which it
                  is a party do not require, in respect of Mustang, any action
                  by or in respect of (including any license or permit), or
                  filing with, any governmental body, agency or official, or any
                  other Person that has not been obtained or made and that is
                  not in full force and effect, except for (A) actions or
                  filings expressly required by Section 4(c) of the Purchase
                  Option Agreement, in each case that are to be performed or
                  filed at a date after the date of the relevant Operative
                  Document and (B) the filing of

                                       7
<PAGE>

                  financing statements under the UCC in relevant jurisdictions
                  permitted by the provisions of the Operative Documents to be
                  performed or filed at a later date.

                           (v) Litigation. There are no actions, suits,
                  proceedings or known investigations pending or, to the
                  knowledge of Mustang, threatened against or affecting Mustang
                  or any of its properties, assets, rights or businesses in any
                  court or before or by any governmental department, board,
                  agency or instrumentality, domestic or foreign, or any
                  arbitrator. Mustang has not received any currently effective
                  notice of any default, and Mustang is not in default, under
                  any applicable order, writ, injunction, decree, permit,
                  determination or award of any court, any governmental
                  department, board, agency or instrumentality, domestic or
                  foreign, or any arbitrator.

                           (vi) Investment Company Act; Public Utility Holding
                  Company Act. Assuming that each lender to the Class B Member
                  (as defined in the Mustang Company Agreement), the Class B
                  Member and the Class C Member (as defined in the Mustang
                  Company Agreement) is a "qualified purchaser" as defined in
                  Section 2(a)(51) of the Investment Company Act, Mustang is not
                  an "investment company" within the meaning of the Investment
                  Company Act. Without regard to Mustang's ownership of the
                  Clydesdale Class B Limited Partnership Interest or the Class B
                  Member's (as defined in the Mustang Company Agreement) or the
                  Class C Member's (as defined in the Mustang Company Agreement)
                  ownership of an interest in Mustang, Mustang is not subject
                  to, or is exempt from, regulation as a "holding company" or a
                  "subsidiary company" of a "holding company" within the meaning
                  of the Public Utility Holding Company Act of 1935, as amended.

                  (d) Investigation; Intent. Without limiting any of the
         representations and warranties of any party under any Operative
         Document:

                           (i) Each Clydesdale Partner acquired pursuant to the
                  terms of the Original Clydesdale Partnership Agreement or the
                  May 9, 2000 Amended and Restated Clydesdale Partnership
                  Agreement, its Clydesdale Partnership Interest based upon its
                  own investigation, and the exercise by such Clydesdale Partner
                  of its rights and the performance by such Clydesdale Partner
                  of its obligations under this Agreement will be based upon its
                  own investigation, analysis and expertise.

                           (ii) Each Clydesdale Partner's acquisition of its
                  Clydesdale Partnership Interest was made pursuant to the terms
                  of the Original Clydesdale Partnership Agreement or the May 9,
                  2000 Clydesdale Partnership Agreement for its own account for
                  investment, and not with a view to the sale or distribution
                  thereof.

                           (iii) Each Clydesdale Partner intends hereby to
                  continue the limited partnership formed pursuant to the
                  Original Clydesdale Partnership Agreement and continued
                  pursuant to the May 9, 2000 Amended and Restated Clydesdale
                  Partnership Agreement, the December 15, 2000 Amended and
                  Restated Clydesdale Partnership Agreement and the June 29,
                  2001 Amended and Restated

                                       8
<PAGE>

                  Clydesdale Partnership Agreement for the purpose of making an
                  economic profit from the transactions proposed to be entered
                  into by Clydesdale and it is not acting as an agent or in some
                  other representative capacity for any other Person.

                           (iv) Each Clydesdale Partner is an "accredited
                  investor" as defined in the rules adopted pursuant to the
                  Securities Act and a "qualified purchaser" as defined in the
                  Investment Company Act and the rules adopted pursuant thereto.

                           (v) Each Clydesdale Partner has obtained from
                  Clydesdale all such information as it has requested to
                  evaluate its investment in Clydesdale.

                  Notwithstanding the foregoing, Mustang makes no representation
or warranty with respect to any law, rule, regulation, conflict, breach,
default, violation, Lien, imposition, registration, declaration, filing,
consent, approval, license, permit, order, other authorization, action, suit,
proceeding, or investigation applicable solely by reason of Mustang's ownership
of the Clydesdale Class B Limited Partnership Interest or Clydesdale's or its
Affiliates' ownership of their respective property.

                  2.16. Liability to Third Parties. The debts, obligations and
liabilities of Clydesdale, whether arising in contract, tort or otherwise, shall
not be the debts, obligations and liabilities of any Clydesdale Limited Partner
and no such Clydesdale Limited Partner shall be obligated personally for any
such debt, obligation or liability of Clydesdale solely by reason of being a
Clydesdale Limited Partner.

                  2.17. Admission of New Partners. Subject to the restrictions
and requirements set forth in Sections 2.17, 3.3, 4.3(p), 7.4, 7.9 and 10 of
this Agreement, the Clydesdale General Partner may admit one or more new
Clydesdale Partners. In no event shall Clydesdale have more than ten Clydesdale
Partners. For purposes of this provision, the number of Clydesdale Partners
shall be determined in accordance with Treas. Reg. Section 1.7704-1.

                  2.18. No Withholding Tax. Neither Mustang nor any affiliate
members nor any indirect holders of any interests in Mustang through
partnerships or other pass-through entities that are treated as fiscally
transparent for Federal income tax purposes is, as to the United States, a
nonresident alien individual, foreign partnership, foreign corporation or other
foreign person with respect to whom (taking into account statutory or treaty
exemptions) distributions, allocations or payments from Clydesdale are subject
to withholding tax at a rate in excess of zero percent under Sections 1441, 1442
or any other provision of the Code imposing U.S. federal tax withholding
requirements or withholding taxes upon distributions, allocations or payments to
a foreign person by Clydesdale.

                  2.19. Covenant of Each Clydesdale Partner. Each Clydesdale
Partner hereby covenants to each other Clydesdale Partner that such Clydesdale
Partner will, in connection with any transaction, agreement or dealing with or
relating to Clydesdale comply (except for such noncompliance that, in the
aggregate, is not material) with the following undertakings, and, in the case of
Appaloosa, Appaloosa will, within the scope of its authority hereunder, cause
Clydesdale to comply with the following undertakings (it being understood that
Mustang is only assuming responsibility with respect to itself):

                                       9
<PAGE>

                  (a) Such Clydesdale Partner will maintain its books, financial
         records and accounts, including checking and other bank accounts and
         custodian and other securities safekeeping accounts, separate and
         distinct from those of Clydesdale. Clydesdale will maintain its books,
         financial records and accounts, including checking and other bank
         accounts and custodian and other securities safekeeping accounts,
         separate and distinct from those of any other Person.

                  (b) Such Clydesdale Partner will maintain its books, financial
         records and accounts (including inter-entity transaction accounts) in a
         manner so that it will not be difficult or costly to segregate,
         ascertain or otherwise identify its assets and liabilities separate and
         distinct from the assets and liabilities of Clydesdale. Clydesdale will
         maintain its books, financial records and accounts (including
         inter-entity transaction accounts) in a manner so that it will not be
         difficult or costly to segregate, ascertain or otherwise identify its
         assets and liabilities separate and distinct from the assets and
         liabilities of any other Person.

                  (c) Such Clydesdale Partner will not commingle any of its
         assets, funds, liabilities or business functions with the assets,
         funds, liabilities or business functions of Clydesdale, and such
         Clydesdale Partner will hold all of its own assets in its own name,
         except as otherwise contemplated in the Operative Documents. Clydesdale
         will not commingle any of its assets, funds, liabilities or business
         functions with the assets, funds, liabilities or business functions of
         any other Person, and Clydesdale will hold all of its own assets in its
         own name, except as otherwise contemplated in the Operative Documents.

                  (d) Such Clydesdale Partner will conduct its own business in
         its own name, and will observe all requisite organizational and
         internal procedures and formalities, including the holding of periodic
         and special meetings of shareholders, managers and boards of directors
         or managers (or other governing body), as applicable, the recordation
         and maintenance of minutes of such meetings, and the recordation and
         maintenance of resolutions adopted at such meetings. Clydesdale will
         conduct its own business in its own name, and will observe all
         requisite organizational and internal procedures and formalities,
         including the holding of periodic and special meetings of partners,
         shareholders, managers and boards of directors or managers (or other
         governing body), as applicable, the recordation and maintenance of
         minutes of such meetings, and the recordation and maintenance of
         resolutions adopted at such meetings.

                  (e) Such Clydesdale Partner will not be consensually merged or
         consolidated with Clydesdale (other than for financial reporting
         purposes). Clydesdale will not be consensually merged or consolidated
         with any other Person (other than certain affiliates for financial
         reporting purposes).

                  (f) Each Clydesdale Partner that prepares or agrees to be
         included in consolidated financial statements will include or cause to
         be included in its or such consolidated financial statements footnotes
         that clearly disclose, among other things, the separate existence and
         identity of Clydesdale from such Clydesdale Partner, and that
         Clydesdale has separate assets and liabilities. If Clydesdale prepares
         consolidated



                                       10
<PAGE>


         financial statements, it will include in its consolidated financial
         statements footnotes that clearly disclose, among other things, the
         separate existence and identity of Clydesdale from such consolidated
         entities, and that Clydesdale has separate assets and liabilities from
         such consolidated entities.

                  (g) All transactions, agreements and dealings between such
         Clydesdale Partner and Clydesdale (including transactions, agreements
         and dealings pursuant to which the assets or property of one is used or
         to be used by the other) will reflect the separate identity and legal
         existence of each entity. All transactions, agreements and dealings
         between Clydesdale and any other Person (including transactions,
         agreements and dealings pursuant to which the assets or property of one
         is used or to be used by the other) will reflect the separate identity
         and legal existence of Clydesdale from such other Person.

                  (h) Transactions between Clydesdale, on the one hand, and any
         third parties, on the other hand, will be conducted by Clydesdale in
         the name of Clydesdale as an entity separate and distinct from any
         other Person.

                  (i) Except as otherwise specified in the Operative Documents,
         Clydesdale will pay its own liabilities from its own assets, and such
         Clydesdale Partner will not pay its own liabilities from Clydesdale's
         assets.

                  (j) Representatives and agents of Clydesdale (whether or not
         they are "loaned" employees of such Clydesdale Partner) will, when
         purporting to act on behalf of Clydesdale, hold themselves out to third
         parties as being representatives or agents, as the case may be, of
         Clydesdale and, to the extent such items are used, will utilize
         business cards, letterhead, purchase orders, invoices and the like of
         Clydesdale. Representatives and agents of such Clydesdale Partner
         (whether or not they are "loaned" employees of any Clydesdale Partner
         or any affiliates) will, when purporting to act on behalf of such
         Clydesdale Partner (other than, if applicable, in its capacity as the
         general partner of Clydesdale), not hold themselves out to third
         parties as being representatives or agents, as the case may be, of
         Clydesdale and will not utilize business cards, letterhead, purchase
         orders, invoices and the like of Clydesdale.

                  (k) Clydesdale will compensate all consultants, independent
         contractors and agents from its own funds for services provided to it
         by such consultants, independent contractors and agents. Such
         Clydesdale Partner will not compensate any consultants, independent
         contractors and agents from the funds of Clydesdale for services
         provided to such Clydesdale Partner by such consultants, independent
         contractors and agents.

                  (l) To the extent that Clydesdale, on the one hand, and such
         Clydesdale Partner, on the other hand, jointly contract or do business
         with vendors or service providers or share overhead expenses, the costs
         and expenses incurred in so doing will be fairly and nonarbitrarily
         allocated between or among such entities, with the result that each
         such entity bears its fair share of all such costs and expenses. To the
         extent that Clydesdale, on the one hand, and such Clydesdale Partner,
         on the other hand, contracts or does business with vendors or service
         providers where the goods or services are wholly



                                       11
<PAGE>


         or partially for the benefit of the other, then the costs incurred in
         so doing will be fairly and nonarbitrarily allocated to the entity for
         whose benefit the goods or services are provided, with the result that
         each such entity bears its fair share of all such costs, except to the
         extent otherwise provided in the Operative Documents. To the extent
         that Clydesdale, on the one hand, and any other Person, on the other
         hand, jointly contract or do business with vendors or service providers
         or share overhead expenses, the costs and expenses incurred in so doing
         will be fairly and nonarbitrarily allocated between or among such
         entities, with the result that each such entity bears its fair share of
         all such costs and expenses. To the extent that Clydesdale, on the one
         hand, and any other Person, on the other hand, contracts or does
         business with vendors or service providers where the goods or services
         are wholly or partially for the benefit of the other, then the costs
         incurred in so doing will be fairly and nonarbitrarily allocated to the
         entity for whose benefit the goods or services are provided, with the
         result that each such entity bears its fair share of all such costs,
         except to the extent otherwise provided in the Operative Documents.

                  (m) Clydesdale will have annual financial statements prepared
         in accordance with GAAP, separate from such Clydesdale Partner and any
         other Person; provided that Clydesdale and such Clydesdale Partner may
         be consolidated with El Paso and its Subsidiaries for financial
         reporting purposes. Such Clydesdale annual financial statements will
         show Clydesdale's assets and liabilities separate and apart from those
         of any other Person.

                  (n) Such Clydesdale Partner will not make any loans, advances,
         guarantees, extensions of credit or contributions of capital to, from
         or for the benefit of Clydesdale without proper documentation and
         proper accounting in accordance with GAAP and other than in accordance
         with the provisions of the Operative Documents. Clydesdale will not
         make any loans, advances, guarantees, extensions of credit or
         contributions of capital to, from or for the benefit of any other
         Person without proper accounting in accordance with GAAP and proper
         documentation, it being agreed that the Advances are made pursuant to
         proper documentation.

                  (o) Clydesdale will cause to be prepared and filed all legally
         required tax returns for itself (including Federal and state income tax
         returns) separately from the tax returns of any other Person, and will
         not file a consolidated tax return with any other Person. Each
         Clydesdale Partner will cause to be prepared and filed all legally
         required tax returns for itself (including Federal and state income tax
         returns) separately from the tax returns of Clydesdale.

                  (p) Such Clydesdale Partner will not refer to Clydesdale as a
         department or division of such Clydesdale Partner and will not
         otherwise refer to Clydesdale in a manner inconsistent with its status
         as a separate and distinct legal entity. In addition, Clydesdale will
         hold itself out as separate and distinct from such Clydesdale Partner
         and from any other Person. Clydesdale will not refer to itself as a
         department or division of such Clydesdale Partner and will not
         otherwise refer to itself in a manner inconsistent with its status as a
         legal entity separate and distinct from any other Person. In addition,


                                       12
<PAGE>


         such Clydesdale Partners will hold themselves out as separate and
         distinct from Clydesdale.

                  (q) Clydesdale will maintain adequate capital in light of its
         contemplated business operations.

                  (r) Clydesdale will not hold out its credit as being available
         to satisfy the obligations of any other Person. Such Clydesdale Partner
         will not hold out the credit of Clydesdale as being available to
         satisfy the obligations of such Clydesdale Partner (except as permitted
         under the Operative Documents).

                  (s) Clydesdale will not acquire the obligations or securities
         of its affiliates or owners (except as permitted under the Operative
         Documents). Such Clydesdale Partner will not acquire the obligations or
         securities of Clydesdale (except as permitted under the Operative
         Documents).

                  (t) Clydesdale will not buy or hold evidence of indebtedness
         issued by any other Person (except as permitted under the Operative
         Documents).

                  (u) Clydesdale will use separate stationery, invoices, and
         checks bearing its own name. Such Clydesdale Partner will not use
         stationery, invoices, and checks bearing Clydesdale's name (except in
         its capacity as a general partner of Clydesdale).

                  (v) Clydesdale will not pledge its assets for the benefit of
         any other Person. Such Clydesdale Partner will not pledge its assets
         for the benefit of Clydesdale (except as permitted under the Operative
         Documents).

                  (w) Clydesdale will correct any known misunderstanding
         regarding its separate identity from any other Person. Such Clydesdale
         Partner will correct any known misunderstanding regarding its identity
         as separate from the identity of Clydesdale.

                  (x) Clydesdale will not use its separate existence, no
         Clydesdale Partner (or any of its affiliates) will use the separate
         existence of Clydesdale, and Clydesdale will not permit that its
         separate existence be used by any such Clydesdale Partner (or any of
         its affiliates), in each case, to abuse creditors or to perpetrate a
         fraud, injury, or injustice on creditors.

                  (y) All transactions between a Clydesdale Partner (or any of
         its affiliates), on the one hand, and Clydesdale, on the other, are,
         and will be, duly authorized and documented, and recorded accurately in
         the appropriate books and records of such entities. All such
         transactions are, and will be, fair to each party, constitute exchanges
         for fair consideration and for reasonably equivalent value, and are,
         and will be, made in good faith and without any intent to hinder,
         delay, or defraud creditors. Clydesdale will not take any action, and
         will not engage in transactions with any Clydesdale Partner (or any of
         its affiliates), unless the respective boards of managers, general
         partners, managing members, or officers, as appropriate, of Clydesdale
         and the applicable Clydesdale Partner, as the case may be, determine in
         a reasonable fashion that such actions or



                                       13
<PAGE>


         transactions are in their respective companies' best interests. The
         parties hereto agree that the Transactions satisfy the requirements of
         this Section 2.19(y).

                  (z) Clydesdale and each Clydesdale Partner have not entered
         into the transactions contemplated by this Agreement or any Operative
         Document to which it is a party in contemplation of insolvency or with
         a design to prefer one or more creditors to the exclusion in whole or
         in part of others or with an intent to hinder, delay or defraud any of
         its creditors.

                  (aa) The assets of Clydesdale and of each Clydesdale Partner
         are now, and are intended to be, sufficient to pay the ongoing business
         expenses of each such respective entity as they are incurred and to
         discharge all of their respective liabilities.

                  2.20. Title to Clydesdale Property. All Clydesdale Property
shall be owned by Clydesdale as an entity, and no Clydesdale Partner shall have
any ownership interest in such property in its individual name or right. Each
Clydesdale Partnership Interest in Clydesdale shall be personal property for all
purposes. Clydesdale shall hold all of the Clydesdale Property in the name of
Clydesdale or the name of the Clydesdale Custodian (on behalf of Clydesdale) and
not in the name of any Clydesdale Partner.

                  2.21. Clydesdale Partner Requirements. Clydesdale shall at all
times have at least one Clydesdale Partner that is a Special Purpose LLC. A
"SPECIAL PURPOSE LLC" means a limited liability company that has a manager on
its board of managers or other managing body who is not an Affiliate of El Paso.
Noric Holdings shall continue to be the initial Special Purpose LLC. The Special
Purpose LLC shall at all times be a limited liability company whose
Organizational Documents contain restrictions on its activities and impose
requirements intended to preserve its separateness that are substantially
similar to those contained in this Agreement, and provide, among other things,
that it:

                  (a) is organized for a limited purpose;

                  (b) has restrictions on its ability to incur indebtedness,
         dissolve, liquidate, consolidate, merge and/or sell its assets;

                  (c) may not file voluntarily a bankruptcy petition on its own
         behalf (and/or on behalf of Clydesdale) without the consent of the
         manager who is not an Affiliate of El Paso; and

                  (d) shall conduct itself (and/or cause Clydesdale to conduct
         itself) in accordance with certain "separateness covenants", including
         the maintenance of books, records, bank accounts and assets separate
         from those of any other Person and/or certain specified other Persons.




                                       14
<PAGE>


                                    SECTION 3

                               CLYDESDALE PARTNERS

                  3.1. Rights of Clydesdale Partners. The Clydesdale Partners
shall have the rights and obligations provided in this Agreement and, to the
extent consistent with this Agreement, the Act.

                  3.2. Clydesdale Partnership Interests. Until such time, if
ever, as the Clydesdale General Partner establishes Replacement Securities
pursuant to Section 7.9, there shall be three classes of Clydesdale Partnership
Interests, each of which shall have the rights set forth below:

                  (a) Clydesdale General Partnership Interest. The Clydesdale
         General Partner shall have the following rights under this Agreement
         (in addition to the other rights granted hereunder):

                           (i) the right to receive Distributions and to share
                  in the Profits and Losses of Clydesdale, all to the extent
                  provided in this Agreement;

                           (ii) the right to receive liquidating Distributions
                  to the extent provided in Section 12;

                           (iii) the right to vote upon, approve or consent to
                  actions of Clydesdale and to participate in the management of
                  Clydesdale, all to the extent provided in this Agreement; and

                           (iv) the right to appoint or remove the Clydesdale
                  Liquidator as provided in Section 12.9.

                  (b) Clydesdale Class A Limited Partnership Interests. Each
         Clydesdale Class A Limited Partner shall have the following rights
         under this Agreement (in addition to the other rights granted
         hereunder):

                           (i) the right to receive Distributions and to share
                  in the Profits and Losses of Clydesdale, all to the extent
                  provided in this Agreement;

                           (ii) the right to receive liquidating Distributions
                  to the extent provided in Section 12; and

                           (iii) the right to vote upon, approve or consent to
                  actions of Clydesdale and the Clydesdale General Partner, all
                  to the limited extent, but only to the limited extent,
                  provided in this Agreement; provided, however, that none of
                  the rights given to a Clydesdale Class A Limited Partner shall
                  be deemed to be participating in the control of the business
                  of Clydesdale within the meaning of Section 17-303 of the Act,
                  and this Agreement shall be interpreted consistently with this
                  Section 3.2(b)(iii).


                                       15
<PAGE>


                  (c) Clydesdale Class B Limited Partnership Interests. The
         Clydesdale Class B Limited Partner shall have the following rights
         under this Agreement (in addition to the other rights granted
         hereunder):

                           (i) the right to receive Distributions and to share
                  in the Profits and Losses of Clydesdale, all to the extent
                  provided in this Agreement;

                           (ii) the right to receive liquidating Distributions
                  to the extent provided in Section 12;

                           (iii) the right to vote upon, approve or consent to
                  actions of Clydesdale and the Clydesdale General Partner, all
                  to the limited extent, but only to the limited extent,
                  provided in this Agreement; provided, however, that none of
                  the rights given to the Clydesdale Class B Limited Partner
                  shall be deemed to be participating in the control of the
                  business of Clydesdale within the meaning of Section 17-303 of
                  the Act, and this Agreement shall be interpreted consistently
                  with this Section 3.2(c)(iii); and

                           (iv) the right to appoint or remove the Clydesdale
                  Liquidator as provided in Section 12.9.

                  3.3. Additional Covenants of Clydesdale General Partner.
Except as otherwise permitted by this Agreement, the Clydesdale General Partner
hereby covenants and agrees not to Transfer all or any portion of its Clydesdale
Partnership Interest as the Clydesdale General Partner. Further, the Clydesdale
General Partner hereby covenants and agrees to continue to carry out the duties
of the Clydesdale General Partner under this Agreement until Clydesdale is
dissolved and liquidated pursuant to Section 12 hereof.

                  3.4. Clydesdale Limited Partners. (a) No Management Rights or
Powers. Neither a Clydesdale Class A Limited Partner nor the Clydesdale Class B
Limited Partner shall have any right or power to take part in the management or
control of Clydesdale or its business and affairs or to act for or bind
Clydesdale in any way, except as expressly provided in any Operative Document.
Notwithstanding the foregoing, each Clydesdale Class A Limited Partner and the
Clydesdale Class B Limited Partner shall each have all of the rights and powers
specifically set forth in this Agreement and, to the extent consistent with this
Agreement, the Act. The existence and exercise of these rights and powers will
not result in a Clydesdale Class A Limited Partner or the Clydesdale Class B
Limited Partner being deemed to be participating in the control of the business
of Clydesdale within the meaning of Section 17-303 of the Act or otherwise
affect the limited liability of a Clydesdale Class A Limited Partner or the
Clydesdale Class B Limited Partner.

                  (b) Voting Rights. Each Clydesdale Class A Limited Partner and
the Clydesdale Class B Limited Partner shall each have the right to vote only on
those matters specifically reserved for its vote as set forth in this Agreement.

                  (c) Limited Partner Liability. Neither a Clydesdale Class A
Limited Partner nor the Clydesdale Class B Limited Partner shall be liable for
the debts, liabilities, contracts or any other obligations of Clydesdale. Except
as otherwise provided by mandatory provisions of



                                       16
<PAGE>


applicable state law and except with respect to the obligation of a Clydesdale
Class A Limited Partner and the Clydesdale Class B Limited Partner to return to
Clydesdale a distribution made to such Clydesdale Partner in violation of the
Act at a time when such Clydesdale Partner knew the distribution would violate
the Act, such Clydesdale Partner shall be liable only to make its Capital
Contributions (to the extent required by, and in accordance with the provisions
of, this Agreement) and shall not be required to lend any funds to Clydesdale
or, after its Capital Contributions have been made (including under Sections 5.3
and 5.4, if applicable), to make any additional Capital Contributions to
Clydesdale.

                  3.5. Meetings of Partners. (a) Notice. Meetings of the
Clydesdale Partners shall be called upon the written request of any Clydesdale
Partner. The notice shall state the nature of the business to be transacted.
Notice of any such meeting shall be given to all Clydesdale Partners not less
than five Business Days nor more than 30 days prior to the date of such meeting.
Clydesdale Partners may vote in person, by proxy or by telephone at such
meeting.

                  (b) Record Date. For the purpose of determining the Clydesdale
Partners entitled to vote on, or to vote at, any meeting of the Clydesdale
Partners or any adjournment thereof, the Clydesdale Partner requesting such
meeting may fix, in advance, a date as the record date for any such
determination. Such date shall not be more than 30 days nor less than seven
Business Days before any such meeting.

                  (c) Proxy. Any Clydesdale Partner may authorize any Person or
Persons to act for it by proxy on all matters in which such Clydesdale Partner
is entitled to participate, including waiving notice of any meeting, or voting
or participating at a meeting. Every proxy must be signed by such Clydesdale
Partner or its attorney-in-fact. No proxy shall be valid after the expiration of
11 months from the date thereof unless otherwise provided in the proxy. Every
proxy given by a Clydesdale Partner shall be revocable at the pleasure of the
Clydesdale Partner executing it unless otherwise expressly stated in such proxy.

                  (d) Consents. The approval or consent of any Clydesdale
Partner required under this Agreement may, except as expressly provided to the
contrary in this Agreement, be given or withheld in the sole and absolute
discretion of such Clydesdale Partner. If the Clydesdale General Partner
receives the necessary approval or consent of the Clydesdale Partners to such
action, the Clydesdale General Partner shall be authorized and empowered to
implement such action without further authorization by the Clydesdale Partners.

                  (e) Conduct of Meeting. Each meeting of the Clydesdale
Partners shall be conducted by the Clydesdale General Partner or such other
Person as the Clydesdale General Partner may appoint pursuant to such rules for
the conduct of the meeting as the Clydesdale General Partner or such other
Person deems appropriate. Any meeting duly called at which the Clydesdale
General Partner does not appear shall be conducted by the Clydesdale Class B
Limited Partner.

                  (f) Consent in Lieu of Meeting. In the event the consent of
any Clydesdale Partner is required for any action to be taken by Clydesdale,
such consent may be given at a meeting, which may be conducted by conference
telephone call, or provided in writing, executed



                                       17
<PAGE>


by the Clydesdale Partner necessary to authorize such action at a meeting at
which the Clydesdale Partners entitled to vote were present and voted.

                  (g) No Meeting Required for Certain Actions. Any action,
consent or approval that by the terms of this Agreement may be taken by any
class of Clydesdale Partner acting as a class or alone may be taken without the
necessity of calling or holding a meeting of Clydesdale Partners.

                  3.6. Partition. To the fullest extent permitted under
Applicable Law, each Clydesdale Partner waives any and all rights that it may
have to maintain an action for partition of Clydesdale's property.

                  3.7. Covenant Not to Dissolve. Except as otherwise permitted
by this Agreement, to the fullest extent permitted under Applicable Law, each
Clydesdale Partner hereby covenants and agrees not to (a) take any action to
file a certificate of dissolution or its equivalent with respect to itself, (b)
exercise any power under the Act to dissolve Clydesdale, or (c) petition for
judicial dissolution of Clydesdale.

                  3.8. Termination of Status as Clydesdale Partner. (a) Certain
Events. A Person shall cease to be a Clydesdale Partner only upon the first to
occur of:

                  (i) The Transfer of all of its Clydesdale Partnership Interest
         (other than by way of the imposition of a Permitted Lien); provided
         that the transferee of such Clydesdale Partnership Interest is admitted
         as a substituted Clydesdale Partner in accordance with this Agreement.

                  (ii) With respect to the Clydesdale General Partner, the
         happening of any of the events specified in Section 17-402 of the Act
         (which shall not relieve such Person from any liability under this
         Agreement, including liabilities for an unpermitted resignation).

                  (iii) The involuntary Transfer by operation of Applicable Law
         (other than by way of imposition of a Permitted Lien) of its Clydesdale
         Partnership Interest (which shall not relieve such Person from any
         liability under this Agreement, including liabilities for an
         unpermitted resignation).

                  (iv) The vote of the Clydesdale Partners required to approve a
         request by such Clydesdale Partner to withdraw pursuant to Section
         3.8(b).

                  (v) In the case of the Clydesdale Class B Limited Partner, the
         withdrawal of the Clydesdale Class B Limited Partner pursuant to the
         occurrence of the events specified in Section 7.4.

                  The happening of the foregoing events shall not cause a
dissolution of Clydesdale except as provided in Section 12. Except to the extent
specifically set forth herein, upon the termination of a Person's status as a
Clydesdale Partner, such Person shall not be entitled to any Distributions from
Clydesdale, including a Distribution based on the fair value of such Person's
Clydesdale Partnership Interest.



                                       18
<PAGE>


                  (b) Withdrawal. No Clydesdale Partner may withdraw from
Clydesdale, except (i) with the prior written consent of the Clydesdale Partners
or (ii) as a consequence of a Permitted Transfer pursuant to which the
Transferee is admitted as a Clydesdale Partner.

                  (c) Collection of Continuing Obligations. Any debts,
obligations, or liabilities in damages to Clydesdale of any Person who ceases to
be a Clydesdale Partner shall be collectible by any legal means and Clydesdale
is authorized, in addition to any other remedies at law or in equity, to apply
any amounts otherwise distributable or payable by Clydesdale to such Person to
satisfy such debts, obligations or liabilities.

                  (d) Transferee. Except as otherwise provided in this
Agreement, in the event a Person ceases to be a Clydesdale Partner without
having Transferred all of its Clydesdale Partnership Interest in accordance with
this Agreement (including upon removal or resignation), such Person shall be
treated as an unadmitted transferee pursuant to Section 10.5.

                  (e) Removal. The Clydesdale General Partner may be removed by
the Clydesdale Class B Limited Partner only if the Clydesdale General Partner
has (i) attempted to make a Transfer of its Clydesdale Partnership Interest that
is not a Permitted Transfer, (ii) committed a material breach of this Agreement
which has not been cured within thirty days after notice of such breach is given
to the Clydesdale General Partner by the Clydesdale Class B Limited Partner or
(iii) the Clydesdale General Partner has been grossly negligent or has engaged
in willful misconduct in managing or otherwise conducting the business and
affairs of Clydesdale.

                  (f) Continuing Obligations. If the Clydesdale General Partner
ceases to be a Clydesdale Partner for any reason under this Agreement, it shall
remain liable as a Clydesdale General Partner for all debts and obligations of
Clydesdale existing at the time such Person ceases to be the Clydesdale General
Partner, regardless of whether, at such time, such debts or liabilities were
known or unknown, actual or contingent; provided, however, that this Section
3.8(f) shall not be construed as waiving any requirement that a judgment
creditor of the Clydesdale General Partner first comply with the provisions of
Section 17-403(d) of the Act before attempting to levy the assets of the
Clydesdale General Partner. A Person shall not be liable as the Clydesdale
General Partner for the debts and obligations of Clydesdale arising after such
Person ceases to be the Clydesdale General Partner.

                  (g) Status as Clydesdale Limited Partner. If at the time a
Person ceases to be a Clydesdale General Partner, such Person is also a
Clydesdale Class A Limited Partner or a Clydesdale Class B Limited Partner with
respect to a Clydesdale Class A Limited Partnership Interest or a Clydesdale
Class B Limited Partnership Interest, respectively, such cessation shall not
affect such Person's rights and obligations with respect to such Clydesdale
Class A Limited Partnership Interest or Clydesdale Class B Limited Partnership
Interest, as the case may be.



                                       19
<PAGE>


                                    SECTION 4

                                   MANAGEMENT

                  4.1. Management of Clydesdale. (a) Clydesdale General Partner.
The management of Clydesdale shall be vested in the Clydesdale General Partner
as general partner and, except as otherwise provided in this Agreement, the
Clydesdale General Partner shall have full power and authority to manage the
business and affairs of Clydesdale to the extent provided in the Act and no
other Clydesdale Partner shall have any such management power and authority. The
Clydesdale General Partner shall have all of the rights and powers which may be
possessed by general partners under the Act.

                  (b) Authority of Clydesdale General Partner. The Clydesdale
General Partner shall have the authority on behalf and in the name of Clydesdale
to perform all acts necessary and desirable to the objects and purposes of
Clydesdale, subject only to the restrictions expressly set forth in this
Agreement (including Section 2.19, Section 4.3 and Section 4.8) and subject to
the rights of the Clydesdale Liquidator to liquidate Clydesdale and take all
actions incidental thereto during the Liquidation Period. Subject to such
restrictions, the authority of the Clydesdale General Partner shall include the
authority to:

                  (i) engage in transactions and dealings on behalf of
         Clydesdale, including transactions and dealings with any Clydesdale
         Partner or any Affiliate of any Clydesdale Partner;

                  (ii) call meetings of Clydesdale Partners or any class
         thereof;

                  (iii) vote any securities held by Clydesdale;

                  (iv) make Investments in Permitted Assets;

                  (v) determine and make Distributions, in cash or otherwise, on
         Clydesdale Partnership Interests in accordance with the provisions of
         this Agreement and the Act;

                  (vi) appoint (and dismiss from appointment) officers,
         attorneys and agents on behalf of Clydesdale, and engage (and dismiss
         from engagement) any and all Persons providing legal, accounting or
         financial services to Clydesdale, or such other Persons as the
         Clydesdale General Partner deems necessary or desirable for the
         management and operation of Clydesdale;

                  (vii) incur and pay all expenses and obligations incidental to
         the operation and management of Clydesdale;

                  (viii) open accounts (including, without limitation, the
         Clydesdale Operating Account) with the Clydesdale Custodian and
         delegate to the Clydesdale Custodian the duties of the Clydesdale
         Custodian set forth in the Clydesdale Custody Agreement;

                  (ix) subject to Section 12, effect a dissolution of Clydesdale
         after the occurrence of a Liquidating Event;



                                       20
<PAGE>


                  (x) bring and defend (or settle) on behalf of Clydesdale
         actions and proceedings at law or equity before any court or
         governmental, administrative or other regulatory agency, body or
         commission or any arbitrator or otherwise;

                  (xi) prepare or cause to be prepared reports, statements and
         other relevant information for distribution to the Clydesdale Partners
         as may be required by this Agreement or the Act and any additional
         information determined to be appropriate by the Clydesdale General
         Partner from time to time;

                  (xii) execute and deliver on behalf of Clydesdale, perform
         Clydesdale's obligations under and exercise Clydesdale's rights under,
         any Operative Documents to which Clydesdale is a party, including any
         certificates and other documents and instruments related thereto;

                  (xiii) prepare and file all necessary returns and statements
         and pay all taxes, assessments and other impositions applicable to the
         Clydesdale Property pursuant to Section 8.2; and

                  (xiv) execute all other documents or instruments, perform all
         duties, exercise all powers, and do all things for and on behalf of
         Clydesdale necessary or desirable for or incidental to the foregoing.

                  4.2. Reliance by Third Parties. Persons dealing with
Clydesdale are entitled to rely conclusively upon the power and authority of the
Clydesdale General Partner set forth in this Agreement.

                  4.3. Restrictions on Authority. The Clydesdale General Partner
shall not be authorized to take any of the actions set forth in this Section 4.3
without the prior written approval of the Clydesdale Class B Limited Partner.
The Clydesdale General Partner covenants and agrees that it shall not, without
such approval:

                  (a) Contravention. Do any act in contravention of this
         Agreement or any other Operative Document binding on Clydesdale;

                  (b) Impossibility. Do any act that would make it impossible to
         carry on the ordinary business of Clydesdale, except as otherwise
         expressly provided in this Agreement;

                  (c) Litigation, Etc. Confess a judgment against Clydesdale or
         settle on behalf of Clydesdale actions and proceedings at law or in
         equity before any court, any governmental, administrative or other
         regulatory agency, body or commission or any arbitrator or otherwise
         (i) to which El Paso, Appaloosa, any Sponsor Subsidiary, any Noric
         Group Member, Lusitano, Lipizzan, or any of their respective Affiliates
         is a party in opposition to Clydesdale or (ii) as a result of which it
         is reasonably likely, after giving effect to any contribution pursuant
         to Section 5.3 hereof, that the rights, assets or interests of
         Clydesdale or the Clydesdale Partners as such would be adversely
         affected;



                                       21
<PAGE>


                  (d) Possession of Clydesdale Property. Possess Clydesdale
         Property or assign rights in Clydesdale Property, for other than a
         Clydesdale purpose;

                  (e) Liability. Perform any act that would cause, or knowingly
         fail to perform any act the failure to perform which would cause, any
         Clydesdale Limited Partner to be obligated personally for any debt,
         obligation or liability of Clydesdale in any jurisdiction solely by
         reason of such Clydesdale Limited Partner being a Clydesdale Limited
         Partner (other than pursuant to Section 5.3 hereof);

                  (f) Bankruptcy, Insolvency. Cause or permit Clydesdale
         voluntarily to take any action of the type referred to in the
         definition of "VOLUNTARY BANKRUPTCY";

                  (g) Indebtedness. Cause or permit Clydesdale to incur, assume
         or obligate itself for any Indebtedness, except that Clydesdale may
         enter into and incur obligations under the Operative Documents and
         Indebtedness of the type described in clause (i) of the definition
         thereof constituting Clydesdale Expenses incurred in the ordinary
         course of business;

                  (h) Custody Agreements. Direct the Clydesdale Custodian to (i)
         release any property from its custody under the Clydesdale Custody
         Agreement other than pursuant to the terms of the Clydesdale Custody
         Agreement or this Agreement, (ii) appoint a substitute Clydesdale
         Custodian or (iii) close any account established pursuant to the
         Clydesdale Custody Agreement except to the extent such account is
         replaced with a new account thereunder;

                  (i) Liens. Cause or permit Clydesdale to incur or suffer to
         exist any Liens on any of its assets, except for Permitted Liens;

                  (j) Acquisitions, Investments, Etc. Cause or permit Clydesdale
         to acquire by purchase or contribution or otherwise to hold or maintain
         or become obligated to hold or maintain:

                           (i) any assets other than Permitted Assets; and

                           (ii) any Cash Equivalent that is in default; provided
                  that Clydesdale may maintain any defaulted Cash Equivalent for
                  a reasonable period after the occurrence of such default to
                  Dispose of such Cash Equivalent in an orderly fashion or to
                  diligently pursue collection or enforcement thereof;

                  (k) Merger. Cause or permit Clydesdale to merge or consolidate
         with or into any other Person;

                  (l) Tax and Accounting Matters. Except as otherwise provided
         in this Agreement, take any initial tax or accounting position,
         practice or policy that is inconsistent with the purposes of the
         Operative Documents or, except as may be required by Applicable Law,
         cause or permit changes in any material tax position or policy of
         Clydesdale, or cause or permit changes in or adoption of any accounting
         position,



                                       22
<PAGE>


         practice or policy (including a change in its fiscal year) of
         Clydesdale not in accordance with GAAP;

                  (m) Distributions. Cause or permit Distributions to the
         Clydesdale Partners of cash or other Clydesdale Property except as
         expressly provided in this Agreement;

                  (n) Dissolution. Cause or permit Clydesdale voluntarily to
         take any action which would cause a dissolution of Clydesdale except to
         the extent that the Clydesdale General Partner may in its capacity as
         the Clydesdale General Partner and in accordance with this Agreement
         vote to dissolve, wind up and liquidate Clydesdale;

                  (o) Reimbursement. Cause or permit Clydesdale to reimburse any
         Clydesdale Partner for any liability, loss, cost or Expense other than
         as expressly provided for in or contemplated by this Agreement or any
         other Operative Document;

                  (p) Admission of Partners. Cause or permit the admission of
         any Clydesdale Partner other than pursuant to Sections 7.4, 7.9 or 10;

                  (q) Operative Documents. Cause or consent to (i) any
         termination or cancellation of, or any assignment, delegation or other
         transfer of, or (ii) any amendment, modification, supplement or waiver
         of, Clydesdale's or any other Person's rights or obligations under this
         Agreement or any other Operative Document to which Clydesdale is a
         party (other than assignments, delegations and transfers to the
         Clydesdale Custodian pursuant to the Clydesdale Custody Agreement, to
         the Sponsor Subsidiary Collateral Agent pursuant to the Sponsor
         Subsidiary Credit Documents and the Sponsor Subsidiary Collateral Agent
         Agreement, to the Noric Custodian pursuant to the Noric Custody
         Agreement, and any such consent provided in or required pursuant to an
         Operative Document);

                  (r) Affiliate Transactions. Cause or permit Clydesdale to
         enter into any contracts (including any indemnification agreements) or
         transactions with any Clydesdale Partner or any Affiliate of any
         Clydesdale Partner other than as expressly provided for in or
         contemplated by this Agreement (including Section 4.7 or 7.9(c) hereof)
         or in or by any other Operative Document;

                  (s) Disposition of the Clydesdale Property. Cause or permit
         Clydesdale to Dispose of all or any portion of the Clydesdale Property,
         except for (i) Dispositions of the Clydesdale Property in connection
         with the liquidation, dissolution and winding up of Clydesdale pursuant
         to Section 12, (ii) Dispositions of amounts on deposit in the
         Clydesdale Operating Account for value in connection with Clydesdale's
         investment and reinvestment in Cash Equivalents, (iii) payments and
         Distributions pursuant to Section 7, and (iv) payments of obligations
         and expenses permitted to be incurred under or required to be paid
         pursuant to this Agreement or the Clydesdale Custody Agreement;

                  (t) Actions Under the Operative Documents. Subject to Section
         4.9, cause or permit Clydesdale to (i) agree, elect or consent to or
         approve the taking by any Sponsor Subsidiary of any action requiring
         the prior approval, election or consent of Clydesdale under the
         Operative Documents (including any action constituting a Clydesdale
         Required



                                       23
<PAGE>


         Action, except to the extent taken as provided in Section 4.9) or
         decline or fail to enforce the obligations of any Sponsor Subsidiary
         under the Operative Documents or exercise any discretionary right,
         power, remedy, privilege or authority granted to or reserved for
         Clydesdale in its capacity as the lender and secured party under the
         Sponsor Subsidiary Credit Documents, (ii) cause or consent to (A) any
         termination or cancellation of, (B) any assignment, delegation or other
         transfer of Clydesdale's or any Sponsor Subsidiary's rights or
         obligations under, or (C) any amendment, modification, supplement or
         waiver of Clydesdale's or any Sponsor Subsidiary's rights or
         obligations under, the Operative Documents (other than as a result of
         payment in full of obligations thereunder), or (iii) agree to (A) the
         Calculation Agent delivering an E&P Borrowing Base Determination or E&P
         Borrowing Base Redetermination pursuant to Section 2.09 of the Sponsor
         Subsidiary Credit Agreement (including, in the case of an adjustment of
         the Scheduled Quantities, the determination of new Scheduled Quantities
         made in connection with an E&P Borrowing Base Determination or an E&P
         Borrowing Base Redetermination) or (B) a Revised Energy Investment Loan
         Value Amount pursuant to Section 2.11 of the Sponsor Subsidiary Credit
         Agreement, (iv) to the extent not covered by sub clauses (i) to (iii)
         above, give any consent or approval or agree to the taking of any
         action (including the taking of any Clydesdale Required Action, except
         to the extent taken as provided in Section 4.9) or exercise any
         discretion, right, power, remedy, privilege or authority under the
         Operative Documents, (v) agree to any document being in form and
         substance satisfactory to Clydesdale, or (vi) give any consent
         described under Section 5.02(f)(vii) of the Sponsor Subsidiary Credit
         Agreement; or

                  (u) Noric Class B Member Interest. Exercise any discretion,
         authority, power or consent or approval right (including the right to
         approve a Noric Liquidator) of the Noric Class B Member in respect of
         Clydesdale's Noric Class B Membership Interest.

                  (v) Sponsor Subsidiary Rights. (i) Exercise any discretion,
         authority, power or consent or approval right under any Sponsor
         Subsidiary Credit Document or any Sponsor Subsidiary Company Agreement,
         or (ii) Dispose of any right, power or authority granted to Clydesdale
         under any Sponsor Subsidiary Credit Document or any Sponsor Subsidiary
         Company Agreement.

                  4.4. Maintenance of Title to Clydesdale Property. The
Clydesdale General Partner agrees that it shall cause Clydesdale to maintain
legal and beneficial title to each of Clydesdale's assets (including
Clydesdale's Noric Class B Membership Interest), except to the extent
contemplated by Sections 4.3(i), (m) and (s) or the Clydesdale Custody
Agreement.

                  4.5. Compliance with Agreement. The Clydesdale General Partner
shall cause Clydesdale to comply with all of the obligations of Clydesdale set
forth in this Agreement (including, without limitation, Section 2.19) and the
other Operative Documents to which it is a party.

                  4.6. No Employees. The Clydesdale General Partner shall not
permit Clydesdale to have any employees.



                                       24
<PAGE>


                  4.7. Affiliate Transactions. Except as otherwise provided in
this Agreement, the Clydesdale General Partner, when acting on behalf of
Clydesdale, is hereby authorized to deal with any Clydesdale Partner, acting on
its own behalf, or any Affiliate of any Clydesdale Partner; provided that any
such transaction, other than any transaction otherwise permitted or contemplated
by the Operative Documents, shall be made on terms and conditions that, taken as
a whole, are no less favorable to Clydesdale than if the transaction had been
made with an independent third party and (excluding any Disposition of any of
the Clydesdale Property to such Clydesdale Partner or such Affiliate of such
Clydesdale Partner) shall be in the ordinary course of Clydesdale's business.
The Clydesdale Partners agree that the Operative Documents (and the transactions
contemplated thereby) satisfy this third-party standard and the Clydesdale
Partners hereby authorize the Clydesdale General Partner to cause Clydesdale to
enter into the Operative Documents to which Clydesdale is a party (and to
consummate the transactions contemplated thereby).

                  4.8. Limitations on Partner Activities. (a) The Clydesdale
General Partner shall not engage in any business or other activity other than as
specified in its Organizational Documents as in effect on the date hereof,
except with the written consent of the Clydesdale Class B Limited Partner.

                  (b) The Clydesdale Class A Limited Partners shall not engage
in any business or other activity other than as specified, in the case of Noric
Holdings, in Section 2.6 of the Noric Holdings Company Agreement as in effect on
the date hereof and, in the case of Noric Holdings I, in Section 2.6 of the
Noric Holdings I Company Agreement as in effect as the date hereof, in each case
except with the written consent of the Clydesdale Class B Limited Partner.

                  (c) The Clydesdale Class B Limited Partner shall not engage in
any business or other activity other than as specified in Section 2.6 of the
Mustang Company Agreement as in effect on the date hereof, except with the
written consent of the Clydesdale General Partner.

                  4.9. Required Actions. The Clydesdale General Partner shall
take or cause to be taken each of the Clydesdale Required Actions (as such
Clydesdale Required Actions may be requested, and as any determinations or
calculations to be made in connection therewith may be made, by the Clydesdale
Class B Limited Partner in accordance with the Operative Documents), promptly
(and, in any event on the next succeeding Business Day) upon receipt of a
written request therefor from the Clydesdale Class B Limited Partner, which
notice shall provide in reasonable detail the Clydesdale Required Action to be
taken. In the event that the Clydesdale General Partner shall fail to take any
Clydesdale Required Action requested by the Clydesdale Class B Limited Partner
prior to the close of business on the next succeeding Business Day after receipt
of such request, the Clydesdale Class B Limited Partner may, on behalf of
Clydesdale, direct the Clydesdale Custodian, the Noric Custodian, or the Sponsor
Subsidiary Collateral Agent, as the case may be, to take such Clydesdale
Required Action, and in connection therewith the Clydesdale Custodian, the Noric
Custodian, or the Sponsor Subsidiary Collateral Agent, as the case may be, shall
have all requisite power and authority to bind Clydesdale for the purpose of,
and to the extent of the exercise of, such Clydesdale Required Actions.

                  4.10. Compliance with Applicable Laws. The Clydesdale General
Partner shall cause Clydesdale to comply with all Applicable Laws except for
such non-compliance (a) as is





                                       25
<PAGE>


attributable solely to any action taken by the Clydesdale Class B Limited
Partner, or, in the case of any action required to be taken by the Clydesdale
Class B Limited Partner, omitted to be taken by the Clydesdale Class B Limited
Partner or (b) that would not have a Material Adverse Effect.

                  4.11. Clydesdale Custodian. The Clydesdale General Partner has
entered, on behalf of Clydesdale, into the Clydesdale Custody Agreement and the
Sponsor Subsidiary Collateral Agent Agreement and all other documents that were
reasonably required to be executed by Clydesdale in connection therewith and
took such other actions that were reasonably necessary to consummate the
transactions contemplated thereby and appointed the Clydesdale Custodian and the
Sponsor Subsidiary Collateral Agent. The Clydesdale Partners acknowledge that
the Clydesdale General Partner has delegated certain responsibilities to
Wilmington Trust Company, as Clydesdale Custodian and as Sponsor Subsidiary
Collateral Agent, pursuant to this Agreement, the Clydesdale Custody Agreement,
the Sponsor Subsidiary Collateral Agent Agreement, and the other Operative
Documents, and agree that (x) such delegation is reasonable and appropriate
under the circumstances and (y) the Clydesdale General Partner shall have no
responsibility or liability for errors and omissions of Wilmington Trust
Company, as Clydesdale Custodian or as Sponsor Subsidiary Collateral Agent, as
the case may be, in performing such responsibilities. The Clydesdale General
Partner has instructed the Clydesdale Custodian to make all payments to be made
on behalf of Clydesdale, including all payments in respect of any First Priority
Return, Second Priority Return, Third Priority Return, Additional Clydesdale
Class B Limited Partner Costs, Transaction Costs, Disposition Costs, and other
Clydesdale Expenses in accordance with the Clydesdale Custody Agreement.

                  4.12. Additional Clydesdale Class B Limited Partner Costs and
Transaction Costs. (a) The Clydesdale Class B Limited Partner may deliver to the
Clydesdale General Partner (on behalf of Clydesdale) written notice with
supporting documents therefor certifying in reasonable detail the nature of, and
if applicable, the method of computation of, any Additional Clydesdale Class B
Limited Partner Costs or Transaction Costs, calculated on an After-Tax Basis
with respect to the Clydesdale Class B Limited Partner. The Clydesdale Class B
Limited Partner shall specify whether such Additional Clydesdale Class B Limited
Partner Costs or Transaction Costs (as the case may be) will be recurring, and,
if known, the duration of such recurrence. Recurring amounts claimed shall be
paid on each specified recurrence without further notice by the Clydesdale Class
B Limited Partner. Such notice shall specify whether the Clydesdale Class B
Limited Partner requests the amount claimed to be paid on the immediately
following Payment Date (for which no less than 2 Business Days prior notice
shall be required) after the initial occurrence or after each specified
recurrence or, with respect to claims for amounts other than recurring amounts,
on a day other than a Payment Date (for which no less than 6 Business Days prior
notice shall be required); provided, however, that any Additional Clydesdale
Class B Limited Partner Costs or Transaction Costs arising by reason of the late
payment of the Advance under the Sponsor Subsidiary Credit Agreement shall each
be payable upon demand. The Clydesdale Class B Limited Partner shall notify the
Clydesdale General Partner if any such recurring cost ceases to be recurring (or
if the amount thereof decreases) promptly after becoming aware thereof and
agrees to refund any excess payment received in respect of such ceased or
reduced recurring costs.

                  (b) Upon receipt by Clydesdale of amounts claimed pursuant to
Section 4.12(a), the Clydesdale General Partner shall instruct the Clydesdale
Custodian to pay, on behalf



                                       26
<PAGE>


of Clydesdale, to the Clydesdale Class B Limited Partner or its designees all
such amounts so received.

                  4.13. Payment of Clydesdale Expenses. The Clydesdale General
Partner shall promptly cause Clydesdale to pay all Clydesdale Expenses when due;
provided, however, that the Clydesdale General Partner shall not be required to
cause Clydesdale to pay and Clydesdale shall not be required to pay any such
Clydesdale Expenses that are being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained in
accordance with GAAP, unless and until any Lien resulting therefrom attaches to
Clydesdale's property and becomes enforceable against its other creditors.

                  4.14. Notification of Changes to the Applicable Margin. The
Clydesdale General Partner, on behalf of Clydesdale, shall, at or prior to the
same time as Clydesdale is required to notify Noric Holdings of the Funding Rate
applicable to an Interest Period (or portion thereof) under Section 2.03(b) of
the Sponsor Subsidiary Credit Agreement, notify Noric Holdings of any adjustment
to the Applicable Margin for such Interest Period (or portion thereof). Any such
adjustment to the Applicable Margin shall be made only to the extent necessary
to ensure that the interest payable by the Sponsor Subsidiaries under the
Sponsor Subsidiary Credit Agreement for such Interest Period (or portion
thereof) is sufficient to pay the First Priority Return payable on the Payment
Date next succeeding the last day of such Interest Period (or portion thereof).

                                    SECTION 5

                               PARTNERSHIP CAPITAL

                  5.1. Capital Accounts. A Capital Account shall continue to be
maintained for each Clydesdale Partner in the books of Clydesdale. Upon the
making of the Capital Contributions pursuant to Section 5.2 on the Closing Date,
the Capital Account of the Clydesdale General Partner on the Closing Date was
$5,000,000, the Capital Account of the Clydesdale Class A Limited Partners on
the Closing Date was, in the case of Noric Holdings, $25,000,000, and, in the
case of Noric Holdings I, $25,000,000, and the Capital Account of the Clydesdale
Class B Limited Partner on the Closing Date was $250,000,000, in each case
reflecting the initial Capital Contribution of each such Clydesdale Partner to
Clydesdale. The Capital Account of each Clydesdale Partner shall be maintained
in accordance with the following provisions:

                  (a) To each Clydesdale Partner's Capital Account there shall
         be credited such Clydesdale Partner's Capital Contributions made
         pursuant to Section 5.2, 5.3 or 5.4 as the case may be, such Clydesdale
         Partner's Distributive share of Profits, any items in the nature of
         income or gain that are specially allocated to such Clydesdale Partner
         pursuant to this Agreement, and the amount of any Clydesdale
         liabilities paid, discharged or assumed (pursuant to an enforceable
         instrument of assumption and release) by such Clydesdale Partner or any
         Affiliate of such Clydesdale Partner or that are secured at the time of
         Distribution by Clydesdale Property Distributed to such Clydesdale
         Partner.

                  (b) To each Clydesdale Partner's Capital Account there shall
         be debited the amount of cash and the Gross Asset Value of any
         Clydesdale Property Distributed to such



                                       27
<PAGE>


         Clydesdale Partner pursuant to Section 7 (other than Guaranteed
         Payments) or Section 12, such Clydesdale Partner's Distributive share
         of Losses, any items in the nature of expenses or losses that are
         specially allocated to such Clydesdale Partner pursuant to Section 6
         and the amount of the liabilities of such Clydesdale Partner assumed by
         Clydesdale or that are secured by any property contributed by such
         Clydesdale Partner to Clydesdale.

                  (c) In the event all or any portion of any Clydesdale
         Partnership Interest is Transferred in accordance with the terms of
         this Agreement, the transferee shall succeed to the Capital Account of
         the transferor to the extent it relates to the Transferred Clydesdale
         Partnership Interest.

                  (d) In determining the amount of any liability for the
         purposes of clauses (a) and (b), there shall be taken into account Code
         Section 752(c) and any other applicable provisions of the Code and
         Regulations.

                  (e) Any Guaranteed Payment made by Clydesdale shall be treated
         as a guaranteed payment pursuant to Code Section 707(c) and, as such,
         shall be considered an expense of Clydesdale for income tax and Capital
         Account purposes and shall not be considered a Distribution for the
         purposes of this Agreement or the Act, including in maintaining the
         Capital Account of such Clydesdale Partner.

The Clydesdale General Partner shall maintain the Clydesdale Partners' Capital
Accounts in accordance with this Agreement. However, in the event any Clydesdale
Partner disputes in an appropriate judicial proceeding the determination of its
Capital Account, an independent de novo determination of the Clydesdale
Partners' Capital Accounts shall be made.

                  5.2. Closing Date and Other Contributions by the Clydesdale
Partners. On the Closing Date:

                  (a) the Clydesdale General Partner made a Capital Contribution
         to Clydesdale of $5,000,000 in cash; and

                  (b) Noric Holdings made a Capital Contribution to Clydesdale
         of $25,000,000 in cash; and

                  (c) Noric Holdings I made a Capital Contribution to Clydesdale
         of $25,000,000 in cash; and

                  (d) the Clydesdale Class B Limited Partner made a Capital
         Contribution to Clydesdale of $250,000,000 in cash.

                  5.3. Mandatory Capital Contributions. (a) Deficiency
Contributions. In the event Clydesdale is required to make any payment (without
duplication) (i) in respect of Clydesdale Expenses (including Clydesdale
Expenses that comprise Additional Clydesdale Class B Limited Partner Costs,
Transaction Costs, and/or Disposition Costs) (subject to the proviso to Section
4.13 hereof), (ii) pursuant to Section 13 or (iii) by way of a capital
contribution in respect of Clydesdale's Noric Class B Membership Interest, the
Clydesdale General Partner and



                                       28
<PAGE>


each Clydesdale Class A Limited Partner shall each make additional Capital
Contributions to Clydesdale in the aggregate in an amount equal to such required
payment. The obligation to make such additional Capital Contributions shall be a
joint and several obligation of each Clydesdale Class A Limited Partner and the
Clydesdale General Partner. Such Capital Contributions shall be made in
immediately available funds to the Clydesdale Operating Account so that
Clydesdale may make such payment when such payment is due. The Clydesdale
General Partner shall instruct the Clydesdale Custodian to make such payment
when such payment is due.

                  (b) Exclusivity. Except as provided in Section 5.2 and Section
5.4 and as provided by Section 17-607 of the Act, the Clydesdale Class B Limited
Partner shall have no obligation of any kind to make Capital Contributions to or
assume or pay liabilities of Clydesdale. The Clydesdale General Partner and each
Clydesdale Class A Limited Partner may make Capital Contributions of cash to
Clydesdale at any time.

                  5.4. Additional Capital Contributions. (a) The Clydesdale
General Partner, on behalf of Clydesdale, may, from time to time, deliver a
notice to the Clydesdale Class B Limited Partner requesting the Clydesdale Class
B Limited Partner to make additional Capital Contributions to Clydesdale.

                  (b) Such notice shall:

                  (i) state the proposed Capital Contribution Date for the
         making of the additional Capital Contribution, which shall be a date at
         least 45 days after the date of such notice (unless waived by the
         Clydesdale Class B Limited Partner in writing);

                  (ii) state the requested amount of such Capital Contribution,
         which shall not be less than $25,000,000 and, if higher, shall be an
         integral multiple of $5,000,000; and

                  (iii) confirm that:

                           (A) the representations and warranties of any El Paso
                  Party made in any Operative Document are and will be correct
                  in all material respects on and as of the date of such notice
                  and the requested Capital Contribution Date, before and after
                  giving effect to such additional Capital Contribution and to
                  the application of the proceeds therefrom, as though made on
                  and as of each such date (except to the extent that such
                  representations and warranties relate solely to an earlier
                  date, in which case such representations and warranties shall
                  have been true and correct in all material respects on and as
                  of such earlier date); and

                           (B) no Liquidating event, Termination Event, Notice
                  Event, Event of Default or Incipient Event shall have occurred
                  and be continuing before or after giving effect to such
                  additional Capital Contribution.

                  (c) The Clydesdale Class B Limited Partner may in its sole
         discretion agree or not agree to make such additional Capital
         Contributions.


                                       29
<PAGE>


                  5.5. Clydesdale Custodian Notification. If any Clydesdale
Partner makes a Capital Contribution to Clydesdale (except pursuant to Section
5.2), the Clydesdale General Partner shall notify the Clydesdale Custodian of
the provision, if any, of this Agreement pursuant to which such Capital
Contribution is made or the reason such Capital Contribution is made.

                  5.6. No Withdrawal of Capital. Except as otherwise provided in
this Agreement, no Clydesdale Partner shall demand or receive a return of its
Capital Contributions. Under circumstances requiring a return of any Capital
Contributions, no Clydesdale Partner shall have the right to receive property
other than cash except as may be specifically provided in this Agreement.

                  5.7. No Return on Capital. No Clydesdale Partner shall receive
any yield or return with respect to its Capital Contributions on its Capital
Account, except as otherwise provided in this Agreement.

                  5.8. Cash Capital Contributions. No Clydesdale Partner shall
make any Capital Contribution hereunder otherwise than in cash.

                                    SECTION 6

                                   ALLOCATIONS

                  6.1. Allocations Generally. For the purposes of maintaining
the Capital Accounts, Profits or Losses, or items thereof (and for U.S. federal,
state and local income tax purposes the corresponding items of income, gain,
loss, deduction and credit) for each Fiscal Year shall be allocated as provided
in this Section 6.

                  6.2. Profits. After giving effect to the special allocations
set forth in Section 6.4; all Profits for any Fiscal Year shall be allocated in
the following amounts and order of priority:

                  (a) First, 100% to the Clydesdale General Partner until the
cumulative amount of Profits allocated pursuant to this Section 6.2(a) for the
current and all prior Fiscal Years equals the cumulative amount of Losses
allocated to the Clydesdale General Partner pursuant to Section 6.3(e) for all
prior Fiscal Years;

                  (b) Second, 100% to the Clydesdale Class B Limited Partner
until the cumulative amount of Profits allocated pursuant to this Section 6.2(b)
for the current and all prior Fiscal Years equals the cumulative amount of
Losses allocated to the Clydesdale Class B Limited Partner pursuant to Section
6.3(d) for all prior Fiscal Years;

                  (c) Third, 95% to the Clydesdale Class A Limited Partners and
to the Clydesdale General Partner (among them pro-rata based on their respective
allocations of Losses for prior Fiscal Years pursuant to Section 6.3(c)) and 5%
to the Clydesdale Class B Limited Partner until the cumulative amount of Profits
allocated pursuant to this Section 6.2(c) for the current and all prior Fiscal
Years equals the cumulative amount of Losses allocated to the Clydesdale Class A
Limited Partners, the Clydesdale General Partner and the Clydesdale Class B
Limited Partner, respectively, pursuant to Section 6.3(c) for all prior Fiscal
Years;



                                       30
<PAGE>


                  (d) Fourth, 100% to the Clydesdale Class A Limited Partners
and to the Clydesdale General Partner (among them pro-rata based on their
respective allocations of Losses for prior Fiscal Years pursuant to Section
6.3(c)) until the cumulative amount of Profits allocated pursuant to this
Section 6.2(d) for the current and all prior Fiscal Years equals the cumulative
amount of Losses allocated to the Clydesdale Class A Limited Partners and the
Clydesdale General Partner pursuant to Section 6.3(c) for all prior Fiscal
Years;

                  (e) Fifth, 100% to the Clydesdale Class A Limited Partners
(among them pro-rata based on their respective amounts of Unrecovered Capital)
to the extent of the excess, if any, of: (i) the aggregate accrued Second
Priority Return for the current and all prior Fiscal Years, over (ii) the
cumulative amount of Profits allocated pursuant to this Section 6.2 (e) for all
prior Fiscal Years;

                  (f) Sixth, 100% to the Clydesdale General Partner to the
extent of the excess, if any, of: (i) the aggregate accrued Third Priority
Return for the current and all prior Fiscal Years, over (ii) the cumulative
amount of Profits allocated pursuant to this Section 6.2(f) for all prior Fiscal
Years; and

                  (g) Seventh, all remaining Profits, 98% to the Clydesdale
Class A Limited Partners (among them pro-rata based on their respective amounts
of Unrecovered Capital), 1% to the Clydesdale Class B Limited Partner and 1% to
the Clydesdale General Partner.

                  6.3. Losses. After giving effect to the Special allocations
set forth in Section 6.4, all Losses for any Fiscal Year shall be allocated in
the following amounts and order of priority.

                  (a) First, 98% to the Clydesdale Class A Limited Partners
(among them pro-rata based on their respective amounts of Unrecovered Capital),
1% to the Clydesdale Class B Limited Partner and 1% to the Clydesdale General
Partner, until the cumulative amount of Losses allocated pursuant to this
Section 6.3(a) for the current and all prior Fiscal Years equals the cumulative
amount of Profits allocated to the Clydesdale Class A Limited Partners, the
Clydesdale Class B Limited Partner and the Clydesdale General Partner,
respectively, pursuant to Section 6.2(g) for all prior Fiscal Years;

                  (b) Second, 100% to the Clydesdale Class A Limited Partners
and the Clydesdale General Partner (among them pro-rata based on their
respective amounts of Unrecovered Capital) until the excess, if any, of : (i)
the aggregate amount of Losses allocated pursuant to this Section 6.3(b) for the
current and all prior Fiscal Years, over (ii) the aggregate amount of Profits
allocated to the Clydesdale Class A Limited Partners and the Clydesdale General
Partner pursuant to Section 6.2(d) for all prior Fiscal Years equals the sum of
$30 million plus the aggregate amount, if any, by which Clydesdale's adjusted
basis (for Federal income tax purposes) in the Noric Class B Membership Interest
has increased above $25 million;

                  (c) Third, 95% to the Clydesdale Class A Limited Partners and
the Clydesdale General Partner (among them pro-rata based on their respective
amounts of Unrecovered Capital) and 5% to the Clydesdale Class B Limited Partner
until the Capital Account balances of



                                       31
<PAGE>


each Clydesdale Class A Limited Partner and the Clydesdale General Partner are
reduced to (but not below) zero;

                  (d) Fourth, 100% to the Clydesdale Class B Limited Partner
until the Capital Account balance of the Clydesdale Class B Limited Partner is
reduced to (but not below) zero; and

                  (e) Fifth, all remaining Losses to the Clydesdale General
Partner.

                  (f) Sixth, Losses allocated pursuant to Section 6.3(a) though
(e) above to the Clydesdale Class B Limited Partner shall not exceed the maximum
amount of Losses that can be so allocated without causing such Partner to have
an Adjusted Capital Account Deficit at the end of any Fiscal Year. Any Losses in
excess of the limitation set forth in this Section 6.3(f) shall be specially
allocated to the other Partners. Notwithstanding Section 6.2, Profits shall be
allocated first, to the extent of and in the reverse order of any prior Losses
specially allocated to a Partner pursuant to this Section 6.3(f) and,
thereafter, in accordance with Section 6.2, above.

                  6.4. Special Allocations. (a) First Priority Return. Gross
Income shall be allocated in each Fiscal Year to the Clydesdale Class B Limited
Partner in an amount equal to the excess, if any, of: (i) the aggregate amount
of the First Priority Return accrued in respect of the current and all prior
Fiscal Years, over (ii) the aggregate amount of Gross Income allocated to the
Clydesdale Class B Limited Partner pursuant to this Section 6.4(a) for all prior
Fiscal Years.

                  (b) Clydesdale Expenses. All items of loss or deduction
attributable to any Clydesdale Expenses or to any payments required to be made
by Clydesdale pursuant to Section 13 hereof (including any items of loss or
deduction attributable to any such Clydesdale Expenses or payments required to
be made under Section 13 hereof that were previously capitalized), shall be
allocated to the Clydesdale General Partner and to the Clydesdale Class A
Limited Partners (among them pro-rata based on their respective Capital
Contributions made pursuant to Sections 5.2 and 5.3 hereof).

                  (c) Adjusted Capital Account Deficit. In the event the
Clydesdale Class B Limited Partner unexpectedly receives any adjustments,
allocations, or distributions described in Treasury Regulations Section
1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5), or Section
1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially
allocated to such Clydesdale Partner in an amount and manner sufficient to
eliminate, to the extent required by the Treasury regulations, the Adjusted
Capital Account Deficit of such Clydesdale Partner as quickly as possible,
provided that an allocation pursuant to this Section 6.4(c) shall be made only
if and to the extent that such Clydesdale Partner would have an Adjusted Capital
Account Deficit after all other allocations provided for in this Article 6 have
been tentatively made as if this Section 6(c) were not in the Clydesdale
Partnership Agreement.

                  6.5. Timing of Allocations. All allocations of Profits, Losses
or Gross Income and any other items that may be specially allocated, in each
case pursuant to this Section 6, shall be allocated to the Clydesdale Partners
by the Clydesdale General Partner as of:



                                       32
<PAGE>


                  (a) the last day of each Fiscal Year (taking into account,
where necessary to determine any Clydesdale Partner's Capital Account balance or
Unrecovered Capital, the amount of any Distribution required to be paid in the
January next following such Fiscal Year as though such Distribution was to be
paid on the last day of such Fiscal Year).

                  (b) the date on which any Mark-to-Market Event occurs,
provided, however, that if such date is not the last day of a Fiscal Year then
for all purposes under this Section 6: (i) the Fiscal Year that includes such
date shall be deemed to end on such date, and (ii) a new Fiscal Year shall be
deemed to begin on the day immediately following such date and to end on the day
that the existing Fiscal Year would have ended but for the operation of this
Section 6.5(b).

                  6.6. Other Allocation Rules. The Clydesdale Partners agree to
be bound by this Section 6 in reporting their shares of Clydesdale income, gain,
loss and deduction for Federal, state and local income tax purposes, except to
the extent otherwise required by law. Notwithstanding any requirements of law,
the Clydesdale Partners agree, for purposes of maintaining their Capital
Accounts, to be bound by the allocations contained in this Section 6,
notwithstanding any allocations for income tax purposes.

                                    SECTION 7

                     PAYMENTS, DISTRIBUTIONS AND RETIREMENTS

                  7.1. Payments and Distributions -- Clydesdale Class B Limited
Partner. Clydesdale shall make the following Distributions and payments to the
Clydesdale Class B Limited Partner at the following times:

                  (a) On the Payment Date next succeeding the last day of each
         Payment Period, a Distribution in an amount equal to the First Priority
         Return for such Payment Period.

                  (b) On the date of any Distribution to the Clydesdale Class B
         Limited Partner pursuant to Section 7.3 (including a Distribution
         pursuant to Section 7.3 as described in Section 7.9) or Section 12, if
         such date of payment is not a Payment Date, an amount equal to the sum
         of (i) all accrued and unpaid First Priority Returns to such date on
         the amount of the Clydesdale Class B Limited Partner's Unrecovered
         Capital so distributed and (ii) all accrued and unpaid Additional
         Clydesdale Class B Limited Partner Costs and Transaction Costs that are
         then payable pursuant to Section 4.12(a).

                  (c) On each Payment Date or other date specified in a notice
         referred to in Section 4.12(a), all accrued and unpaid Additional
         Clydesdale Class B Limited Partner Costs and Transaction Costs then
         payable pursuant to Section 4.12(a).

                  (d) At the times specified in Section 13, all indemnities
         owing under Section 13.

                  7.2. Distributions to Other Partners. Except as otherwise
provided in Section 12, after making any payments pursuant to Section 7.1 and
Section 7.3 and paying all Clydesdale



                                       33
<PAGE>


Expenses, in each case then due and payable, remaining cash shall be Distributed
by Clydesdale on the Payment Date next succeeding the last day of each Payment
Period as follows:

                  (1) First, to each Clydesdale Class A Limited Partner in an
         amount not exceeding the Second Priority Return for that Clydesdale
         Class A Limited Partner for such Payment Period; and

                  (2) Second, to the Clydesdale General Partner in an amount not
         exceeding the Third Priority Return for such Payment Period.

                  7.3. Mandatory Retirement of the Class B Partnership Interest.
Clydesdale shall Distribute to the Clydesdale Class B Limited Partner,
immediately upon the receipt of any payments or prepayments of the principal
amount of any Advance (whether at scheduled maturity, on prepayment,
acceleration, setoff or otherwise) or the proceeds of the sale of any Advance
(or any interest therein) 100% of the principal amount of such payment or
prepayment, until the Capital Account of the Clydesdale Class B Limited Partner
is reduced to zero.

                  7.4. Admission and Withdrawal of the Clydesdale Class B
Limited Partner. If any retirement or liquidating distribution would (other than
pursuant to Section 7.3) result in the Capital Account of the Clydesdale Class B
Limited Partner being reduced to zero, or if El Paso or its designee purchases
in full the Clydesdale Class B Limited Partnership Interest pursuant to an
exercise of the Purchase Option, upon such retirement or purchase and the
payment in full of all amounts due and owing to the Clydesdale Class B Limited
Partner by El Paso, its designee or Clydesdale or any Affiliate thereof the
Clydesdale General Partner shall cause the following to occur in the following
order: first, the Clydesdale General Partner shall admit a Person selected by
the Clydesdale General Partner to be the Clydesdale Class B Limited Partner and
second, Mustang shall be deemed to withdraw as the Clydesdale Class B Limited
Partner. Such admission shall not affect the allocations, distributions or the
rights of the withdrawing Clydesdale Class B Limited Partner through the date of
such withdrawal. Following such admission, Mustang shall be deemed to have
withdrawn from Clydesdale.

                  7.5. Making of Payments, Etc. All payments to the Clydesdale
Partners pursuant to any provision of this Agreement shall be made in
immediately available funds no later than 12:00 noon (New York City time) on the
day of such payment, and, at the time of the making of any such payment, the
Clydesdale General Partner shall provide (or shall cause the Clydesdale
Custodian to provide) to each Clydesdale Class A Limited Partner, the Clydesdale
Class B Limited Partner and the Administrator a notice identifying the nature of
such payment, the Section or Sections of this Agreement pursuant to which it is
being made and the amount being distributed or paid pursuant to each such
Section. The Clydesdale General Partner or, after the Liquidation Start Date,
the Clydesdale Liquidator, shall notify the Clydesdale Custodian of the amount
of each such payment hereunder, the calculation thereof, in reasonable detail,
and the Section of this Agreement pursuant to which such payment is to be made
no later than 12:00 noon (Wilmington, Delaware time) on the second Business Day
prior to any such payment pursuant to Section 7.1(a) and to the extent
practicable with respect to each other payment under Sections 7.1, 7.2 and 7.3.



                                       34
<PAGE>


                  7.6. Payment Reports. Clydesdale shall prepare and furnish to
each Clydesdale Partner not later than 45 days after the date on which any
payment to a Clydesdale Partner is made after the Liquidation Start Date that
reduces a Clydesdale Partner's Capital Account to zero or less:

                  (a) a Mark-to-Market Schedule as of immediately prior to the
         making of such payment;

                  (b) a statement of the Clydesdale Partners' Capital Accounts
         and the Unrecovered Capital of the Clydesdale Class B Limited Partner
         as of immediately prior to the making of such payment; and

                  (c) a certificate of the Clydesdale General Partner that such
         statements have been prepared in accordance with this Agreement.

                  7.7. Determination of the Preferred Rate and Priority Returns.
(a) Certain Notices. The Clydesdale Class B Limited Partner shall notify the
Clydesdale General Partner, on behalf of Clydesdale, (x) three Business Days
prior to the Payment Date for each Payment Period (in respect of any payments to
be made under Section 7.1(a), and (y) no later than 10:00 am (New York City
time) on the date of any payment under Section 7.1(b)(i) of the Preferred Rate
applicable to such Payment Period (or any portion thereof). The Preferred Rate
shall be determined by the Class B Limited Partner in accordance with the
Mustang Company Agreement.

                  (b) Computation. The First Priority Return, Second Priority
Return and Third Priority Return for any Payment Period (or portion thereof)
shall be computed by the Clydesdale General Partner or, if the Liquidation Start
Date has occurred, the Clydesdale Liquidator, based upon the information
provided by the Clydesdale Class B Limited Partner pursuant to clause (a) above,
and on the basis of a year having 360 days and for the actual days elapsed
(including the first day but excluding the last day) occurring in the related
Payment Period (or portion thereof). The Clydesdale General Partner or the
Clydesdale Liquidator, as the case may be, shall notify the Clydesdale Custodian
of the amount of such First Priority Return, Second Priority Return and Third
Priority Return on a timely basis consistent with the Clydesdale Custody
Agreement.

                  7.8. Distributions in Kind. Clydesdale may, and the Clydesdale
General Partner may cause Clydesdale to, Distribute Clydesdale Property (other
than the Advances, any rights under the Operative Documents or any proceeds
thereof, the Clydesdale Operating Account, any Permitted Investment or any cash
standing to the credit of the Clydesdale Operating Account) to the Clydesdale
Class A Limited Partners, provided, however, that any such Distribution may only
be made with the prior consent of the Clydesdale Class B Limited Partner.

                  7.9. Preferred Rate Reset and Remarketing of Clydesdale Class
B Limited Partnership Interest and Issuance of Replacement Securities. (a) One
hundred and eighty (180) days prior to each Specified Date, any Clydesdale Class
A Limited Partner or Clydesdale Class B Limited Partner may, by notice to each
other Clydesdale Partner, request negotiations (i) to reset the Preferred Rate
to be in effect after such Specified Date and (ii) to set a new Specified Date.


                                       35
<PAGE>


Each other Clydesdale Class A Limited Partner or Clydesdale Class B Limited
Partner, as the case may be, who decides, in its sole discretion, to enter into
any such negotiations will send written notice to such effect to each other
Clydesdale Partner. No Clydesdale Partner has any obligation to enter into any
such negotiations or, if such negotiations are entered into, to conduct them in
accordance with any good faith or other standard or otherwise than such
Clydesdale Partner wishes in its sole discretion.

                  (b) If all Clydesdale Partners do not agree on a reset of the
Preferred Rate and on a new Specified Date on or before the date that is 90 days
prior to the Specified Date then in effect, the Clydesdale General Partner
shall, on behalf of Clydesdale and at Clydesdale's expense, retain the
Remarketing Agent to remarket the Clydesdale Class B Limited Partnership
Interest or to market other equity securities of Clydesdale in one or more
series and of varying terms, as determined by the Clydesdale General Partner
(the "REPLACEMENT SECURITIES"). The Clydesdale General Partner, in consultation
with the Remarketing Agent, shall determine the marketing and placement strategy
with respect to the remarketing of the Clydesdale Class B Limited Partnership
Interest or such Replacement Securities. Such remarketing may include a public
or private placement of the Clydesdale Class B Limited Partnership Interest or
such Replacement Securities, at Clydesdale's cost. In the event Replacement
Securities are established and issued, this Clydesdale Partnership Agreement
shall be amended consistent with the rights, preferences and designations of
such Replacement Securities.

                  (c) The Clydesdale Class A Limited Partners and the Clydesdale
General Partner hereby agree to reset the First Priority Return and other
amounts payable to the Clydesdale Class B Limited Partner pursuant to Section
7.1 and the Specified Date and to modify such other terms and provisions
applicable to the Clydesdale Class B Limited Partnership Interest or to such
Replacement Securities such that the Remarketing Agent is able to sell the
Clydesdale Class B Limited Partnership Interest or such Replacement Securities
(or a combination thereof) as of the Specified Date for an aggregate amount (the
"REDEMPTION AMOUNT") of net proceeds equal to the Purchase Amount as of the
Specified Date. All proceeds of any such remarketing or sale of Replacement
Securities shall be applied as a Distribution pursuant to Section 7.3 until all
amounts payable thereunder in respect of the Clydesdale Class B Limited
Partnership Interest shall have been paid in full. Thereafter any remaining
proceeds and any other cash of Clydesdale may be advanced to the Sponsor
Subsidiaries in the discretion of the Clydesdale General Partner notwithstanding
Section 4.7.

                  (d) If the Remarketing Agent shall advise Clydesdale that
there are no terms at which the Clydesdale Class B Limited Partnership Interest
or such Replacement Securities may be sold for the Redemption Amount referred to
in clause (c) as of the Specified Date, or such sale is not completed and fully
funded on the Specified Date, such event shall constitute a "FAILED
REMARKETING". The Preferred Rate and the Specified Date in effect immediately
prior to any Failed Remarketing shall remain in effect until Clydesdale is
liquidated pursuant to Section 12.



                                       36
<PAGE>


                                    SECTION 8

                     ACCOUNTING; BOOKS AND RECORDS; REPORTS

                  8.1. Accounting; Books and Records. (a) Maintenance.
Clydesdale shall maintain at its principal place of business or, upon notice to
the Clydesdale Partners, at such other place within the United States as the
Clydesdale General Partner shall determine, separate books of account for
Clydesdale, which shall include a record of all costs and expenses incurred, all
charges made, all credits made and received, and all income derived in
connection with the conduct of Clydesdale and the operation of its business in
accordance with this Agreement.

                  (b) Accounting Methods. The accounts of Clydesdale shall be
prepared in accordance with GAAP.

                  (c) Access to Books, Records, Etc. Any Clydesdale Partner or
any agents or representatives of such Clydesdale Partner, at Clydesdale's
expense, may visit and inspect any of the properties of Clydesdale and examine
any financial and operating records and books of account of Clydesdale, and
discuss the affairs, finances and accounts of Clydesdale with the Clydesdale
General Partner and the officers of the Clydesdale General Partner, all at such
reasonable times (i.e., during normal business hours, at reasonable intervals
and upon reasonable notice) and, other than during the continuance of any
Incipient Event, Event of Default, Notice Event, Termination Event or
Liquidating Event, at such reasonable intervals as such Clydesdale Partner or
any agents or representatives of such Clydesdale Partner may reasonably request
for purposes related to this Agreement. In addition, any Clydesdale Partner may
discuss the affairs, finances and accounts of Clydesdale with the independent
accountants of Clydesdale at reasonable intervals and with the knowledge of the
Clydesdale General Partner where feasible and provided that the Clydesdale
General Partner will be given a reasonable opportunity to be present at any such
discussion; provided that the Clydesdale General Partner shall be deemed to have
been given a reasonable opportunity to be present at any such discussion if it
is given 2 Business Days' prior notice of such discussion. The rights granted to
a Clydesdale Partner pursuant to this Section 8.1(c) are expressly subject to
compliance by such Clydesdale Partner with the reasonable confidentiality
procedures and guidelines of Clydesdale, as such procedures and guidelines may
be established by the Clydesdale General Partner in its reasonable judgment from
time to time.

                  8.2. Tax Matters. (a) Company Reporting. All returns filed by
Clydesdale in respect of Federal, state and local income taxes shall be filed on
the basis that Clydesdale is a partnership for Federal, state and local income
tax purposes unless otherwise (i) required by Applicable Law or (ii) unanimously
agreed by all Clydesdale Partners. The Clydesdale Partners shall take all steps
pursuant to Applicable Law in order to achieve partnership classification for
Clydesdale for Federal, state and local income tax purposes and, in this
connection, the Clydesdale Class A Limited Partners and the Clydesdale Class B
Limited Partner will join in the making of any election requested in good faith
by the Clydesdale General Partner in furtherance of this objective; provided
that any such election could not reasonably be expected to reduce the amount or
change the timing, treatment, or character, of the receipts of any payments
expected to be received by a Clydesdale Class A Limited Partner or the
Clydesdale Class B Limited Partner, as applicable.



                                       37
<PAGE>


                  (b) Tax Matters Partner. The Clydesdale General Partner is
authorized, in the case of material elections with the consent of the Clydesdale
Class B Limited Partner, not to be unreasonably withheld, to make any and all
elections for Federal, state, and local tax purposes. The Clydesdale General
Partner is authorized, to the extent provided in Code Sections 6221 through
6231, to represent Clydesdale and the Clydesdale Partners before taxing
authorities or courts of competent jurisdiction in tax matters affecting
Clydesdale or the Clydesdale Partners in their capacities as Clydesdale
Partners, and to file any tax returns and execute any agreements or other
documents relating to or affecting such tax matters, including agreements or
other documents that bind the Clydesdale Partners with respect to such tax
matters or otherwise affect the rights of Clydesdale and the Clydesdale
Partners. The Clydesdale General Partner is specifically authorized to act as
the "Tax Matters Partner" under the Code and in any similar capacity under
Applicable Law. Notwithstanding the generality of the foregoing, the Tax Matters
Partner shall make regular and current reports to the Clydesdale Class B Limited
Partner on the status of all representations of Clydesdale and the Clydesdale
Partners before taxing authorities and courts of competent jurisdiction. The Tax
Matters Partner shall provide to the Clydesdale Class B Limited Partner copies
of all material notices, correspondence and other written materials received
from or sent to the taxing authorities of Clydesdale. Furthermore,
notwithstanding the foregoing, without the prior written consent of the
Clydesdale Class B Limited Partner (which consent shall not be unreasonably
withheld), the Tax Matters Partner may not enter into any agreements or
documents that would affect the amount, timing, treatment or character of any
items of income, gain, loss, deduction or credit allocated or to be allocated
to, or otherwise realized or to be realized by the Clydesdale Class B Limited
Partner or that may result in any increased liability of the Clydesdale Class B
Limited Partner for any past, current or future Fiscal Year.

                  (c) Tax Information. Necessary tax information shall be
delivered to each Clydesdale Partner as soon as practicable after the end of
each Fiscal Year of Clydesdale but not later than 150 days after the end of each
such Fiscal Year. The Clydesdale General Partner shall prepare and file tax
returns for Clydesdale in accordance with the Code and the Regulations.

                  (d) Partnership Treatment. Clydesdale and each of the
Clydesdale Partners will treat Clydesdale and every Clydesdale Partnership
Interest as a partnership and as partnership interests, respectively, for all
Federal, state and local income tax purposes, except as otherwise required by
Applicable Law and by a final judicial or administrative determination or as may
be unanimously agreed in writing by all Clydesdale Partners.

                                    SECTION 9

              REPORTS AND INFORMATION; CLYDESDALE OPERATING ACCOUNT

                  9.1. Information. Clydesdale shall furnish or cause to be
furnished to each Clydesdale Partner, (i) such information as El Paso is
required to provide on behalf of Clydesdale pursuant to Section 5.4 of the El
Paso Agreement (to the extent not timely provided by El Paso), and (ii) promptly
following any such request, such other information as is reasonably requested by
any Clydesdale Partner.



                                       38
<PAGE>


                  9.2. Notices. Clydesdale shall provide to each Clydesdale
Partner (other than any Clydesdale Partner furnishing any such information to
Clydesdale), promptly after receipt by Clydesdale, copies of any material
report, statement, notice, certificate, instrument or other information
furnished to Clydesdale under or with respect to the Permitted Assets (including
any Redetermination Notice, Reserve Report, draft E&P Borrowing Base Report,
final E&P Borrowing Base Report, and the comments of Noric Holdings (if any) on
any draft E&P Borrowing Base Report, in each case, furnished pursuant to Section
2.09 of the Sponsor Subsidiary Credit Agreement and any request by Noric
Holdings to increase the Aggregate Energy Investment Loan Value Amount pursuant
to Section 2.11 of the Sponsor Subsidiary Credit Agreement.

                  9.3. Clydesdale Operating Account. Clydesdale shall maintain
the Clydesdale Operating Account with the Clydesdale Custodian. All amounts
received by Clydesdale on any account whatsoever (including, without limitation,
in respect of Clydesdale's Noric Class B Member Interest and in respect of the
Sponsor Subsidiary Credit Documents) shall be deposited into the Clydesdale
Operating Account.

                                   SECTION 10

                       TRANSFERS OF PARTNERSHIP INTERESTS

                  10.1. Restriction on Transfers. Except as otherwise permitted
by this Agreement or in writing by the Clydesdale General Partner and the
Clydesdale Class B Limited Partner, or under the pledges described in Section 1
of the Sponsor Subsidiary Security Agreement or upon the exercise by El Paso of
the Purchase Option, no Clydesdale Partner shall Transfer all or any portion of
its Clydesdale Partnership Interest; provided, however, that the Clydesdale
Class A Limited Partnership Interests may be pledged solely in connection with
the Sponsor Subsidiary Credit Documents, and any foreclosure thereon and
Transfer thereof pursuant to such Sponsor Subsidiary Credit Documents shall be
permitted hereunder without regard to Section 10.3 hereof and shall be deemed to
satisfy Section 10.6 hereof.

                  10.2. Permitted Transfer -- Clydesdale Class B Limited
Partner. Subject to the conditions and restrictions set forth in Section 10.3,
all or any portion of the Clydesdale Class B Limited Partnership Interest may be
Transferred to any Person; provided that (a) any Transfer by the Clydesdale
Class B Limited Partner must be consented to by the Clydesdale General Partner
(such consent not to be unreasonably withheld) and (b) in no event shall the
total number of Clydesdale Class B Limited Partners exceed one except as
otherwise provided in Section 7.4.

                  10.3. Conditions to Permitted Transfers. No Transfer shall be
treated as a Permitted Transfer under Section 10.2 unless and until the
following conditions are satisfied:

                  (a) Documentation. The transferor and transferee shall execute
         and deliver to Clydesdale such documents and instruments of conveyance
         as may be necessary or appropriate in the opinion of counsel to
         Clydesdale to effect such Transfer and to confirm the agreement of the
         transferee to be bound by the provisions of this Agreement.



                                       39
<PAGE>


                  (b) Tax Information. The transferor and transferee shall
         furnish Clydesdale with the transferee's taxpayer identification
         number, sufficient information to determine the transferee's initial
         tax basis in the Transferred Clydesdale Class B Limited Partnership
         Interests, the amount realized by the transferor in respect of the
         transfer, and any other information reasonably necessary to permit
         Clydesdale to file all required Federal and state tax returns and other
         legally required information statements or returns. Without limiting
         the generality of the foregoing, Clydesdale shall not be required to
         make any Distribution otherwise provided for in this Agreement with
         respect to any Transferred Clydesdale Class B Limited Partnership
         Interests until it has received such information.

                  (c) Expenses. Unless the requirements of this paragraph have
         been waived by the Required Clydesdale Partners, Clydesdale shall be
         reimbursed by the transferor and/or transferee for all Clydesdale
         Expenses that it reasonably incurs in connection with such Transfer.

                  (d) Securities Law Opinion. Such Transfer will be exempt from
         all applicable registration requirements, including the requirements
         under the Securities Act, and any applicable state securities law, and
         will not violate any Applicable Laws regulating the Transfer of
         securities, and, except in the case of a Transfer of Clydesdale Class B
         Limited Partnership Interests to another Clydesdale Partner or to a
         Wholly Owned Affiliate of the transferor or of any other Clydesdale
         Partner or, unless waived by the Required Clydesdale Partners, the
         transferor shall provide an opinion of counsel to such effect. Such
         counsel and opinion shall be reasonably satisfactory to the Required
         Clydesdale Partners.

                  (e) Investment Company Act Opinion. Such Transfer will not
         cause Clydesdale to be deemed to be an "investment company" under the
         Investment Company Act, and the transferor shall provide an opinion of
         counsel to such effect, unless waived by the Required Clydesdale
         Partners. Such counsel and opinion shall be reasonably satisfactory to
         the Required Clydesdale Partners, and the Clydesdale Partners shall
         provide to such counsel any information available to the Clydesdale
         Partners, as the case may be, and relevant to such opinion.

                  (f) Certificates. Unless waived by the Required Clydesdale
         Partners, the transferor of the Clydesdale Class B Limited Partnership
         Interest shall execute a Transferor Certificate and the transferee of
         the Clydesdale Class B Limited Partnership Interest shall execute a
         Transferee Certificate.

                  (g) Partnership Status. The Transfer will not jeopardize
         Clydesdale's status as a partnership for Federal income tax purposes
         and the transferee is not a tax-exempt entity as described in Section
         168(h)(2) or Section 501(a) of the Code. The transferor shall provide
         an opinion of counsel in respect of the foregoing, which opinion and
         counsel shall be reasonably satisfactory to each non-transferring
         Clydesdale Partner.

                  10.4. Prohibited Transfers. (a) Except as provided in Sections
10.1 and 10.2 or otherwise agreed in writing by the Clydesdale General Partner
and the Clydesdale Class B



                                       40
<PAGE>


Limited Partner, any purported Transfer of a Clydesdale Partnership Interest
that is not a Permitted Transfer shall be null and void and of no effect
whatsoever; provided that, if Clydesdale is required to recognize a Transfer
that is not a Permitted Transfer, the interest Transferred shall be strictly
limited to the transferor's rights to allocations and Distributions as provided
by this Agreement with respect to the Transferred Clydesdale Partnership
Interest, which allocations and Distributions may be applied (without limiting
any other legal or equitable rights of Clydesdale) to satisfy any debts,
obligations, or liabilities for damages that the transferor or transferee of
such Clydesdale Partnership Interest may have to Clydesdale.

                  (b) In the case of a Transfer or attempted Transfer of a
Clydesdale Partnership Interest that is not a Permitted Transfer, the parties
engaging or attempting to engage in such Transfer shall indemnify and hold
harmless Clydesdale and the other Clydesdale Partners from all cost, liability,
and damage that any of such indemnified Persons may incur (including incremental
tax liability and attorneys' fees and expenses) as a result of such Transfer or
attempted Transfer and efforts to enforce the indemnity granted hereby.

                  10.5. Rights of Unadmitted Transferees. (a) In General. A
Person who acquires a Clydesdale General Partnership Interest or a Clydesdale
Class A Limited Partnership Interest in contravention of Section 10.1 or a
Person who acquires a Clydesdale Class B Limited Partnership Interest but who is
not admitted as a substituted Clydesdale Class B Limited Partner pursuant to
Section 10.6 shall be entitled only to allocations and Distributions with
respect to such acquired Clydesdale Partnership Interest in accordance with this
Agreement, but shall have no right to any information or accounting of the
affairs of Clydesdale, shall not be entitled to inspect the books or records of
Clydesdale, and shall not have any of the rights of a Clydesdale Partner under
the Act or this Agreement.

                  (b) Clydesdale Partners. Following a Transfer to a transferee
who acquires any Clydesdale Partnership Interest from a Clydesdale Partner under
this Agreement but who is not admitted as a Clydesdale Partner, the transferor
shall not cease to be a Clydesdale Partner and shall continue to be a Clydesdale
Partner until immediately after the time, if any, the transferee is admitted as
a Clydesdale Partner under this Agreement.

                  10.6. Admission as Substituted Clydesdale Partners. A
transferee of a Clydesdale Partnership Interest shall, subject to the other
provisions of this Section 10, be admitted to Clydesdale as a substituted
Clydesdale Partner only upon satisfaction of the further conditions set forth
below:

                  (i) In the case of a transfer of the Clydesdale Class B
         Limited Partnership Interest, the Clydesdale General Partner shall
         consent to such admission, which consent may not unreasonably be
         withheld or delayed;

                  (ii) The Clydesdale Partnership Interest was acquired by means
         of a Permitted Transfer;

                  (iii) The transferee becomes a party to this Agreement as a
         Clydesdale Partner and executes such documents and instruments as the
         Clydesdale Partners consenting to such admission may reasonably request
         as may be necessary or appropriate to confirm



                                       41
<PAGE>


         such transferee as a Clydesdale Partner, including such transferee's
         agreement to be bound by the terms and conditions of this Agreement;

                  (iv) Unless the requirements of this Section 10.6(iv) have
         been waived by the Clydesdale Partners consenting to such admission,
         the transferee pays or reimburses Clydesdale for all reasonable legal,
         filing, publication and other costs that Clydesdale incurs in
         connection with the admission of the transferee as a Clydesdale Partner
         with respect to the Transferred Clydesdale Partnership Interest; and

                  (v) Unless the requirements of this Section 10.6(v) have been
         waived by the Clydesdale Partners consenting to such admission, if the
         transferee is a partnership, limited partnership, limited liability
         company or corporation, such transferee provides Clydesdale with
         evidence satisfactory to counsel for Clydesdale that such transferee
         has made representations and warranties substantially the same as those
         set forth in Sections 2.15(c) and (d) as of the date of the Transfer.

                  10.7. Distributions with Respect to Transferred Clydesdale
Partnership Interests. Except as otherwise provided in Section 7.2, if any
Clydesdale Partnership Interest is Transferred in compliance with the provisions
of this Section 10, all Distributions on or before the date of such Permitted
Transfer shall be made to the transferor, and all Distributions thereafter shall
be made to the transferee. Solely for purposes of making such Distributions,
Clydesdale shall recognize such Permitted Transfer not later than the end of the
calendar month during which it is given notice of such Permitted Transfer;
provided, however, that if Clydesdale is given notice of a Permitted Transfer at
least fourteen (14) days prior to the Permitted Transfer, Clydesdale shall
recognize such Permitted Transfer as of the date of such Permitted Transfer, and
provided further that if Clydesdale does not receive a notice stating the date
such Clydesdale Partnership Interest was Transferred and such other information
as the Clydesdale General Partner may reasonably require within 30 days after
the end of the Fiscal Quarter during which the Permitted Transfer occurs, all
Distributions shall be made to the Person who, according to the books and
records of Clydesdale, on the last day of the Fiscal Quarter during which the
Permitted Transfer occurs, was the record owner of the Clydesdale Partnership
Interest. Neither Clydesdale nor any Clydesdale Partner shall incur any
liability for making Distributions in accordance with the provisions of this
Section 10.7, whether or not the Clydesdale General Partner or Clydesdale has
knowledge of any Transfer of ownership of the Clydesdale Partnership Interest.

                                   SECTION 11

                                POWER OF ATTORNEY

                  11.1. Attorney-in-Fact. Each Clydesdale Partner hereby makes,
constitutes, and appoints the Clydesdale General Partner and, effective as of
the Liquidation Start Date, the Clydesdale Liquidator, severally, with full
power of substitution and resubstitution, its true and lawful attorney-in-fact
for it and in its name, place, and stead and for its use and benefit, to sign,
execute, certify, acknowledge, swear to, file, publish and record:

                  (a) all certificates of Clydesdale, amended name or similar
         certificates, and other certificates and instruments (including
         counterparts of this Agreement in the form



                                       42
<PAGE>


         identical to the original counterpart thereof manually executed by such
         Clydesdale Partner (as amended, restated or modified in accordance with
         clause (b) below)) that the Clydesdale General Partner or Clydesdale
         Liquidator may deem necessary to be filed by Clydesdale under the laws
         of the State of Delaware or any other state or jurisdiction in which
         Clydesdale is doing or intends to do business approved by the
         Clydesdale Partners;

                  (b) any and all amendments, restatements or modifications to
         this Agreement and the instruments described in clause (a), as now or
         hereafter amended, which the Clydesdale General Partner or the
         Clydesdale Liquidator may deem necessary to effect a change or
         modification of Clydesdale in the form approved by the Clydesdale
         Partners in accordance with the terms of this Agreement, including
         amendments, restatements or modifications to reflect (i) the exercise
         by any Clydesdale Partner of any power granted to it under this
         Agreement, (ii) any amendments adopted by the Clydesdale Partners in
         accordance with the terms of this Agreement, (iii) the admission of any
         substituted Clydesdale Partner and (iv) the disposition by any
         Clydesdale Partner of its Clydesdale Partnership Interest;

                  (c) all certificates of cancellation and other instruments
         that the Clydesdale General Partner or Clydesdale Liquidator deems
         necessary or appropriate to effect the dissolution and termination of
         Clydesdale pursuant to the terms of this Agreement; and

                  (d) any other instrument that is now or may hereafter be
         required by Applicable Law to be filed on behalf of Clydesdale or is
         deemed necessary by the Clydesdale General Partner or Clydesdale
         Liquidator to carry out fully the provisions of this Agreement in
         accordance with its terms,

provided that nothing in this Section 11 shall authorize or be deemed to
authorize any such attorney-in-fact to take any action for or in the name, place
or stead of any Clydesdale Partner, or otherwise referred to in this Section 11
with respect to any Clydesdale Partner, to the extent such action requires the
consent of such Clydesdale Partner pursuant to the terms of this Agreement and
such Clydesdale Partner has not so consented. Each Clydesdale Partner authorizes
each such attorney-in-fact to take any further action that such attorney-in-fact
shall consider necessary in connection with any of the foregoing, hereby giving
each such attorney-in-fact full power and authority to do and perform each and
every act or thing whatsoever requisite to be done in connection with the
foregoing as fully as such Clydesdale Partner might or could do personally, and
hereby ratifying and confirming all that any such attorney-in-fact shall
lawfully do or cause to be done by virtue thereof or hereof.

                  11.2. Nature of Special Power. The power of attorney granted
pursuant to this Section 11:

                  (a) Is a special power of attorney coupled with an interest
         and is irrevocable;

                  (b) May be exercised by any such attorney-in-fact by listing
         the Clydesdale Partners executing any agreement, certificate,
         instrument, or other document with the single signature of any such
         attorney-in-fact acting as attorney-in-fact for such Clydesdale
         Partners; and



                                       43
<PAGE>


                  (c) Shall survive and not be affected by the subsequent
         Bankruptcy, insolvency, dissolution, or cessation of existence of a
         Clydesdale Partner and shall survive the delivery of a permitted
         assignment by a Clydesdale Partner of the whole or a portion of its
         Clydesdale Partnership Interest (except that where the assignment is of
         all of such Clydesdale Partner's Partnership Interest in Clydesdale and
         the assignee, with the consent of the Required Clydesdale Partners, is
         admitted as a substituted Clydesdale Partner, the power of attorney
         shall survive the delivery of such assignment for the sole purpose of
         enabling any such attorney-in-fact to effect such substitution) and
         shall extend to such Clydesdale Partner's or assignee's successors and
         assigns.

                                   SECTION 12

                           DISSOLUTION AND WINDING UP

                  12.1. Liquidation. (a) Liquidating Events. Clydesdale shall
dissolve and commence winding up and liquidating upon, and only upon, the
occurrence of a Liquidating Event.

                  (b) Termination Notice. At any time on or after the occurrence
and during the continuance of any Notice Event, the Clydesdale Class B Limited
Partner may elect to cause such Notice Event to result in a Termination Event by
delivering to the Clydesdale General Partner a notice (a "TERMINATION NOTICE")
of such election. Such Termination Notice shall be effective on the Business Day
it is delivered (unless stated to be effective on any other day after the day of
delivery) to the Clydesdale General Partner (or if such delivery day or such
other day is not a Business Day, the immediately following Business Day). Any
such Termination Notice may be rescinded by the Clydesdale Class B Limited
Partner giving such Termination Notice prior to its effectiveness by delivery of
a rescission notice to the Clydesdale General Partner.

                  12.2. Winding Up. (a) Distribution of Assets. Upon the
occurrence of a Liquidating Event, Clydesdale shall continue solely for the
purposes of winding up its affairs in an orderly manner, liquidating its assets,
and satisfying the claims of its creditors and Clydesdale Partners, and no
Clydesdale Partner shall take any action with respect to Clydesdale that is
inconsistent with the winding up of Clydesdale's business and affairs; provided
that all covenants contained in this Agreement and obligations provided for in
this Agreement shall continue to be fully binding upon the Clydesdale Partners
until the Clydesdale Property has been distributed pursuant to this Section 12.2
and the certificate of limited partnership has been canceled pursuant to the
Act. The Clydesdale Liquidator shall be responsible for overseeing the winding
up and dissolution of Clydesdale (including taking any actions required by
Section 12.10), shall take full account of Clydesdale's liabilities and the
Clydesdale Property, and shall cause the Clydesdale Property or the proceeds
from the Disposition thereof and the proceeds from the repayment of the Advances
(to the extent not setoff against distributions owing to the Clydesdale General
Partner), to the extent sufficient therefor, to be applied and distributed, to
the maximum extent permitted by Applicable Law, in the following order:

                  (1) First, as provided in Section 17-804(a)(1) of the Act; and



                                       44
<PAGE>


                  (2) Second, the balance, if any, to the Clydesdale Partners in
         an amount equal to their Capital Account balances (in the case of each
         Clydesdale Class A Limited Partner, as reduced by any setoff against
         amounts owing by such Clydesdale Class A Limited Partner under the
         Sponsor Subsidiary Credit Agreement), after giving effect to all
         contributions, Distributions, and allocations made for all periods
         through the end of the Liquidation Period in the following order of
         priority:

                           (i) First, the Clydesdale Class B Limited Partner;

                           (ii) Second, the Clydesdale Class A Limited Partners
                  (among them pro rata according to their respective amounts of
                  Unrecovered Capital); and

                           (iii) Third, the Clydesdale General Partner.

                  (b) Reserves. In the reasonable good faith discretion of the
Clydesdale Liquidator, with the consent of the Clydesdale Class B Limited
Partner, a portion (determined in the manner provided below) of the
Distributions that would otherwise be made to the Clydesdale Partners pursuant
to Section 12.2(a) may be:

                  (i) Distributed to a trust established for the benefit of the
         Clydesdale Partners solely for the purposes of liquidating Clydesdale
         Property, collecting amounts owed to Clydesdale, and paying any
         reasonably anticipated contingent or unforeseen liabilities or
         obligations of Clydesdale arising out of or in connection with
         Clydesdale. The assets of any such trust shall be distributed to the
         Clydesdale Partners from time to time, in the reasonable good faith
         discretion of the Clydesdale Liquidator, in the same proportions (as
         determined below) as the amount distributed to such trust by Clydesdale
         would otherwise have been distributed to the Clydesdale Partners
         pursuant to Section 12.2(a); or

                  (ii) Withheld to provide a reasonable reserve for reasonably
         anticipated Clydesdale liabilities (contingent or otherwise) and to
         allow for the collection of the unrealized portion of any installment
         obligations owed to Clydesdale; provided that such withheld amounts
         shall be distributed to the Clydesdale Partners as soon as practicable.

The portion of the Distributions that would otherwise have been made to each of
the Clydesdale Partners that is instead distributed to a trust pursuant to
Section 12.2(b)(i) or withheld to provide a reserve pursuant to Section
12.2(b)(ii) shall be determined in the same manner as the expense or deduction
that would have been allocated if Clydesdale had realized an expense equal to
such amounts immediately prior to a Distribution being made pursuant to Section
12.2(a).

                  12.3. No Restoration of Deficit Capital Accounts.
Notwithstanding anything in this Agreement to the contrary, if a Liquidating
Event has occurred and Clydesdale is wound up in accordance with Section 12.2,
no Clydesdale Partner shall be obligated to make any Capital Contributions to
Clydesdale in respect of a deficit balance in its Capital Account, and such
deficit shall not be considered to be a debt owed to Clydesdale or to any other
Person for any purpose whatsoever; provided, however, that the Clydesdale
General Partner shall be obligated to make such a Capital Contribution in cash
to the extent of any amounts required to be contributed by the Clydesdale
General Partner pursuant to Section 5.3 that have not yet been contributed.



                                       45
<PAGE>


                  12.4. Form of Liquidating Distributions to Clydesdale
Partners. For the purposes of making Distributions required by Section 12.2, the
Clydesdale Liquidator may determine whether to distribute to the Clydesdale
Partners all or any portion of the Clydesdale Property in kind or to sell or
otherwise liquidate all or any portion of the Clydesdale Property and distribute
the proceeds therefrom; provided that the Clydesdale Liquidator shall not,
without the prior written consent of the Clydesdale Class B Limited Partner,
distribute Clydesdale Property other than cash to the Clydesdale Class B Limited
Partner. Following the payment in full in cash of all amounts due and payable to
the Clydesdale Class B Limited Partner hereunder and, if requested by the
Clydesdale General Partner, Distributions in kind of the Clydesdale Property
shall be made to any Clydesdale Partner (other than the Clydesdale Class B
Limited Partner) specified by the Clydesdale General Partner.

                  12.5. Rights of Partners. Each Clydesdale Partner shall look
solely to the Clydesdale Property for the return of its Capital Contribution
and, except as otherwise provided in Section 12.4, shall have no right or power
to demand or receive property other than cash from Clydesdale.

                  12.6. Occurrence of Liquidating Event. (a) A "LIQUIDATING
EVENT" will occur (the date of such occurrence being the "LIQUIDATION START
DATE") on the first Business Day occurring immediately after the expiration of
the Purchase Option Period following the occurrence of a Termination Event.

                  (b) The Clydesdale Partners hereby agree that Clydesdale shall
not be dissolved or required to be wound up notwithstanding the occurrence of an
event that caused the last Clydesdale General Partner or Clydesdale Limited
Partner to cease to be a Clydesdale General Partner or Clydesdale Limited
Partner, as the case may be, if within ninety (90) days (x) in the case such
event relates to a Clydesdale Limited Partner, after such event the Personal
Representatives (as defined in the Act) of such Clydesdale Limited Partner and
the Clydesdale General Partner agree in writing to continue the business of
Clydesdale and to the admission, effective as of the date of such event, of one
or more additional Clydesdale Limited Partners, or (y) in the case such event
relates to a Clydesdale General Partner, the remaining Clydesdale Partners agree
in writing to continue the business of Clydesdale and to the appointment,
effective as of the date of such event, of one or more additional Clydesdale
General Partners.

                  12.7. Allocations and Distributions During Period of
Liquidation. During the Liquidation Period, the Clydesdale Partners shall
continue to share Profits, Losses and other items of Clydesdale income, gain,
loss or deduction in the manner provided in Section 6 and payments of the First
Priority Return, Second Priority Return, Third Priority Return, other
Distributions and other payments shall continue to be made as set forth in
Section 7. In addition, the Clydesdale Liquidator, in its sole discretion, may
make cash Distributions to the Clydesdale Class B Limited Partner at any time.

                  12.8. Character of Liquidating Distributions. All payments
made in liquidation of Clydesdale Partnership Interests shall be made in
exchange for the interest of such Clydesdale Partner in Clydesdale Property
pursuant to Section 736(b)(1) of the Code, including the interest of such
Clydesdale Partner in Clydesdale goodwill.



                                       46
<PAGE>


                  12.9. The Clydesdale Liquidator. (a) Definition. The
"CLYDESDALE LIQUIDATOR" shall mean (a) in the event that a liquidation of
Clydesdale results from a Termination Event described in clauses (a) or (d) of
the definition of Termination Event, the Clydesdale General Partner or any other
Affiliate of El Paso appointed as Clydesdale Liquidator by the Clydesdale
General Partner; provided, however, that, if the Collection Date does not occur
within 180 days after the Liquidation Start Date, then the Clydesdale Liquidator
shall be appointed by the Clydesdale Class B Limited Partner upon written notice
to the Clydesdale General Partner and (b) in any other circumstance, the
Clydesdale Custodian or any other Person appointed as Clydesdale Liquidator by
the Clydesdale Class B Limited Partner.

                  The Clydesdale Class B Limited Partner (or the Clydesdale
General Partner if it may then appoint the Clydesdale Liquidator) may appoint an
appointee to be Clydesdale Liquidator prior to the Liquidation Start Date by
delivering written notice of such appointment to the other Clydesdale Partners.
Any such appointment may be subsequently withdrawn by similar written notice.

                  The Clydesdale Liquidator shall have the rights set forth in
Section 17-803(b) of the Act and exclusively shall have the rights, power and
authority of the Clydesdale General Partner necessary or appropriate in its
discretion to effect the dissolution, winding up and liquidation of Clydesdale.
The actions of the Clydesdale Liquidator shall for all purposes be the actions
of Clydesdale. In furtherance of the foregoing and not as a limitation, the
Clydesdale Liquidator shall have the authority to enter into any agreement or
incur obligations on behalf of Clydesdale to the extent necessary, in its sole
judgment, to facilitate the liquidation of Clydesdale and the marshalling or
collection of its assets, including, without limitation, the authority to engage
sales agents or other professional advisors on market terms. The actions of the
Clydesdale Liquidator shall for all purposes be the actions of Clydesdale.

                  (b) Fees and Expenses. Clydesdale is authorized to pay a
reasonable fee to the Clydesdale Liquidator for its services performed pursuant
to this Section 12 and to reimburse the Clydesdale Liquidator for its reasonable
costs and expenses incurred in performing those services, including costs and
expenses of counsel, accountants, sales agents and other professional advisors
to the Clydesdale Liquidator.

                  (c) Resignation of Clydesdale Liquidator. At any time any
Clydesdale Liquidator may, in its discretion, resign as Clydesdale Liquidator
and the Clydesdale Class B Limited Partner (or the Clydesdale General Partner if
it may then appoint the Clydesdale Liquidator) shall appoint a replacement
Clydesdale Liquidator pursuant to Section 12.9(a).

                  (d) Notification to the Clydesdale Custodian. The Clydesdale
Class B Limited Partner shall notify the Clydesdale Custodian of the identity of
the Clydesdale Liquidator and any change in the identity of the Clydesdale
Liquidator.

                  12.10. Liquidation Procedures. Upon the occurrence of the
Liquidation Start Date, the Clydesdale Liquidator shall commence the winding up
of Clydesdale's business and in so doing shall, among other things, cause the
following to occur:



                                       47
<PAGE>


                  (a) Demand Under the Advances. The Clydesdale Liquidator shall
         accelerate and demand payment in full under the Advances and take all
         necessary action in furtherance thereof and to enforce such payment
         including exercising any right of setoff of amounts owing under the
         Advances against Distributions owing to a Clydesdale Class A Limited
         Partner.

                  (b) Sale of Clydesdale Property. The Clydesdale Liquidator
         shall commence the sale and/or liquidation of the Clydesdale Property.
         Clydesdale shall comply with all Applicable Laws and all applicable
         transfer restrictions, except to the extent that such transfer
         restrictions shall be waived or any transfer shall be consented to by
         any relevant parties. The Clydesdale Liquidator shall sell and/or
         liquidate the Clydesdale Property in a commercially reasonable manner
         in order to maximize the proceeds of such sale and/or liquidation, but
         otherwise shall have discretion to Dispose of the Clydesdale Property
         in any manner in its sole discretion. With respect to the Clydesdale
         Property consisting of any obligation owing to Clydesdale under the
         Sponsor Subsidiary Credit Documents, no such obligation shall be
         disposed of until 90 days after the Liquidation Start Date.

                  (c) Reporting Requirement. As soon as practicable but in any
         event not later than the fifth Business Day after the Liquidation Start
         Date, the Clydesdale General Partner shall instruct the Clydesdale
         Custodian to prepare and deliver to the Clydesdale Class B Limited
         Partner a notice stating: (i) the amount of cash held by the Clydesdale
         Custodian (including any cash received upon demand under the Sponsor
         Subsidiary Credit Agreement and from the sale of any Clydesdale
         Property) and (ii) the face value less unamortized discount, if any, of
         any Cash Equivalents (other than cash) held by the Clydesdale
         Custodian.

                  (d) Audit Report. If, following completion of the Liquidation
         Period, the Unrecovered Capital of the Clydesdale Class B Limited
         Partner is greater than zero, then not later than 120 days after the
         last day of the Liquidation Period, the Clydesdale General Partner
         shall cause to be delivered to each Clydesdale Partner an audited
         statement of the Clydesdale Partners' Capital Accounts and a balance
         sheet reflecting Mark-to-Market Values of the Clydesdale Property, each
         as of such last day, together with a report of a nationally recognized
         accounting firm stating that such statement and balance sheet were
         prepared and fairly stated in accordance with this Agreement.

                  (e) Liquidating Distributions. All Distributions to be made
         pursuant to Section 12.2 shall be made by the Clydesdale Liquidator
         from time to time immediately upon receipt of any proceeds of the
         repayment of any Advances or the liquidation of Clydesdale Property,
         but in any event not later than the last day of the Liquidation Period.
         Any Distribution to the Clydesdale General Partner shall be subject to
         any and all rights to set off by Clydesdale pursuant to Section
         14.4(b).



                                       48
<PAGE>


                                   SECTION 13

                                 INDEMNIFICATION

                  13.1. Indemnification of the Clydesdale Partners. Subject to
the limitations set forth in Section 13.5, each of the Clydesdale General
Partner and Clydesdale hereby agrees jointly and severally, to the fullest
extent permitted by Applicable Law, to indemnify and hold harmless, and the
Clydesdale Liquidator, or any receiver or trustee of Clydesdale (each of the
foregoing Persons being an "INDEMNITOR") (in the case of the Clydesdale
Liquidator, receiver or trustee, to the extent of Clydesdale Property) shall
indemnify and hold harmless, each Indemnified Person from and against, and to
pay on an After-Tax Basis, all Expenses (the Expenses, on an After-Tax Basis,
being collectively referred to as "INDEMNIFIED AMOUNTS") that may be incurred or
realized by or asserted against such Indemnified Person, relating to, growing
out of or resulting from:

                  (a) Clydesdale Obligations. Any failure by Clydesdale to
         perform or observe each of its covenants and obligations under this
         Agreement or any other Operative Document to which it is a party
         (collectively, the "COVERED DOCUMENTS"), including Indemnified Amounts
         resulting from or arising out of or in connection with enforcement of
         the Covered Documents (or determining whether or how to enforce any
         Covered Documents, whether through negotiations, legal proceedings or
         otherwise), or responding to any subpoena or other legal process or
         informal investigative demand in connection herewith or therewith; or

                  (b) Representations and Warranties. Any inaccuracy in, or any
         breach of, any written certification, representation or warranty made
         by or on behalf of Clydesdale in any Covered Document or in any written
         report or certification required hereunder or under any other Covered
         Document, in each case (i) if but only if such certification,
         representation or warranty is made as of a specific date, as of the
         date as of which the facts stated therein were certified, represented
         or warranted and (ii) in all other cases, as of any date or during any
         period to which such certification, representation or warranty may be
         applicable; or

                  (c) Investigations; Litigation; Proceedings. Any
         investigation, litigation or proceeding, whether or not such
         Indemnified Person is a party thereto, that (i) relates to, grows out
         of or results from any action or omission, or alleged action or
         omission, by or on behalf of or attributable to Clydesdale and (ii)
         would not have resulted in Indemnified Amounts incurred or realized by
         or asserted against such Indemnified Person but for the Operative
         Documents or the transactions thereunder or contemplated thereby.

                  13.2. Indemnification for Business Qualification Requirements.
Subject to the limitations set forth in Section 13.5, each Indemnitor shall
indemnify and save harmless (in the case of a receiver or trustee, to the extent
of Clydesdale Property) each Indemnified Person from and against, and pay to
each Indemnified Person, all Indemnified Amounts with respect to such
Indemnified Person resulting from the failure of the Clydesdale Class B Limited
Partner or any other Indemnified Person to qualify to do business in any state
(other than Delaware) or other jurisdiction in which the Clydesdale Class B
Limited Partner or a direct or indirect member,



                                       49
<PAGE>


partner, shareholder or other equity holder of the Clydesdale Class B Limited
Partner would not be required to qualify to do business but for its being a
Clydesdale Class B Limited Partner, or a direct or indirect member, partner,
shareholder or other equity holder of the Clydesdale Class B Limited Partner.

                  13.3. Clydesdale Liquidator Indemnification. Subject to the
limitations set forth in Section 13.5, if the Clydesdale Liquidator is a Person
other than the Clydesdale General Partner or a Clydesdale Class A Limited
Partner, or any of their respective Affiliates, then Clydesdale, or in the event
that the liquidation of Clydesdale has been completed, the Clydesdale General
Partner, shall indemnify and save harmless each Indemnified Person from and
against, and pay to each Indemnified Person, all Indemnified Amounts incurred on
behalf of Clydesdale by each Indemnified Person or otherwise incurred, realized
by or asserted against each Indemnified Person, in connection with any
Disposition of Clydesdale Property or the liquidation of Clydesdale, or by
reason of any act performed or omitted to be performed by any Indemnified Person
in connection therewith, including reasonable attorneys' fees incurred by each
Indemnified Person in connection with the defense of any litigation or other
proceeding based on any such act or omission, or alleged act or omission, or any
other investigation, litigation or proceeding, whether or not such Indemnified
Person is a party thereto, arising in connection with any such Disposition or
liquidation, and including any indemnity claims against the Clydesdale
Liquidator arising under Section 13.1.

                  13.4. Survival of Indemnification Obligations. All indemnities
provided for in this Agreement shall survive the Transfer of any Clydesdale
Partnership Interest and the liquidation of Clydesdale. After any such Transfer
or liquidation, the provisions of this Section 13 shall inure to the benefit of
each transferring Clydesdale Partner with respect to Indemnified Amounts arising
in respect of the period during which such Transferring Clydesdale Partner was a
Clydesdale Partner (including with respect to actions taken or omitted to be
taken, and events occurring and circumstances existing, during such period).

                  13.5. Limitations on Indemnification Obligations. The
indemnities provided in Sections 13.1, 13.2 and 13.3 shall be subject to the
following limitations:

                  (a) Limitation by Law. Such sections shall be enforced only to
         the maximum extent permitted by Applicable Law.

                  (b) Misconduct, Etc. No Indemnified Person shall be
         indemnified or held harmless for, and no Indemnitor shall have any
         liability with respect to any Indemnified Person for or in respect of,
         any Expenses to the extent caused by or resulting from (i) the actual
         fraud, willful misconduct, bad faith or gross negligence of such
         Indemnified Person or any of its Related Persons or (ii) any inaccuracy
         in, or breach of, any written certification, representation or warranty
         made by such Indemnified Person or any of its Related Persons in any
         Operative Document or in any written report or certification required
         under any Operative Document (unless and to the extent such inaccuracy
         or breach is attributable to any written information provided by El
         Paso or its Affiliates), in each case under this clause (ii) (A) if,
         but only if, such certification, representation or warranty is made as
         of a specific date, as of the date as of which the facts stated therein
         were certified, represented or warranted and (B) in all other cases, as
         of any date or



                                       50
<PAGE>


         during any period to which such certification, representation or
         warranty may be applicable.

                  (c) No Duplication. Indemnified Amounts under this Section 13
         shall be without duplication of any amounts payable under
         indemnification provisions of any other Operative Document or other
         agreement or any amounts actually paid thereunder.

                  13.6. Payments; No Reduction of Capital Account. Any amounts
subject to the indemnification provisions of this Section 13 shall be paid by
the applicable Indemnitor within ten Business Days following demand therefor,
accompanied, as may be appropriate in the context, by supporting documentation
in reasonable detail. Payments to a Clydesdale Partner pursuant to this Section
13 shall not reduce the Capital Account of such Clydesdale Partner. To the
extent Clydesdale is required to indemnify any Indemnified Person hereunder,
each such Indemnified Person shall be a creditor of Clydesdale to the extent of
the Indemnified Amounts owing to such Indemnified Person hereunder from time to
time. Payment shall be made to the bank account or at another location as such
Indemnified Person shall designate in writing or as is expressly required under
any Operative Document the obligations under which are the subject of any such
payment, not later than 1:00 p.m. (New York City time) on the date for such
payment in immediately available funds.

                  13.7. Procedural Requirements. (a) Notice of Claims. Any
Indemnified Person that proposes to assert a right to be indemnified under this
Section 13 will, promptly after receipt of notice of commencement of any action,
suit or proceeding against such Indemnified Person in respect of which a claim
is to be made against the relevant Indemnitor under this Section 13 (an
"INDEMNIFIED PROCEEDING"), or the incurrence or realization of Indemnified
Amounts in respect of which a claim is to be made against such Indemnitor under
this Section 13, notify such Indemnitor of the commencement of such Indemnified
Proceeding or of such incurrence or realization, enclosing a copy of all
relevant documents, including all papers served and claims made, but the
omission so to notify such Indemnitor promptly of any such Indemnified
Proceeding or incurrence or realization shall not relieve (i) such Indemnitor
from any liability that it may have to such Indemnified Person under this
Section 13 or otherwise, except, as to such Indemnitor's liability under this
Section 13, to the extent, but only to the extent, that such Indemnitor shall
have been prejudiced by such omission or (ii) any other Indemnitor from
liability that it may have to any Indemnified Person under the Operative
Documents.

                  (b) Defense of Proceedings. In case any Indemnified Proceeding
shall be brought against any Indemnified Person and it shall notify the relevant
Indemnitor of the commencement thereof, such Indemnitor shall be entitled to
participate in, and to assume the defense of, such Indemnified Proceeding with
counsel reasonably satisfactory to such Indemnified Person, and after notice
from such Indemnitor to such Indemnified Person of such Indemnitor's election so
to assume the defense thereof and the failure by such Indemnified Person to
object to such counsel within ten Business Days following its receipt of such
notice, such Indemnitor shall not be liable to such Indemnified Person for legal
or other expenses incurred after such notice of election to assume such defense
except as provided below and except for the reasonable costs of investigating,
monitoring or cooperating in such defense subsequently incurred by such
Indemnified Person reasonably necessary in connection with the defense thereof.
Such Indemnified Person shall have the right to employ its counsel in any such


                                       51
<PAGE>


Indemnified Proceeding, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Person unless:

                  (i) the employment of counsel by such Indemnified Person at
         the expense of such Indemnitor has been authorized in writing by such
         Indemnitor;

                  (ii) such Indemnified Person shall have reasonably concluded
         in its good faith (which conclusion shall be determinative unless a
         court determines that conclusion was not reached reasonably and in good
         faith) that there is or may be a conflict of interest between such
         Indemnitor and such Indemnified Person in the conduct of the defense of
         such Indemnified Proceeding or that there are or may be one or more
         different or additional defenses, claims, counterclaims, or causes of
         action available to such Indemnified Person (it being agreed that in
         any case referred to in this clause (ii) such Indemnitor shall not have
         the right to direct the defense of such Indemnified Proceeding on
         behalf of the Indemnified Person);

                  (iii) such Indemnitor shall not have employed Jones, Day,
         Reavis & Pogue, or other counsel reasonably acceptable to the
         Indemnified Person, to assume the defense of such Indemnified
         Proceeding within a reasonable time after notice of the commencement
         thereof (provided, however, that this clause (iii) shall not constitute
         a waiver of any conflict of interest which may arise with respect to
         any such counsel); or

                  (iv) any counsel employed by such Indemnitor shall fail to
         timely commence or maintain the defense of such Indemnified Proceeding,

in each of which cases the fees and expenses of counsel for such Indemnified
Person shall be at the expense of such Indemnitor; provided that, without the
prior written consent of such Indemnified Person, such Indemnitor shall not
settle or compromise, or consent to the entry of any judgment in, any pending or
threatened Indemnified Proceeding, unless such settlement, compromise or consent
or related judgment includes an unconditional release of such Indemnified Person
from all liability for Expenses arising out of such claim, action,
investigation, suit or other legal proceeding. No Indemnified Person shall
settle or compromise, or consent to the entry of any judgment in, any pending or
threatened Indemnified Proceeding in respect of which any payment would result
hereunder or under the other Operative Documents without the prior written
consent of such Indemnitor, such consent not to be unreasonably withheld or
delayed. Only one counsel shall be retained by all Indemnified Persons with
respect to any Indemnified Proceeding, unless counsel for any Indemnified Person
reasonably concludes in good faith (which conclusion shall be determinative
unless a court determines that conclusion was not reached reasonably and in good
faith) that there is or may be a conflict of interest between such Indemnified
Person and one or more other Indemnified Persons in the conduct of the defense
of such Indemnified Proceeding or that there are or may be one or more different
or additional defenses, claims, counterclaims, or causes of action available to
such Indemnified Person (it being agreed that in any case referred to in this
sentence such Indemnified Person may retain separate counsel together with all
other Indemnified Persons subject to the same conflict of interest or sharing
such additional defenses, claims, counterclaims or causes of action).



                                       52
<PAGE>


THE FOREGOING INDEMNITIES SHALL EXPRESSLY INCLUDE ANY INDEMNIFIED AMOUNTS
ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY INDEMNIFIED
PERSON.


                                   SECTION 14

                                  MISCELLANEOUS

                  14.1. Notices. Any notice, payment, demand, or communication
required or permitted to be given by any provision of this Agreement shall be in
writing or by facsimile and shall be deemed to have been delivered, given, and
received for all purposes (a) if delivered personally to the Person or to an
officer of the Person to whom the same is directed, or (b) when the same is
actually received (if a Business Day, or, if not, on the next succeeding
Business Day), if sent either by courier or delivery service or certified mail,
postage and charges prepaid, or by facsimile, if such facsimile is followed by a
hard copy of the facsimile communication sent by courier or delivery service,
certified mail, postage and charges prepaid, addressed as follows, or to such
other address as such Person may from time to time specify by notice to the
Clydesdale Partners:

                  (i) If to Clydesdale, to the address set forth in the first
         sentence of Section 2.7, with copies sent to the Clydesdale General
         Partner at the address set forth in Section 2.2; and

                  (ii) If to a Clydesdale Partner, to the address set forth in
         Section 2.2.

                  14.2. Binding Effect. Except as otherwise provided in this
Agreement, every covenant, term and provision of this Agreement shall be binding
upon the Clydesdale Partners and inure to the benefit of the Clydesdale Partners
and each Indemnified Person and their respective permitted successors,
transferees, and assigns (including any assignee for security purposes or Person
holding a security interest). This Agreement and the rights and obligations
hereunder may not be assigned to any Person other than a Permitted Transferee,
without the prior written consent of the Required Clydesdale Partners.

                  14.3. Severability. Except as otherwise provided in the
succeeding sentence, every provision of this Agreement is intended to be
severable, and, if any term or provision of this Agreement is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the
validity or legality of the remainder of this Agreement. The preceding sentence
of this Section shall be of no force or effect if the consequence of enforcing
the remainder of this Agreement without such illegal or invalid term or
provision would be to cause any Clydesdale Partner to lose the benefit of its
economic bargain.

                  14.4. Setoff. (a) Except to the extent set forth in Sections
3.8(c) and 10.4, Clydesdale shall not be entitled to offset against any payments
required to be made by it hereunder any claims that it may have against any
Clydesdale Class B Limited Partner, and hereby waives any setoff rights that it
may have in respect of any such Clydesdale Class B Limited Partner.



                                       53
<PAGE>


                  (b) On and after the Liquidation Start Date, Clydesdale is
hereby authorized at any time and from time to time, to the fullest extent
permitted by Applicable Law, to setoff and otherwise apply any and all deposits
(general or special, time or demand, provisional or final) at any time held, and
any and all Distribution or liquidation payments pursuant to Section 7 or 12 of
this Agreement or other indebtedness at any time owing by Clydesdale to or for
the credit or the account of a Clydesdale Class A Limited Partner against any
and all of the obligations of such Clydesdale Class A Limited Partner or any
other Clydesdale Class A Limited Partner now or hereafter existing under the
Sponsor Subsidiary Credit Agreement irrespective of whether Clydesdale shall
have made any demand under the Sponsor Subsidiary Credit Agreement. The rights
of Clydesdale under this Section 14.4(b) are in addition to other rights and
remedies (including, without limitation, other rights of setoff) that Clydesdale
may have against such Clydesdale Class A Limited Partner.

                  14.5. Construction. The terms of this Agreement are intended
to embody the economic relationship among the Clydesdale Partners and shall not
be subject to modification by or conform with any actions by any governmental
authority except as this Agreement may be explicitly so amended.

                  14.6. Governing Law. The internal laws of the State of
Delaware shall govern the validity of this Agreement, the construction of its
terms, and the interpretation of the rights and duties of the Clydesdale
Partners.

                  14.7. Counterpart Execution. 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.

                  14.8. Specific Performance. Each Clydesdale Partner agrees
with the other Clydesdale Partners that the other Clydesdale Partners would be
irreparably damaged if any of the provisions of this Agreement are not performed
in accordance with their specific terms and that monetary damages would not
provide an adequate remedy in such event. Accordingly, it is agreed that, in
addition to any other remedy to which the nonbreaching Clydesdale Partners may
be entitled, at law or in equity, the nonbreaching Clydesdale Partners shall be
entitled to injunctive relief to prevent breaches of the provisions of this
Agreement and specifically to enforce the terms and provisions of this Agreement
in any action instituted in any court of the United States or any state thereof
having subject matter jurisdiction thereof.

                  14.9. Amendments. Amendments, restatements and corrections to,
and waivers of any provisions of, and cancellation of, this Agreement may be
proposed by any Clydesdale Partner by notice to Clydesdale and each other
Clydesdale Partner. Following such proposal, the Clydesdale General Partner on
behalf of Clydesdale shall submit to the Clydesdale Partners a verbatim
statement of any proposed amendment, restatement, correction, waiver, or
cancellation and shall seek the written vote of the Clydesdale Partners thereon
or shall call a meeting to vote thereon and to transact any other business that
it may deem appropriate. A proposed amendment, restatement, correction, waiver,
or cancellation shall be adopted and be effective as an amendment, restatement,
correction, waiver, or cancellation of this Agreement only if such



                                       54
<PAGE>


amendment, restatement, correction, waiver, or cancellation receives the
affirmative vote of all the Clydesdale Partners.

                  14.10. Waiver of Jury Trial. EACH CLYDESDALE PARTNER HEREBY
IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

                  14.11. Consent to Jurisdiction and Service of Process. The
parties hereto hereby (a) consent to the non-exclusive jurisdiction of (i) the
courts of the State of Delaware and (ii) the United States District Court for
the District of Delaware sitting in Wilmington, Delaware and (b) and consent to
service of process delivered by certified mail addressed to the address of each
Clydesdale Partner set forth in Section 2.2. This Section 14.11 shall not be
construed as limiting a party's ability to bring an action in any other
jurisdiction or to serve process by any other legal means. Notwithstanding the
foregoing to the contrary, to the fullest extent permitted by Applicable Law,
the parties agree that any action brought in any court of the State of Delaware
shall be brought in a court sitting in New Castle County, Delaware.




                                       55
<PAGE>



                  IN WITNESS WHEREOF, the parties have entered into this Fourth
Amended and Restated Partnership Agreement as of the date first above set forth.


Clydesdale General Partner:             APPALOOSA HOLDINGS COMPANY




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








<PAGE>




Clydesdale Class A Limited Partners:        NORIC HOLDINGS, L.L.C.

                                            By: Shetland Holdings Company,
                                                the Noric Holdings, L.L.C. Class
                                                A Member




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






                                            NORIC HOLDINGS I, L.L.C.

                                            By: El Paso Production Company,
                                                the Noric Holdings I, L.L.C.
                                                Managing Member




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





Clydesdale Class B Limited Partner:         MUSTANG INVESTORS, L.L.C.

                                            By:  Dongola, Inc., its Managing
                                                 Member

                                            By:  /s/ James A. Hanley
                                                 -------------------------------
                                                 Name:  James A. Hanley
                                                 Title: Vice President




<PAGE>




Clydesdale:                                 CLYDESDALE ASSOCIATES, L.P.

                                            By: APPALOOSA HOLDINGS COMPANY,
                                                the Clydesdale General Partner



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