<PAGE>   1
                                                                    EXHIBIT 10.A
                                                                 EXECUTION  COPY

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



                           EL PASO ENERGY CORPORATION

                      -------------------------------------


                             $1,250,000,000 364-DAY
                        REVOLVING CREDIT AND COMPETITIVE
                           ADVANCE FACILITY AGREEMENT


                           DATED AS OF AUGUST 16, 1999


                      -------------------------------------



                            THE CHASE MANHATTAN BANK,
                             AS ADMINISTRATIVE AGENT
                              AND CAF ADVANCE AGENT


                                 CITIBANK, N.A.
                                       AND
                              ABN AMRO BANK, N.V.,
                           AS CO-DOCUMENTATION AGENTS


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


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

<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                                      <C>
                                          ARTICLE I

                               DEFINITIONS AND ACCOUNTING TERMS .....................      1

SECTION 1.1  Certain Defined Terms ..................................................      1
SECTION 1.2  Computation of Time Periods ............................................     16
SECTION 1.3  Accounting Terms .......................................................     16
SECTION 1.4  References .............................................................     16

                                          ARTICLE II

                              AMOUNTS AND TERMS OF THE ADVANCES .....................     17

SECTION 2.1  The Revolving Credit Advances ..........................................     17
SECTION 2.2  Making the Revolving Credit Advances ...................................     17
SECTION 2.3  Evidence of Debt .......................................................     18
SECTION 2.4  CAF Advances ...........................................................     19
SECTION 2.5  Procedure for CAF Advance Borrowings ...................................     19
SECTION 2.6  CAF Advance Payments ...................................................     23
SECTION 2.7  Evidence of Debt .......................................................     23
SECTION 2.8  Fees ...................................................................     24
SECTION 2.9  Reduction of the Commitments ...........................................     24
SECTION 2.10 Repayment of Advances ..................................................     24
SECTION 2.11 Interest on Revolving Credit Advances ..................................     25
SECTION 2.12 Additional Interest on Eurodollar Rate Advances ........................     25
SECTION 2.13 Interest Rate Determination ............................................     26
SECTION 2.14 Voluntary Conversion of Advances .......................................     27
SECTION 2.15 Optional and Mandatory Prepayments .....................................     28
SECTION 2.16 Increased Costs ........................................................     28
SECTION 2.17 Increased Capital ......................................................     29
SECTION 2.18 Illegality .............................................................     30
SECTION 2.19 Pro Rata Treatment, Payments and Computations ..........................     30
SECTION 2.20 Taxes ..................................................................     32
SECTION 2.21 Sharing of Payments, Etc ...............................................     34
SECTION 2.22 Use of Proceeds ........................................................     34
SECTION 2.23 Extension of Stated Termination Date ...................................     35
SECTION 2.24 Commitment Increases ...................................................     36
SECTION 2.25 Replacement of Lenders .................................................     38
</TABLE>

<PAGE>   3


<TABLE>
<CAPTION>
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<S>                                                                                      <C>
                                         ARTICLE III

                           CONDITIONS OF EFFECTIVENESS AND LENDING ..................     38

SECTION 3.1  Conditions Precedent to Effectiveness of this Agreement ................     38
SECTION 3.2  Conditions Precedent to Initial Advances ...............................     39
SECTION 3.3  Conditions Precedent to Initial Advances
             to Any Borrowing Subsidiary ............................................     40
SECTION 3.4  Conditions Precedent to Each Borrowing .................................     40

                                          ARTICLE IV

                                REPRESENTATIONS AND WARRANTIES ......................     41

SECTION 4.1  Representations and Warranties of the Borrowers ........................     41

                                          ARTICLE V

                                  COVENANTS OF THE BORROWERS ........................     44

SECTION 5.1  Affirmative Covenants ..................................................     44
SECTION 5.2  Negative Covenants .....................................................     45
SECTION 5.3  Reporting Requirements .................................................     48
SECTION 5.4  Restrictions on Material Subsidiaries ..................................     51

                                          ARTICLE VI

                                          GUARANTEE .................................     51

SECTION 6.1  Guarantees .............................................................     51
SECTION 6.2  No Subrogation .........................................................     52
SECTION 6.3  Amendments, etc. with respect to the Obligations;
             Waiver of Rights .......................................................     52
SECTION 6.4  Guarantee Absolute and Unconditional ...................................     53
SECTION 6.5  Reinstatement ..........................................................     54

                                         ARTICLE VII

                                      EVENTS OF DEFAULT .............................     54

SECTION 7.1  Event of Default .......................................................     54
</TABLE>

<PAGE>   4

<TABLE>
<CAPTION>
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                                         ARTICLE VIII

                    THE ADMINISTRATIVE AGENT AND THE CAF ADVANCE AGENT ..............     58

SECTION 8.1  Authorization and Action ...............................................     58
SECTION 8.2  Administrative Agent's and CAF Advance Agent's Reliance, Etc ...........     58
SECTION 8.3  Chase and Affiliates ...................................................     59
SECTION 8.4  Lender Credit Decision .................................................     59
SECTION 8.5  Indemnification ........................................................     59
SECTION 8.6  Successor Administrative Agent and CAF Advance Agent ...................     60

                                          ARTICLE IX

                                        MISCELLANEOUS................................     60

SECTION 9.1  Amendments, Etc ........................................................     60
SECTION 9.2  Notices, Etc ...........................................................     61
SECTION 9.3  No Waiver; Remedies ....................................................     61
SECTION 9.4  Costs and Expenses; Indemnity ..........................................     61
SECTION 9.5  Right of Set-Off .......................................................     62
SECTION 9.6  Binding Effect .........................................................     63
SECTION 9.7  Assignments and Participations .........................................     63
SECTION 9.8  Confidentiality ........................................................     66
SECTION 9.9  Consent to Jurisdiction ................................................     66
SECTION 9.10 GOVERNING LAW ..........................................................     67
SECTION 9.11 Rate of Interest .......................................................     67
SECTION 9.12 Execution in Counterparts ..............................................     68
</TABLE>





                                    SCHEDULE

Schedule I      Commitments, Addresses, Etc.


                            EXHIBITS

Exhibit A        Form of Note
Exhibit B        Form of Notice of Borrowing
Exhibit C        Form of CAF Advance Request
Exhibit D        Form of CAF Advance Offer
Exhibit E        Form of CAF Advance Confirmation
Exhibit F        Form of Assignment and Acceptance
Exhibit G        Form of Opinion of [Associate General][Senior] Counsel
                   of the Company
Exhibit H        Form of Opinion of New York Counsel to the Company

<PAGE>   5

Exhibit I        Form of Process Agent Letter
Exhibit J        Form of Joinder Agreement
Exhibit K        Form of Opinion of [Associate General][Senior] Counsel
                   of the Company
Exhibit L        Form of Opinion of New York Counsel to the Company
Exhibit M        Form of Extension Request






<PAGE>   6


          $1,250,000,000 364-DAY REVOLVING CREDIT AND COMPETITIVE ADVANCE
FACILITY AGREEMENT, dated as of August 16, 1999, among EL PASO ENERGY
CORPORATION, a Delaware corporation (the "Company"), EL PASO NATURAL GAS
COMPANY, a Delaware corporation ("EPNGC"), TENNESSEE GAS PIPELINE COMPANY, a
Delaware corporation ("Tennessee"), the several banks and other financial
institutions from time to time parties to this Agreement (the "Lenders"), THE
CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent
(in such capacity, the "Administrative Agent") and as CAF Advance Agent (in such
capacity, the "CAF Advance Agent") for the Lenders hereunder, CITIBANK, N.A. and
ABN AMRO BANK, N.V., as co-documentation agents (in such capacity, the
"Co-Documentation Agents") for the Lenders, and BANK OF AMERICA, N.A., as
syndication agent (in such capacity, the "Syndication Agent") for the Lenders.

          The parties hereto hereby agree as follows:


                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.1 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

          "Administrative Agent" has the meaning assigned to such term in the
     preamble hereof.

          "Advance" means an advance by a Lender to any Borrower pursuant to
     Article II, and refers to a Base Rate Advance, a Eurodollar Rate Advance or
     a CAF Advance.

          "Affiliate" means as to any Person, any other Person that, directly or
     indirectly, controls, is controlled by or is under common control with such
     Person or is a director or officer of such Person. The term "control
     (including the terms "controlled by" or "under common control with") means,
     with respect to any Person, the possession, direct or indirect, of the
     power to vote 20% or more of the securities having ordinary voting power
     for the election of directors of such Person or to direct or cause the
     direction of the management and policies of such Person, whether through
     ownership of voting securities or by contract or otherwise.

          "Agreement" means this $1,250,000,000 364-Day Revolving Credit and
     Competitive Advance Facility, as amended, supplemented or otherwise
     modified from time to time.

          "Alternate Program" means any program providing for the sale or other
     disposition of trade or other receivables entered into by the Company or a
     Principal Subsidiary which is in addition to or in replacement of the
     program evidenced by either



<PAGE>   7
                                                                               2


     Receivables Purchase and Sale Agreement (whether or not either Receivables
     Purchase and Sale Agreement shall then be in effect), provided that such
     program is on terms (a) substantially similar to either Receivables
     Purchase and Sale Agreement (as modified to comply with FASB 125 or similar
     policies or guidelines from time to time in effect) or (b) customary for
     similar transactions as reasonably determined by the Administrative Agent.

          "Applicable Eurodollar Rate Margin" with respect to any Eurodollar
     Rate Advance to any Borrower means for any day the rate per annum set forth
     below opposite the applicable S&P Bond Rating and Moody's Bond Rating in
     effect on such day for such Borrower:

<TABLE>
<CAPTION>
        Bond Rating                          Applicable Eurodollar
       (S&P/Moody's)               Level          Rate Margin
     -----------------             -----     ---------------------
<S>                                <C>       <C>
     A/A2 or higher                   I              .180%
     A-/A3                           II              .270%
     BBB+/Baa1                      III              .300%
     BBB/Baa2                        IV              .375%
     BBB-/Baa3                        V              .550%
     BB+/Ba1 or lower                VI              .800%;
</TABLE>

     provided that (i) if the Bond Ratings for any Borrower do not fall within
     the same Level, the Applicable Eurodollar Rate Margin applicable to such
     day will be the percentage opposite the Bond Rating that is at the higher
     level (Level I being the highest and Level VI being the lowest Level), (ii)
     in the event a Bond Rating for a Borrower is not available from one of the
     Rating Agencies, the Applicable Eurodollar Rate Margin will be based on the
     Bond Rating of the other Rating Agency, (iii) in the event a Bond Rating
     for the Company is available from none of the Rating Agencies, the
     Applicable Eurodollar Rate Margin for the Company will be the percentage
     opposite Level VI, and (iv) in the event a Bond Rating for a Borrowing
     Subsidiary is available from none of the Rating Agencies, the Applicable
     Eurodollar Rate Margin for such Borrower will be determined using the Bond
     Ratings of the Company (unless there is another Borrower (the "Intermediate
     Parent") that directly or indirectly owns 100% of the common stock of such
     Borrower and the Intermediate Parent has a Bond Rating in effect, in which
     case, the Applicable Eurodollar Rate Margin for such Borrower will be
     determined using the Bond Ratings of the Intermediate Parent of such
     Borrower); provided, that for each day on which the aggregate principal
     amount of the Advances outstanding hereunder are equal to or greater than
     25% of the aggregate amount of the total Commitments hereunder, the
     Applicable Eurodollar Rate Margin for each Borrower will be increased by
     .125% for such day.

          "Applicable LIBO Rate" means in respect of any CAF Advance requested
     pursuant to a LIBO Rate CAF Advance Request, an interest rate per annum
     equal to the rate which appears on Page 3750 of the Telerate Service (or
     any successor or substitute page of such Service, or any successor to or
     substitute for such service providing rate


<PAGE>   8
                                                                               3


     quotations comparable to those currently provided on such page of such
     service, as determined by the Administrative Agent from time to time for
     purposes of providing quotations of interest rates applicable to Dollar
     deposits in the London interbank market) as at approximately 11:00 A.M.,
     London time, two Business Days prior to the beginning of the period for
     which such CAF Advance is to be outstanding as the rate for Dollar deposits
     with a maturity comparable to such period.

          "Assignment and Acceptance" means an assignment and acceptance entered
     into by a Lender and an Eligible Assignee, and accepted by the
     Administrative Agent, in substantially the form of Exhibit F.

          "Base CD Rate" means the sum of (a) the product of (i) the Three-Month
     Secondary CD Rate and (ii) a fraction, the numerator of which is one and
     the denominator of which is one minus the C/D Reserve Percentage and (b)
     the C/D Assessment Rate.

          "Base Rate" means for any day, a rate per annum (adjusted to the
     nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, rounded upwards
     to the next highest 1/16 of 1%) equal to the greatest of (a) the Prime Rate
     in effect on such day, (b) the Base CD Rate in effect on such day plus 2 of
     1% and (c) the Effective Federal Funds Rate in effect on such day plus 2 of
     1%. Any change in the Base Rate due to a change in the Prime Rate, the
     Three-Month Secondary CD Rate or the Effective Federal Funds Rate shall be
     effective as of the opening of business on the effective day of such change
     in the Prime Rate, the Three-Month Secondary CD Rate or the Effective
     Federal Funds Rate, respectively.

          "Base Rate Advance" means an Advance which bears interest as provided
     in Section 2.11(a)(i).

          "Bond Rating" means a rating assigned to a Borrower's senior long-term
     unsecured debt by any of the Rating Agencies.

          "Borrowers" means the collective reference to the Company and each
     Borrowing Subsidiary; each a "Borrower".

          "Borrowing" means a borrowing consisting of Advances of the same Type
     made on the same day by the Lenders, it being understood that there may be
     more than one Borrowing on a particular day.

          "Borrowing Subsidiary" means EPNGC, Tennessee and each other domestic
     Subsidiary of the Company which has been designated by the Company as a
     "Borrowing Subsidiary" by written notice to the Administrative Agent, which
     designation shall not have been revoked by written notice by the Company to
     the Administrative Agent (provided, that no such designation shall be
     revoked if either (a) any Default or Event of Default shall have occurred
     and be continuing or (b) any Advance to such Borrowing


<PAGE>   9
                                                                               4


     Subsidiary, or any interest accrued thereon, shall be outstanding);
     collectively, the "Borrowing Subsidiaries". For avoidance of doubt, (i)
     Tennessee may be undesignated as a Borrowing Subsidiary by written notice
     to the Administrative Agent by the Company and (ii) EPNGC shall always be a
     Borrower hereunder.

          "Business Day" means a day of the year on which banks are not required
     or authorized to close in New York, New York and, if the applicable
     Business Day relates to any Eurodollar Rate Advances or LIBO Rate CAF
     Advances, on which dealings are carried on in the London interbank market.

          "CAF Advance" means an Advance made pursuant to Sections 2.4 and 2.5.

          "CAF Advance Agent" has the meaning assigned to such term in the
     preamble hereof.

          "CAF Advance Availability Period" means the period from and including
     the Closing Date until the earlier of (a) the date which is 7 days prior to
     the Stated Termination Date and (b) the Termination Date.

          "CAF Advance Confirmation" means each confirmation by the applicable
     Borrower of its acceptance of CAF Advance Offers, which CAF Advance
     Confirmation shall be substantially in the form of Exhibit E and shall be
     delivered to the CAF Advance Agent by telecopy.

          "CAF Advance Interest Payment Date" means as to each CAF Advance, each
     interest payment date specified by the applicable Borrower for such CAF
     Advance in the related CAF Advance Request.

          "CAF Advance Lenders" means Lenders from time to time designated by
     the Company, in consultation with the CAF Advance Agent, as CAF Advance
     Lenders as provided in Section 2.4.

          "CAF Advance Maturity Date" means as to any CAF Advance, the date
     specified by the applicable Borrower pursuant to Section 2.5(d)(ii) in its
     acceptance of the related CAF Advance Offer.

          "CAF Advance Offer" means each offer by a CAF Advance Lender to make
     CAF Advances pursuant to a CAF Advance Request, which CAF Advance Offer
     shall contain the information specified in Exhibit D and shall be delivered
     to the CAF Advance Agent by telephone, immediately confirmed by telecopy.

          "CAF Advance Request" means each request by the applicable Borrower
     for CAF Advance Lenders to submit bids to make CAF Advances, which request
     shall contain the information in respect of such requested CAF Advances
     specified in Exhibit C and shall


<PAGE>   10
                                                                               5


     be delivered to the CAF Advance Agent in writing, by telecopy, or by
     telephone, immediately confirmed by telecopy.

          "Capitalization" of any Person means the sum (without duplication) of
     (a) consolidated Debt of such Person and its consolidated Subsidiaries,
     plus (b) the aggregate amount of Guaranties entered into by such Person and
     its consolidated Subsidiaries, plus (c) the consolidated common and
     preferred stockholders' equity of such Person and its consolidated
     Subsidiaries.

          "C/D Assessment Rate" means for any day as applied to any Base Rate
     Advance, the annual assessment rate determined by Chase to be payable on
     such day to the Federal Deposit Insurance Corporation (the "FDIC") for the
     FDIC's (or any successor's) insuring time deposits at offices of Chase in
     the United States.

          "C/D Reserve Percentage" means for any day as applied to any Base Rate
     Advance, that percentage (expressed as a decimal) which is in effect on
     such day, as prescribed by the Board of Governors of the Federal Reserve
     System (or any successor) (the "Board"), for determining the then current
     reserve requirement for the Administrative Agent in respect of new
     non-personal time deposits in Dollars having a maturity of 30 days or more.

          "Chase" means The Chase Manhattan Bank, a New York banking
     corporation.

          "Closing Date" has the meaning assigned to such term in Section 3.2.

          "Co-Documentation Agents" has the meaning assigned to such term in the
     preamble hereof.

          "Commitment" means as to any Lender, the obligation of such Lender to
     make Revolving Credit Advances to the Borrowers hereunder in an aggregate
     principal amount at any one time outstanding not to exceed the amount set
     forth opposite such Lender's name on Schedule I (as such Schedule I is
     amended from time to time pursuant to Section 9.7(c)), as such amount may
     be reduced from time to time in accordance with the provisions of this
     Agreement.

          "Commitment Expiration Date" has the meaning assigned to such term in
     Section 2.23(a).

          "Commitment Percentage" means as to any Lender at any time, the
     percentage which such Lender's Commitment then constitutes of the aggregate
     Commitments (or, at any time after the Commitments shall have expired or
     terminated, the percentage which the aggregate principal amount of such
     Lender's Advances then outstanding constitutes of the aggregate principal
     amount of the Advances then outstanding).

          "Company" has the meaning assigned to such term in the preamble
     hereof.


<PAGE>   11
                                                                               6


          "Contingent Guaranty" has the meaning assigned to such term in the
     definition of the term "Guaranty" contained in this Section 1.1.

          "Convert", "Conversion" and "Converted" each refers to a conversion of
     Advances of one Type into Advances of another Type pursuant to Section
     2.13, 2.14 or 2.18.

          "Debt" means, as to any Person, all Indebtedness of such Person other
     than (a) any Project Financing of such Person, (b) in the case of the
     Company or a Principal Subsidiary, any liabilities of the Company or such
     Principal Subsidiary, as the case may be, under any Alternate Program, or
     any document executed by the Company or such Principal Subsidiary, as the
     case may be, in connection therewith and (c) any obligations of the Company
     or a Principal Subsidiary with respect to lease payments for the
     headquarters building of the Company located in Houston, Texas; provided,
     however, that for purposes of Article V, "Debt" shall not include up to an
     aggregate amount (determined without duplication of amount) of $200,000,000
     of (i) the amount of optional payments in lieu of asset repurchase or other
     payments to similar effect, including extension or renewal payments, on off
     balance sheet leases and (ii) the amount of the purchase price for optional
     acquisition of such asset (in either case, calculated at the lower amount
     payable in respect of such asset under clause (i) or (ii) above).

          "Default" means any event that would constitute an Event of Default
     but for the requirement that notice be given or time elapse or both.

          "Dollars" and "$" means dollars in lawful currency of the United
     States of America.

          "Effective Date" has the meaning assigned to such term in Section 3.1.

          "Effective Federal Funds Rate" means, for any day, the weighted
     average of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or, if
     such rate is not so published for any day which is a Business Day, the
     average of the quotations for such day on such transactions received by the
     Administrative Agent from three Federal funds brokers of recognized
     standing selected by it.

          "Eligible Assignee" means, with respect to any particular assignment
     under Section 9.7, any bank or other financial institution approved in
     writing by the Company expressly with respect to such assignment and,
     except as to such an assignment by Chase so long as Chase is the
     Administrative Agent hereunder, the Administrative Agent as an Eligible
     Assignee for purposes of this Agreement, provided that (i) neither the
     Administrative Agent's nor the Company's approval shall be unreasonably
     withheld and


<PAGE>   12
                                                                               7


     (ii) neither the Administrative Agent's nor the Company's approval shall be
     required if the assignee is another Lender or an Affiliate of the assigning
     Lender.

          "EPNGC" has the meaning assigned to such term in the preamble hereof.

          "EPTPC" means El Paso Tennessee Pipeline Co., a Delaware corporation.

          "EPTPC Facility" means the $3,000,000,000 Revolving Credit and
     Competitive Advance Facility Agreement, dated as of November 4, 1996, among
     EPTPC, the several financial institutions from time to time parties
     thereto, and The Chase Manhattan Bank, as administrative agent and CAF
     advance agent thereunder, as the same may be amended, modified or
     supplemented from time to time.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and the regulations promulgated and rulings
     issued from time to time thereunder.

          "ERISA Affiliate" means any Person who is a member of the Company's
     controlled group within the meaning of Section 4001(a)(14)(A) of ERISA.

          "Eurocurrency Liabilities" has the meaning assigned to that term in
     Regulation D of the Board of Governors of the Federal Reserve System, as in
     effect from time to time.

          "Eurodollar Rate" means, for any Interest Period for each Eurodollar
     Rate Advance comprising part of the same Borrowing, an interest rate per
     annum equal to the rate which appears on Page 3750 of the Telerate Service
     (or on any successor or substitute page of such service, or any successor
     to or substitute for such service providing rate quotations comparable to
     those currently provided on such page of such service, as determined by the
     Administrative Agent from time to time for purposes of providing quotations
     of interest rates applicable to Dollar deposits in the London interbank
     market) as at approximately 11:00 A.M. (London, England time) two Business
     Days before the first day of such Interest Period as the rate for Dollar
     deposits with a maturity comparable to such Interest Period; provided that
     if such rate is not available at such time for any reason, the Eurodollar
     Rate for such Borrowing for such Interest Period shall be the interest rate
     per annum equal to the average (rounded upward to the nearest whole
     multiple of 1/16 of 1% per annum, if such average is not such a multiple)
     of the rate per annum at which deposits in Dollars are offered by the
     principal office of each of the Reference Lenders in London, England, to
     prime banks in the London interbank market as at approximately 11:00 A.M.
     (London, England time) two Business Days before the first day of such
     Interest Period, in an approximate amount of each such Reference Lender's
     share of the relevant Borrowing for the applicable Interest Period. The
     Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance
     comprising part of the same Borrowing, when being determined pursuant to
     the foregoing proviso clause, shall be determined by the Administrative
     Agent on the basis of applicable rates furnished to and received by the
     Administrative Agent from the Reference Lenders two Business


<PAGE>   13
                                                                               8


     Days before the first day of such Interest Period, subject, however, to the
     provisions of Section 2.13.

          "Eurodollar Rate Advance" means an Advance which bears interest
     determined by reference to the Eurodollar Rate, as provided in Section
     2.11(a)(ii).

          "Eurodollar Reserve Percentage" for any Lender for any Interest Period
     for any Eurodollar Rate Advance means the reserve percentage applicable
     during such Interest Period under regulations issued from time to time by
     the Board of Governors of the Federal Reserve System (or if more than one
     such percentage shall be so applicable, the daily average of such
     percentages for those days in such Interest Period during which any such
     percentage shall be so applicable) for determining the maximum reserve
     requirement (including, but not limited to, any emergency, supplemental or
     other marginal reserve requirement) for such Lender with respect to
     liabilities or assets consisting of or including Eurocurrency Liabilities
     having a term equal to such Interest Period.

          "Events of Default" has the meaning assigned to such term in Section
     7.1.

          "Excluded Acquisition Debt" means (a) Debt, Guaranties or
     reimbursement obligations of any corporation acquired by the Company or any
     of its Subsidiaries and which Debt, Guaranties or reimbursement obligations
     exist immediately prior to such acquisition (provided that (i) such Debt,
     Guaranties or reimbursement obligations are not incurred solely in
     anticipation of such acquisition and (ii) immediately prior to such
     acquisition such corporation is not a Subsidiary of the Company), (b) Debt,
     Guaranties or reimbursement obligations of EPTPC and its Subsidiaries in
     existence on the date of the merger of El Paso Tennessee Pipeline Company
     with El Paso Merger Company or (c) Debt, Guaranties or reimbursement
     obligations in respect of any asset acquired by the Company or any of its
     Subsidiaries and which Debt, Guaranties or reimbursement obligations exists
     immediately prior to such acquisition (provided that (i) such Debt,
     Guaranties or reimbursement obligations are not incurred solely in
     anticipation of such acquisition and (ii) immediately prior to such
     acquisition such asset is not an asset of the Company or any of its
     Subsidiaries).

          "Existing 364-Day Facility" means the $750,000,000 364-Day Revolving
     Credit and Competitive Advance Facility Agreement dated as of October 29,
     1997, as the same has been or may be amended, supplemented or otherwise
     modified prior to the Closing Date, among the Company, EPNGC, Tennessee the
     several financial institutions from time to time parties thereto, Chase, as
     Administrative Agent and CAF Advance Agent, Citibank, N.A., as
     Documentation Agent and Morgan Guaranty Trust Company of New York, as
     Syndication Agent.

          "Existing 5-Year Facility" means the $750,000,000 5-Year Revolving
     Credit and Competitive Advance Facility Agreement, dated as of October 29,
     1997, among the Company, EPNGC, Tennessee, the banks and other lenders
     parties thereto, Chase, as Administrative Agent and CAF Advance Agent,
     Citibank, N.A., as Documentation Agent


<PAGE>   14
                                                                               9


     and Morgan Guaranty Trust Company of New York, as Syndication Agent, as the
     same has been and may be amended, supplemented and modified from time to
     time.

          "Exposure" means (a) with respect to an Objecting Lender at any time,
     the aggregate outstanding principal amount of its Revolving Credit Advances
     and (b) with respect to any other Lender at any time, the maximum amount of
     the Commitment of such Lender.

          "Extension Request" means each request by the Borrowers made pursuant
     to Section 2.23 for the Lenders to extend the Stated Termination Date,
     which shall contain the information in respect of such extension specified
     in Exhibit M and shall be delivered to the Administrative Agent in writing.

          "Facility Fee Commencement Date" means the date hereof.

          "FERC" means the Federal Energy Regulatory Commission, or any agency
     or authority of the United States from time to time succeeding to its
     function.

          "Fixed Rate CAF Advance" means any CAF Advance made pursuant to a
     Fixed Rate CAF Advance Request.

          "Fixed Rate CAF Advance Request" means any CAF Advance Request
     requesting the CAF Advance Lenders to offer to make CAF Advances at a fixed
     rate (as opposed to a rate composed of the Applicable LIBO Rate plus (or
     minus) a margin).

          "Guaranty", "Guaranteed" and "Guaranteeing" each means any act by
     which any Person assumes, guarantees, endorses or otherwise incurs direct
     or contingent liability in connection with, or agrees to purchase or
     otherwise acquire or otherwise assures a creditor against loss in respect
     of, any Debt or Project Financing of any Person other than the Company or
     any of its consolidated Subsidiaries (excluding (a) any liability by
     endorsement of negotiable instruments for deposit or collection or similar
     transactions in the ordinary course of business, (b) any liability in
     connection with obligations of the Company, any of its consolidated
     Subsidiaries, including, without limitation, obligations under any
     conditional sales agreement, equipment trust financing or equipment lease,
     and (c) any such act in connection with a Project Financing that either (i)
     guarantees performance of the completion of the project which is financed
     by such Project Financing, until such time, if any, that such guaranty
     becomes a guaranty of payment of such Project Financing (other than a
     guaranty of payment of the type referred to in subclause (ii) below) or
     (ii) is contingent upon, or the obligation to pay or perform under which is
     contingent upon, the occurrence of any event other than or in addition to
     the passage of time or any Project Financing becoming due (any such act
     referred to in this clause (c) being a "Contingent Guaranty"); provided,
     however, that for purposes of this definition the liability of the Company
     or any of its Subsidiaries with respect to any obligation as to which a
     third party or parties are jointly, or jointly and severally, liable as


<PAGE>   15
                                                                              10


     a guarantor or otherwise as contemplated hereby and have not defaulted on
     its or their portions thereof, shall be only its pro rata portion of such
     obligation.

          "Indebtedness" of any Person means, without duplication (a)
     indebtedness of such Person for borrowed money, (b) obligations of such
     Person (other than any portion of any trade payable obligation of such
     Person which shall not have remained unpaid for 91 days or more from the
     original due date of such portion) to pay the deferred purchase price of
     property or services, and (c) obligations of such Person as lessee under
     leases which shall have been or should be, in accordance with generally
     accepted accounting principles, recorded as capital leases, except that
     where such indebtedness or obligation of such Person is made jointly, or
     jointly and severally, with any third party or parties other than any
     consolidated Subsidiary of such Person, the amount thereof for the purposes
     of this definition only shall be the pro rata portion thereof payable by
     such Person, so long as such third party or parties have not defaulted on
     its or their joint and several portions thereof.

          "Indemnified Party" means any or all of the Lenders, the
     Administrative Agent and the CAF Advance Agent.

          "Interest Period" means, for each Eurodollar Rate Advance comprising
     part of the same Borrowing, the period beginning on the date of such
     Advance or the date of the Conversion of any Advance into such an Advance
     and ending on the last day of the period selected by the applicable
     Borrower pursuant to the provisions below and, thereafter, each subsequent
     period commencing on the last day of the immediately preceding Interest
     Period and ending on the last day of the period selected by the applicable
     Borrower pursuant to the provisions below. The duration of each such
     Interest Period shall be one, two, three or six months, or, subject to
     availability to each Lender, nine or twelve months, in each case as the
     applicable Borrower may, upon notice received by the Administrative Agent
     not later than 12:00 noon (New York City time) on the third Business Day
     prior to the first day of such Interest Period with respect to Eurodollar
     Rate Advances, select; provided, however, that:

                 (a) the duration of any Interest Period which commences before
         the first anniversary of the Termination Date and would otherwise end
         after the first anniversary of the Termination Date shall end on the
         first anniversary of the Termination Date;

                 (b) if the last day of such Interest Period would otherwise
          occur on a day which is not a Business Day, such last day shall be
          extended to the next succeeding Business Day, except if such extension
          would cause such last day to occur in a new calendar month, then such
          last day shall occur on the next preceding Business Day;

                 (c) Interest Periods commencing on the same date for Advances
          comprising the same Borrowing shall be of the same duration; and


<PAGE>   16
                                                                              11


                 (d) with respect to Advances made by an Objecting Lender, no
          Interest Period with respect to such Advances shall end after the
          first anniversary of such Objecting Lender's Commitment Expiration
          Date.

          "Joinder Agreement" means a Joinder Agreement, substantially in the
     form of Exhibit J hereto, duly executed and delivered by the Company and
     the Borrowing Subsidiary party thereto.

          "Lenders" has the meaning assigned to such term in the preamble
     hereof.

          "LIBO Rate CAF Advance" means any CAF Advance made pursuant to a LIBO
     Rate CAF Advance Request.

          "LIBO Rate CAF Advance Request" means any CAF Advance Request
     requesting the CAF Advance Lenders to offer to make CAF Advances at an
     interest rate equal to the Applicable LIBO Rate plus (or minus) a margin.

          "Lien" means any lien, security interest or other charge or
     encumbrance, or any assignment of the right to receive income, or any other
     type of preferential arrangement, in each case to secure any Indebtedness
     or any Guaranty of any Person.

          "Majority Lenders" means Lenders the Commitment Percentages of which
     aggregate at least 51%, provided, that at any time after the Commitment
     Expiration Date with respect to any Objecting Lender (but prior to the
     termination of all the Commitments), "Majority Lenders" shall mean Lenders
     whose Exposure aggregates at least 51% of the aggregate Exposure of all the
     Lenders.

          "Margin Stock" means "margin stock" as defined in Regulation U of the
     Board of Governors of the Federal Reserve System, as in effect from time to
     time.

          "Material Adverse Effect" means a material adverse effect on the
     financial condition or operations of the Company and its consolidated
     Subsidiaries on a consolidated basis.

          "Material Subsidiary" means any Subsidiary of the Company (other than
     a Project Financing Subsidiary) that itself (on an unconsolidated,
     stand-alone basis) owns in excess of 10% of the consolidated net property,
     plant and equipment of the Company and its consolidated Subsidiaries.

          "Mojave" means Mojave Pipeline Company.

          "Moody's Bond Rating", with respect to any Borrower, means for any day
     the Bond Rating of such Borrower, if any, established by Moody's Investors
     Service, Inc. as in effect at 11:00 A.M., New York City time, on such day.


<PAGE>   17
                                                                              12


          "Multiemployer Plan" means a "multiemployer plan" as defined in
     Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate is
     making or accruing an obligation to make contributions, or has within any
     of the preceding five plan years made or accrued an obligation to make
     contributions and in respect of which the Company or an ERISA Affiliate has
     any liability (contingent or otherwise), such plan being maintained
     pursuant to one or more collective bargaining agreements.

          "Multiple Employer Plan" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, which (a) is maintained for employees of the
     Company or an ERISA Affiliate and at least one Person other than the
     Company and its ERISA Affiliates or (b) was so maintained and in respect of
     which the Company or an ERISA Affiliate could have liability under Section
     4064 or 4069 of ERISA in the event such plan has been or were to be
     terminated.

          "Net Worth" means with respect to the Company, as of any date of
     determination, the sum of the preferred stock and stockholders' equity of
     the Company as shown on the most recent consolidated balance sheet of the
     Company delivered pursuant to Section 5.3.

          "Note" has the meaning assigned to such term in Section 2.3(d).

          "Notice of Borrowing" has the meaning specified in Section 2.2(a).

          "Obligations" means the collective reference to the unpaid principal
     of and interest on the Advances and the Notes and all other financial
     liabilities of the Borrowers to the Administrative Agent, the CAF Advance
     Agent and the Lenders (including, without limitation, interest accruing at
     the then applicable rate provided in this Agreement after the maturity of
     the Advances and interest accruing at the then applicable rate provided in
     this Agreement after the filing of any petition in bankruptcy, or the
     commencement of any insolvency, reorganization or like proceeding, relating
     to any Borrower whether or not a claim for post-filing or post-petition
     interest is allowed in such proceeding), whether direct or indirect,
     absolute or contingent, due or to become due, or now existing or hereafter
     incurred, which may arise under, out of, or in connection with, this
     Agreement or the Notes, in each case whether on account of principal,
     interest, reimbursement obligations, fees, indemnities, costs, expenses or
     otherwise (including, without limitation, all fees and disbursements of
     counsel to the Administrative Agent, the CAF Advance Agent or to the
     Lenders that are required to be paid by any Borrower pursuant to this
     Agreement).

          "Objecting Lenders" has the meaning assigned to such term in Section
     2.23(a).

          "Other Taxes" has the meaning assigned to such term in Section
     2.20(b).

          "Party" has the meaning assigned to such term in Section 9.8.

          "PBGC" means the Pension Benefit Guaranty Corporation (or any
     successor).


<PAGE>   18
                                                                              13


          "Permitted Claims" has the meaning assigned to such term in Section
     9.9(a).

          "Person" means an individual, partnership, corporation (including a
     business trust), joint stock company, trust, unincorporated association,
     joint venture or other entity, or a country or any political subdivision
     thereof or any agency or instrumentality of such country or subdivision.

          "Plan" means a Single Employer Plan or a Multiple Employer Plan.

          "Prime Rate" means the rate of interest per annum publicly announced
     from time to time by Chase as its prime rate in effect at its principal
     office in New York City. The Prime Rate is not intended to be the lowest
     rate of interest charged by Chase in connection with extensions of credit
     to debtors.

          "Principal Subsidiary" means, at any time, any Subsidiary of the
     Company (other than a Project Financing Subsidiary) either (a) having
     assets that are, or owning Subsidiaries with assets that together with its
     assets are, at such time greater than or equal to 5% of the consolidated
     assets of the Company and its consolidated Subsidiaries at such time or (b)
     constituting a Borrowing Subsidiary.

          "Process Agent" has the meaning specified in Section 9.9(a).

          "Project Financing" means any Indebtedness incurred to finance a
     project, other than any portion of such Indebtedness permitting or
     providing for recourse against the Company or any of its Subsidiaries other
     than (a) recourse to the stock or assets of the Project Financing
     Subsidiary, if any, incurring or Guaranteeing such Indebtedness, and (b)
     such recourse as exists under any Contingent Guaranty.

          "Project Financing Subsidiary" means any Subsidiary of the Company
     whose principal purpose is to incur Project Financing, or to become a
     partner, member or other equity participant in a partnership, limited
     liability company or other entity so created, and substantially all the
     assets of which Subsidiary, partnership limited liability company or other
     entity are limited to those assets being financed (or to be financed) in
     whole or in part by a Project Financing.

          "Rating Agency" means any of Moody=s Investors Service, Inc. and
     Standard & Poor=s Ratings Group; collectively the "Rating Agencies".

          "Receivables Purchase and Sale Agreement" means the collective
     reference to (a) the Receivables Purchase and Sale Agreement dated as of
     January 14, 1992 among EPNGC, CIESCO L.P., a New York limited partnership,
     Corporate Asset Funding Company, a Delaware corporation and Citicorp North
     America, Inc., as agent, as amended as of the date hereof, and (b) the
     Amended and Restated Receivables Sale Agreement dated as of December 31,
     1996 among El Paso Energy Credit Corporation, Asset Securitization
     Cooperative Corporation and Canadian Imperial Bank of Commerce,


<PAGE>   19
                                                                              14


     as administrative agent, as such Agreement may be amended, supplemented,
     restated or otherwise modified from time to time, provided that no such
     amendment, supplement, restatement or modification shall change the scope
     of such Agreement from that of a receivables securitization transaction.

          "Reference Lenders" means Chase, Citibank, N.A., ABN Amro Bank, N.V.
     and Bank of America, N.A..

          "Register" has the meaning specified in Section 9.7(c).

          "Required Lenders" means Lenders (a) which are not Objecting Lenders
     with respect to any previous Extension Request and (b) which have
     Commitment Percentages aggregating at least 66-2/3% of the aggregate
     Commitment Percentages of such non-Objecting Lenders.

          "Revolving Credit Advances" has the meaning assigned to
     such term in Section 2.1.

          "S&P Bond Rating", with respect to any Borrower, means for any day the
     Bond Rating of such Borrower, if any, established by Standard & Poor's
     Ratings Group as in effect at 11:00 A.M., New York City time, on such day.

          "Single Employer Plan" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
     Company or an ERISA Affiliate and no Person other than the Company and its
     ERISA Affiliates or (b) was so maintained and in respect of which the
     Company or an ERISA Affiliate could have liability under Section 4069 of
     ERISA in the event such plan has been or were to be terminated.

          "Sonat Agreement" means the Credit Agreement dated as of April 15,
     1999 among Sonat Inc., the banks party thereto, Chase, as Administrative
     Agent thereunder, Bank of America National Trust and Savings Association,
     as Syndication Agent thereunder and Suntrust Bank, Atlanta, as
     Documentation Agent thereunder, as amended, supplemented or otherwise
     modified from time to time.

          "Stated Termination Date" means August 14, 2000 or such later date as
     shall be determined pursuant to the provisions of Section 2.23 with respect
     to non-Objecting Lenders.

          "Subsidiary" means, as to any Person, any corporation of which at
     least a majority of the outstanding stock having by the terms thereof
     ordinary voting power to elect a majority of the board of directors of such
     corporation (irrespective of whether or not at the time stock of any other
     class or classes of such corporation shall or might have voting power by
     reason of the happening of any contingency) is at the time directly or
     indirectly

<PAGE>   20
                                                                              15


     beneficially owned or controlled by such Person or one or more of its
     Subsidiaries or such Person and one or more of the Subsidiaries of such
     Person.

          "Syndication Agent" has the meaning assigned to such term in the
     preamble hereof.

          "Taxes" has the meaning assigned to such term in Section 2.20(a).

          "Tennessee" has the meaning assigned to such term in the preamble
     hereof, and its successors.

          "Termination Date" means the earlier of (a) the Stated Termination
     Date and (b) the date of termination in whole of the Commitments pursuant
     to Section 2.9 or 7.1.

          "Termination Event" means (a) a Areportable event," as such term is
     described in Section 4043 of ERISA (other than a "reportable event" not
     subject to the provision for 30-day notice to the PBGC under subsection
     .11, .12, .13, .14, .16, .18, .19 or .20 of PBGC Reg. ' 2615), or an event
     described in Section 4062(e) of ERISA, or (b) the withdrawal of the Company
     or any ERISA Affiliate from a Multiple Employer Plan during a plan year in
     which it was a "substantial employer," as such term is defined in Section
     4001(a)(2) of ERISA or the incurrence of liability by the Company or any
     ERISA Affiliate under Section 4064 of ERISA upon the termination of a
     Multiple Employer Plan, or (c) the filing of a notice of intent to
     terminate a Plan or the treatment of a Plan amendment as a termination
     under Section 4041 of ERISA, or (d) the institution of proceedings to
     terminate a Plan by the PBGC under Section 4042 of ERISA, or (e) the
     conditions set forth in Section 302(f)(1)(A) and (B) of ERISA to the
     creation of a lien upon property or rights to property of the Company or
     any ERISA Affiliate for failure to make a required payment to a Plan are
     satisfied, or (f) the adoption of an amendment to a Plan requiring the
     provision of security to such Plan, pursuant to Section 307 of ERISA, or
     (g) the occurrence of any other event or the existence of any other
     condition which would reasonably be expected to result in the termination
     of, or the appointment of a trustee to administer, any Plan under Section
     4042 of ERISA.

          "Three-Month Secondary CD Rate" means, for any day, the secondary
     market rate (adjusted to the basis of a year of 365 or 366 days, as the
     case may be) for three-month certificates of deposit reported as being in
     effect on such day (or, if such day shall not be a Business Day, the next
     preceding Business Day) by the Board of Governors of the Federal Reserve
     System (the "Board") through the public information telephone line of the
     Federal Reserve Bank of New York (which rate will, under the current
     practices of the Board, be published in Federal Reserve Statistical Release
     H.15(519) during the week following such day), or, if such rate shall not
     be so reported on such day or such next preceding Business Day, the average
     of the secondary market quotations for three-month certificates of deposit
     of major money center banks in New York City received at approximately
     10:00 A.M., New York City time, on such day (or, if such day shall not be a
     Business Day, on the next preceding Business Day) by the Administrative
     Agent from


<PAGE>   21
                                                                              16


     three New York City negotiable certificate of deposit dealers of recognized
     standing selected by it.

          "Type" means (a) as to any Revolving Credit Advance, its nature as a
     Base Rate Advance or a Eurodollar Rate Advance and (b) as to any CAF
     Advance, its nature as a Fixed Rate CAF Advance or a LIBO Rate CAF Advance.

          "Withdrawal Liability" has the meaning given such term under Part 1 of
     Subtitle E of Title IV of ERISA.

          SECTION 1.2 Computation of Time Periods. Unless otherwise stated in
this Agreement, in the computation of a period of time from a specified date to
a later specified date, the word "from" means "from and including" and the words
"to" and "until" each means "to but excluding."

          SECTION 1.3 Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles either (a) consistent with those principles applied in the
preparation of the financial statements referred to in Section 4.1(e) or (b) not
materially inconsistent with such principles (so that no covenant contained in
Section 5.1 or 5.2 would be calculated or construed in a materially different
manner or with materially different results than if such covenant were
calculated or construed in accordance with clause (a) of this Section 1.3).

          SECTION 1.4 References. The words "hereof", "herein" and "hereunder"
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Article, Section, Schedule and Exhibit references are to this Agreement unless
otherwise specified.


                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 2.1 The Revolving Credit Advances. Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make revolving
credit advances ("Revolving Credit Advances") to the Borrowers or any one or
more of them from time to time on any Business Day during the period from the
date hereof to and including the Termination Date in an aggregate amount not to
exceed at any time outstanding the amount of such Lender's Commitment; provided
that the aggregate amount of the Advances (other than Advances of Objecting
Lenders) outstanding shall not at any time exceed the aggregate amount of the
Commitments. Each Borrowing shall be in an aggregate amount of $5,000,000 in the
case of a Borrowing comprised of Base Rate Advances and $20,000,000 in the case
of a Borrowing comprised of Eurodollar Rate Advances, or, in each case, an
integral multiple of $1,000,000 in excess thereof (or, in the case of a
Borrowing of Base Rate Advances, the aggregate unused Commitments, if less) and
shall consist of Revolving Credit Advances of the same Type made on

<PAGE>   22
                                                                              17


the same day by the Lenders ratably according to their respective Commitments.
Within the limits of each Lender's Commitment, any Borrower may make more than
one Borrowing on any Business Day and may borrow, repay pursuant to Section 2.10
or prepay pursuant to Section 2.15, and reborrow under this Section 2.1.

          SECTION 2.2 Making the Revolving Credit Advances. (a) Each Borrowing
of Revolving Credit Advances shall be made on notice by the Company on its own
behalf or the Company on behalf of another Borrower, to the Administrative Agent
(a "Notice of Borrowing") received by the Administrative Agent, (i) in the case
of a proposed Borrowing comprised of Base Rate Advances, not later than 10:00
A.M. (New York City time) on the Business Day of such proposed Borrowing and
(ii) in the case of a proposed Borrowing comprised of Eurodollar Rate Advances,
not later than 12:00 noon (New York City time) on the third Business Day prior
to the date of such proposed Borrowing. Each Notice of Borrowing shall be by
telecopy or telephone (and if by telephone, confirmed promptly by telecopier),
in substantially the form of Exhibit B, specifying therein the requested (A)
Borrower, (B) date of such Borrowing, (C) Type of Revolving Credit Advances
comprising such Borrowing, (D) aggregate amount of such Borrowing, and (E) in
the case of a Borrowing comprised of Eurodollar Rate Advances, the initial
Interest Period for each such Advance. Each Lender shall, before 1:00 P.M. (New
York City time) on the date of such Borrowing, make available to the
Administrative Agent at its address at 270 Park Avenue, New York, New York,
10017, Reference: El Paso Energy Corporation, or at such other address
designated by notice from the Administrative Agent to the Lenders pursuant to
Section 9.2, in same day funds, such Lender's ratable portion of such Borrowing.
Immediately after the Administrative Agent's receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the
Administrative Agent will make such funds available to the applicable Borrower
at Chase, 270 Park Avenue, New York, New York, 10017, Account No. 323291503,
Reference: El Paso Energy Corporation, or at such other account of the
applicable Borrower maintained by the Administrative Agent (or any successor
Administrative Agent) designated by the applicable Borrower and agreed to by the
Administrative Agent (or such successor Administrative Agent), in same day
funds.

          (b) Each Notice of Borrowing shall be irrevocable and binding on the
applicable Borrower. In the case of any Borrowing which the related Notice of
Borrowing specified is to be comprised of Eurodollar Rate Advances, if such
Advances are not made as a result of any failure to fulfill on or before the
date specified for such Borrowing the applicable conditions set forth in Article
III, the applicable Borrower shall indemnify each Lender against any loss, cost
or expense incurred by such Lender as a result of such failure, including,
without limitation, any loss, cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to fund the Advance to be made by such Lender as part of such Borrowing.

          (c) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.2 and the Administrative Agent
<PAGE>   23
                                                                              18


may, in reliance upon such assumption, make available to the applicable Borrower
on such date a corresponding amount. If and to the extent such Lender shall not
have so made such ratable portion available to the Administrative Agent, such
Lender and the applicable Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the applicable Borrower until the date such amount is repaid to the
Administrative Agent, at the Effective Federal Funds Rate for such day. If such
Lender shall repay to the Administrative Agent such corresponding amount, such
amount so repaid shall constitute such Lender's Advance to the applicable
Borrower as part of such Borrowing for purposes of this Agreement.

          (d) The failure of any Lender to make the Advance to be made by it as
part of any Borrowing shall not relieve any other Lender of its obligation, if
any, hereunder to make its Advance on the date of such Borrowing, but no Lender
shall be responsible for the failure of any other Lender to make the Advance to
be made by such other Lender on the date of any Borrowing.

          SECTION 2.3 Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing
indebtedness of each Borrower to such Lender resulting from each Revolving
Credit Advance of such Lender to such Borrower from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time in respect of such Revolving Credit Advance.

          (b) The Administrative Agent shall maintain the Register pursuant to
Section 9.7(c), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Revolving Credit Advance made hereunder, the
Type thereof and each Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from each
Borrower on account of such Revolving Credit Advance to each Lender hereunder
and (iii) both the amount of any sum received by the Administrative Agent
hereunder from each Borrower and each Lender's share thereof.

          (c) The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 2.3(a) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of each Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of each Borrower to repay (with applicable interest) the Revolving
Credit Advances made to each such Borrower by such Lender in accordance with the
terms of this Agreement.

          (d) Each Borrower agrees that, upon the request to the Administrative
Agent by any Lender, such Borrower will execute and deliver to such Lender a
promissory note of such Borrower evidencing the Revolving Credit Advances of
such Lender to such Borrower, substantially in the form of Exhibit A with
appropriate insertions as to date and principal amount (a "Note").

<PAGE>   24
                                                                              19


          SECTION 2.4 CAF Advances. Subject to the terms and conditions of this
Agreement, the Borrowers or any one or more of them may borrow CAF Advances from
time to time during the CAF Advance Availability Period on any Business Day. The
Company shall, in consultation with the CAF Advance Agent, designate Lenders
from time to time as CAF Advance Lenders by written notice to the CAF Advance
Agent. The CAF Advance Agent shall transmit each such notice of designation
promptly to each designated CAF Advance Lender. CAF Advances shall be borrowed
in amounts such that the aggregate amount of Advances outstanding at any time
shall not exceed the aggregate amount of the Commitments at such time. Any CAF
Advance Lender may make CAF Advances in amounts which, individually and together
with the aggregate amount of other Advances of such CAF Advance Lender, exceed
such CAF Advance Lender's Commitment, and such CAF Advance Lender's CAF Advances
shall not be deemed to utilize such CAF Advance Lender's Commitment. Within the
limits and on the conditions hereinafter set forth with respect to CAF Advances,
the Borrowers from time to time may borrow, repay and reborrow CAF Advances.

          SECTION 2.5 Procedure for CAF Advance Borrowings. (a) A Borrower, or
the Company on behalf of a Borrower, shall request CAF Advances by delivering a
CAF Advance Request to the CAF Advance Agent, not later than 12:00 Noon (New
York City time) four Business Days prior to the date of the proposed Borrowing
(in the case of a LIBO Rate CAF Advance Request), and not later than 10:00 A.M.
(New York City time) one Business Day prior to the date of the proposed
Borrowing (in the case of a Fixed Rate CAF Advance Request). Each CAF Advance
Request may solicit bids for CAF Advances in an aggregate principal amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and having
not more than five alternative maturity dates. The maturity date for each CAF
Advance shall be not less than 7 days nor more than 360 days after the date of
the Borrowing therefor (and in any event shall be not later than the Stated
Termination Date); provided that each LIBO Rate CAF Advance shall mature one,
two, three or six months or, if available, nine [or twelve] months after the
date of the Borrowing therefor. The CAF Advance Agent shall notify each CAF
Advance Lender promptly by telecopy of the contents of each CAF Advance Request
received by the CAF Advance Agent.

          (b) In the case of a LIBO Rate CAF Advance Request, upon receipt of
notice from the CAF Advance Agent of the contents of such CAF Advance Request,
each CAF Advance Lender may elect, in its sole discretion, to offer irrevocably
to make one or more CAF Advances at the Applicable LIBO Rate plus (or minus) a
margin determined by such CAF Advance Lender in its sole discretion for each
such CAF Advance. Any such irrevocable offer shall be made by delivering a CAF
Advance Offer to the CAF Advance Agent, before 10:30 A.M. (New York City time)
on the day that is three Business Days before the date of the proposed
Borrowing, setting forth:

               (i) the maximum amount of CAF Advances for each maturity date and
     the aggregate maximum amount of CAF Advances for all maturity dates which
     such CAF Advance Lender would be willing to make (which amounts may,
     subject to Section 2.4, exceed such CAF Advance Lender's Commitment); and

<PAGE>   25
                                                                              20


               (ii) the margin above or below the Applicable LIBO Rate at which
     such CAF Advance Lender is willing to make each such CAF Advance.

The CAF Advance Agent shall advise the Company and the applicable Borrower
before 11:00 A.M. (New York City time) on the date which is three Business Days
before the proposed date of the Borrowing of the contents of each such CAF
Advance Offer received by it. If the CAF Advance Agent, in its capacity as a CAF
Advance Lender, shall elect, in its sole discretion, to make any such CAF
Advance Offer, it shall advise the Company and the applicable Borrower of the
contents of its CAF Advance Offer before 10:15 A.M. (New York City time) on the
date which is three Business Days before the proposed date of the Borrowing.

          (c) In the case of a Fixed Rate CAF Advance Request, upon receipt of
notice from the CAF Advance Agent of the contents of such CAF Advance Request,
each CAF Advance Lender may elect, in its sole discretion, to offer irrevocably
to make one or more CAF Advances at a rate of interest determined by such CAF
Advance Lender in its sole discretion for each such CAF Advance. Any such
irrevocable offer shall be made by delivering a CAF Advance Offer to the CAF
Advance Agent before 9:30 A.M. (New York City time) on the proposed date of the
Borrowing, setting forth:

               (i) the maximum amount of CAF Advances for each maturity date,
     and the aggregate maximum amount for all maturity dates, which such CAF
     Advance Lender would be willing to make (which amounts may, subject to
     Section 2.4, exceed such CAF Advance Lender's Commitment); and

               (ii) the rate of interest at which such CAF Advance Lender is
     willing to make each such CAF Advance.

The CAF Advance Agent shall advise the Company and the applicable Borrower
before 10:00 A.M. (New York City time) on the proposed date of the Borrowing of
the contents of each such CAF Advance Offer received by it. If the CAF Advance
Agent, in its capacity as a CAF Advance Lender, shall elect, in its sole
discretion, to make any such CAF Advance Offer, it shall advise the Company and
the applicable Borrower of the contents of its CAF Advance Offer before 9:15
A.M. (New York City time) on the proposed date of the Borrowing.

          (d) Before 11:30 A.M. (New York City time) three Business Days before
the proposed date of the Borrowing (in the case of CAF Advances requested by a
LIBO Rate CAF Advance Request) and before 10:30 A.M. (New York City time) on the
proposed date of the Borrowing (in the case of CAF Advances requested by a Fixed
Rate CAF Advance Request), the Company, in its absolute discretion, shall:

               (i) cancel such CAF Advance Request by giving the CAF Advance
     Agent telephone notice to that effect, or

               (ii) by giving telephone notice to the CAF Advance Agent
     (immediately confirmed by delivery to the CAF Advance Agent of a CAF
     Advance Confirmation in
<PAGE>   26
                                                                              21


     writing or by telecopy) (A) subject to the provisions of Section 2.5(e),
     accept one or more of the offers made by any CAF Advance Lender or CAF
     Advance Lenders pursuant to Section 2.5(b) or Section 2.5(c), as the case
     may be, of the amount of CAF Advances for each relevant maturity date and
     (B) reject any remaining offers made by CAF Advance Lenders pursuant to
     Section 2.5(b) or Section 2.5(c), as the case may be.

          (e) The Company's acceptance of CAF Advances in response to any CAF
Advance Request shall be subject to the following limitations:

               (i) the amount of CAF Advances accepted for each maturity date
     specified by any CAF Advance Lender in its CAF Advance Offer shall not
     exceed the maximum amount for such maturity date specified in such CAF
     Advance Offer;

               (ii) the aggregate amount of CAF Advances accepted for all
     maturity dates specified by any CAF Advance Lender in its CAF Advance Offer
     shall not exceed the aggregate maximum amount specified in such CAF Advance
     Offer for all such maturity dates;

               (iii) the Company may not accept offers for CAF Advances for any
     maturity date in an aggregate principal amount in excess of the maximum
     principal amount requested in the related CAF Advance Request; and

               (iv) if the Company accepts any of such offers, it must accept
     offers based solely upon pricing for such relevant maturity date and upon
     no other criteria whatsoever and if two or more CAF Advance Lenders submit
     offers for any maturity date at identical pricing and the Company accepts
     any of such offers but does not wish to (or by reason of the limitations
     set forth in Section 2.4 or in Section 2.5(e)(iii), cannot) borrow the
     total amount offered by such CAF Advance Lenders with such identical
     pricing, the Company shall accept offers from all of such CAF Advance
     Lenders in amounts allocated among them pro rata according to the amounts
     offered by such CAF Advance Lenders (or as nearly pro rata as shall be
     practicable after giving effect to the requirement that CAF Advances made
     by a CAF Advance Lender on a date of the Borrowing for each relevant
     maturity date shall be in a principal amount of $5,000,000 or an integral
     multiple of $1,000,000 in excess thereof; provided that if the number of
     CAF Advance Lenders that submit offers for any maturity date at identical
     pricing is such that, after the Company accepts such offers pro rata in
     accordance with the foregoing, the CAF Advance to be made by such CAF
     Advance Lenders would be less than $5,000,000 principal amount, the number
     of such CAF Advance Lenders shall be reduced by the CAF Advance Agent by
     lot until the CAF Advances to be made by such remaining CAF Advance Lenders
     would be in a principal amount of $5,000,000 or an integral multiple of
     $1,000,000 in excess thereof).

          (f) If the Company notifies the CAF Advance Agent that a CAF Advance
Request is cancelled pursuant to Section 2.5(d)(i), the CAF Advance Agent shall
give prompt telephone notice thereof to the CAF Advance Lenders.

<PAGE>   27
                                                                              22


          (g) If the Company accepts pursuant to Section 2.5(d)(ii) one or more
of the offers made by any CAF Advance Lender or CAF Advance Lenders, the CAF
Advance Agent promptly shall notify each CAF Advance Lender which has made such
a CAF Advance Offer of (i) the aggregate amount of such CAF Advances to be made
on such Borrowing Date for each maturity date and (ii) the acceptance or
rejection of any offers to make such CAF Advances made by such CAF Advance
Lender. Before 1:00 P.M. (New York City time) on the date of the Borrowing
specified in the applicable CAF Advance Request, each CAF Advance Lender whose
CAF Advance Offer has been accepted shall make available to the Administrative
Agent at its office set forth in Section 9.2 the amount of CAF Advances to be
made by such CAF Advance Lender, in same day funds. The Administrative Agent
will make such funds available to the applicable Borrower as soon as practicable
on such date at the Administrative Agent's aforesaid address. As soon as
practicable after each Borrowing Date, the CAF Advance Agent shall notify each
Lender of the aggregate amount of CAF Advances advanced on such Borrowing Date
and the respective maturity dates thereof.

          (h) The failure of any CAF Advance Lender to make the CAF Advance to
be made by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its CAF Advance on the date of such
Borrowing, but no CAF Lender shall be responsible for the failure of any other
CAF Advance Lender to make the CAF Advance to be made by such CAF Advance Lender
on the date of any Borrowing.

          (i) A CAF Advance Request may request offers for CAF Advances to be
made on not more than one Borrowing Date and to mature on not more than five CAF
Advance Maturity Dates. No CAF Advance Request may be submitted earlier than
five Business Days after submission of any other CAF Advance Request.

          SECTION 2.6 CAF Advance Payments. (a) The applicable Borrower shall
repay to the Administrative Agent, for the account of each CAF Advance Lender
which has made a CAF Advance to it, on the applicable CAF Advance Maturity Date
the then unpaid principal amount of such CAF Advance. The Borrowers shall not
have the right to prepay any principal amount of any CAF Advance.

          (b) The applicable Borrower shall pay interest on the unpaid principal
amount of each CAF Advance to it from the date of the Borrowing to the
applicable CAF Advance Maturity Date at the rate of interest specified in the
CAF Advance Offer accepted by the applicable Borrower in connection with such
CAF Advance (calculated on the basis of a 360-day year for actual days elapsed),
payable on each applicable CAF Advance Interest Payment Date.

          (c) If all or a portion of the principal amount of any CAF Advance
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue principal amount shall, without limiting any rights of
any Lender under this Agreement, bear interest from the date on which such
payment was due at a rate per annum which is 1% above the rate which would
otherwise be applicable pursuant to such CAF Advance until the stated maturity
date of such CAF Advance, and for each day thereafter at a rate per annum which
is 2%


<PAGE>   28
                                                                              23


above the Base Rate, in each case until paid in full (as well after as before
judgment). Interest accruing pursuant to this paragraph (c) shall be payable
from time to time on demand.

          SECTION 2.7 Evidence of Debt. Each Lender shall maintain in accordance
with its usual practice appropriate records evidencing indebtedness of each
Borrower to such Lender resulting from each CAF Advance of such Lender to such
Borrower from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time in respect of such CAF
Advance. The Administrative Agent shall maintain the Register pursuant to
Section 9.7(c) and a record therein for each Lender, in which shall be recorded
(i) the amount of each CAF Advance made by such Lender to each Borrower, the CAF
Advance Maturity Date thereof, the interest rate applicable thereto and each CAF
Advance Interest Payment Date applicable thereto, and (ii) the amount of any sum
received by the Administrative Agent hereunder from a Borrower on account of
such CAF Advance. The entries made in the Register and the records of each
Lender maintained pursuant to this Section 2.7 shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of each Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such record, or any error therein, shall not in any manner affect the
obligation of each Borrower to repay (with applicable interest) the CAF Advances
made by such Lender in accordance with the terms of this Agreement.

          SECTION 2.8 Fees. (a) The Company agrees to pay to the Administrative
Agent for the account of each Lender a facility fee for the period from and
including the Facility Fee Commencement Date until all Advances have been paid
in full and all Commitments have been terminated, computed at a variable rate
per annum on the average daily amount of the greater of (i) the Commitment of
such Lender and (ii) the outstanding principal amount of Revolving Credit
Advances of such Lender during the period for which payment is made, which rate
will vary according to the S&P Bond Rating for the Company and the Moody's Bond
Rating for the Company as follows:

<TABLE>
<CAPTION>
       Bond Rating                          Facility
      (S&P/Moody's)        Level            Fee Rate
     ----------------      -----            --------
<S>                        <C>              <C>
     A/A2 or higher           I               .070%
     A-/A3                   II               .080%
     BBB+/Baa1              III               .100%
     BBB/Baa2                IV               .125%
     BBB-/Baa3                V               .150%
     BB+/Ba1 or lower        VI               .200%;
</TABLE>

provided that (i) if the Bond Ratings of the Company do not fall within the same
Level, the rate applicable to such day will be the percentage opposite the Bond
Rating that is at the higher Level (Level I being the highest and Level VI being
the lowest), (ii) in the event a Bond Rating for the Company is not available
from one of the Rating Agencies, the rate shall be based on the Bond Rating of
the other Rating Agency, and (iii) in the event a Bond Rating for the Company is
available from none of the Rating Agencies, the rate will be the percentage
opposite Level VI.


<PAGE>   29
                                                                              24


Such facility fees shall be payable quarterly in arrears on the last day of each
March, June, September and December and on the Termination Date or such earlier
date on which the Commitments shall terminate as provided herein, and, if the
Lender is an Objecting Lender, on the Commitment Expiration Date applicable to
such Lender and on the first anniversary of the Termination Date (or if the
Lender is an Objecting Lender, the first anniversary of the Commitment
Expiration Date applicable to such Lender) or such earlier date on which the
Advances are repaid in full, commencing on the first of such dates to occur
after the date hereof.

          (b) The Company agrees to pay to Chase Securities Inc., the
Administrative Agent and the CAF Advance Agent the fees set forth in the letter,
dated as of July 12, 1999 from Chase Securities Inc. and Chase to the Company.

          SECTION 2.9 Reduction of the Commitments. The Company shall have the
right, upon at least three Business Days' notice to the Administrative Agent, to
terminate in whole or reduce ratably in part the unused portions of the
respective Commitments of the Lenders, provided that each partial reduction
shall be in the aggregate amount of $10,000,000 or any whole multiple of
$1,000,000 in excess thereof.

          SECTION 2.10 Repayment of Advances. The Borrowers shall repay to each
Lender on the first anniversary of the Termination Date the aggregate principal
amount of the Advances then owing to such Lender; provided that the Revolving
Credit Advances made by Objecting Lenders shall be repaid as provided in Section
2.23.

          SECTION 2.11 Interest on Revolving Credit Advances. (a) Ordinary
Interest. Each Borrower shall pay interest on the unpaid principal amount of
each Revolving Credit Advance of such Borrower owing to each Lender from the
date of such Advance until such principal amount is due (whether at stated
maturity, by acceleration or otherwise), at the following rates:

               (i) Base Rate Advances. During such periods as such Advance is a
     Base Rate Advance, a rate per annum equal at all times to the Base Rate in
     effect from time to time, payable quarterly in arrears on the last day of
     each March, June, September and December during such periods and on the
     date such Base Rate Advance shall be Converted or due (whether at stated
     maturity, by acceleration or otherwise).

               (ii) Eurodollar Rate Advances. During such periods as such
     Advance is a Eurodollar Rate Advance, at a rate per annum equal at all
     times during each Interest Period for such Advance to the sum of the
     Eurodollar Rate for such Interest Period plus the Applicable Eurodollar
     Rate Margin for such Borrower in effect from time to time, payable on the
     last day of each such Interest Period and, if any such Interest Period has
     a duration of more than three months, on each day which occurs during such
     Interest Period every three months from the first day of such Interest
     Period, and on the date such Advance shall be Converted or due (whether at
     stated maturity, by acceleration or otherwise).

<PAGE>   30
                                                                              25


          (b) Default Interest. The applicable Borrower shall pay interest on
the unpaid principal amount of each Revolving Credit Advance to it that is not
paid when due (whether at stated maturity, by acceleration or otherwise) from
the date on which such amount is due until such amount is paid in full, payable
on demand, at a rate per annum equal at all times (i) from such due date to the
last day of the then existing Interest Period in the case of each Eurodollar
Rate Advance, to 1% per annum above the interest rate per annum required to be
paid on such Advance immediately prior to the date on which such amount became
due, and (ii) from and after the last day of the then existing Interest Period,
and at all times in the case of any Base Rate Advance, to 1% per annum above the
Base Rate in effect from time to time.

          SECTION 2.12 Additional Interest on Eurodollar Rate Advances. If any
Lender shall determine in good faith that reserves under regulations of the
Board of Governors of the Federal Reserve System are required to be maintained
by it in respect of, or a portion of its costs of maintaining reserves under
such regulations is properly attributable to, one or more of its Eurodollar Rate
Advances, the applicable Borrower shall pay to such Lender additional interest
on the unpaid principal amount of each such Eurodollar Rate Advance to it (other
than any such additional interest accruing to a particular Lender in respect of
periods prior to the 30th day preceding the date notice of such interest is
given by such Lender as provided in this Section 2.12), payable on the same day
or days on which interest is payable on such Advance, at an interest rate per
annum equal at all times during each Interest Period for such Advance to the
excess of (i) the rate obtained by dividing the Eurodollar Rate for such
Interest Period by a percentage equal to 100% minus the Eurodollar Reserve
Percentage, if any, for such Lender for such Interest Period over (ii) the
Eurodollar Rate for such Interest Period. The amount of such additional interest
(if any) shall be determined by each Lender, and such Lender shall furnish
written notice of the amount of such additional interest to the Company and the
Administrative Agent, which notice shall be conclusive and binding for all
purposes, absent manifest error.

          SECTION 2.13 Interest Rate Determination. (a) Each Reference Lender
agrees to furnish to the Administrative Agent timely information for the purpose
of determining the Eurodollar Rate. If any one or more of the Reference Lenders
shall not furnish such timely information to the Administrative Agent for the
purpose of determining any such interest rate, the Administrative Agent shall
determine such interest rate on the basis of timely information furnished by the
remaining Reference Lenders.

          (b) The Administrative Agent shall give prompt notice to the Company
and the Lenders of the applicable interest rate determined by the Administrative
Agent for purposes of Section 2.11(a)(i) or (ii), and the applicable rate, if
any, furnished by each Reference Lender for the purpose of determining the
applicable interest rate under Section 2.11(a)(ii).

          (c) If fewer than two Reference Lenders furnish timely information to
the Administrative Agent for determining the Eurodollar Rate for any Eurodollar
Rate Advances,

               (i) the Administrative Agent shall give the Company and each
     Lender prompt notice thereof by telephone (confirmed in writing) that the
     interest rate cannot be determined for such Eurodollar Rate Advances,

<PAGE>   31
                                                                              26


               (ii) each such Advance will automatically, on the last day of the
     then existing Interest Period therefor, Convert into a Base Rate Advance
     (or if such Advance is then a Base Rate Advance, will continue as a Base
     Rate Advance), and

               (iii) the obligations of the Lenders to make, or to Convert
     Advances into, Eurodollar Rate Advances shall be suspended until the
     Administrative Agent shall notify the Company and the Lenders that the
     circumstances causing such suspension no longer exist.

          (d) If, with respect to any Eurodollar Rate Advances, the Majority
Lenders determine and give notice to the Administrative Agent that, as a result
of conditions in or generally affecting the London interbank eurodollar market,
the rates of interest determined on the basis of the Eurodollar Rate for any
Interest Period for such Advances will not adequately reflect the cost to such
Majority Lenders of making, funding or maintaining their respective Eurodollar
Rate Advances for such Interest Period, the Administrative Agent shall forthwith
so notify the Company and the Lenders, whereupon,

               (i) each such Advance will automatically, on the last day of the
     then existing Interest Period therefor, Convert into a Base Rate Advance,
     and

               (ii) the obligation of the Lenders to make, or to Convert
     Advances into, Eurodollar Rate Advances shall be suspended until the
     Administrative Agent shall notify the Company and the Lenders that the
     circumstances causing such suspension no longer exist.

          (e) If the applicable Borrower shall fail to select the duration of
any Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.1, the
Administrative Agent will forthwith so notify the applicable Borrower and the
Lenders and such Advances will automatically, on the last day of the then
existing Interest Period therefor, Convert into Base Rate Advances.

          (f) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $10,000,000, such Eurodollar Rate
Advances shall automatically Convert into Base Rate Advances, and on and after
such date the right of the applicable Borrower to Convert such Advances into
Eurodollar Rate Advances shall terminate; provided, however, that if and so long
as each such Eurodollar Rate Advance shall have the same Interest Period as
Eurodollar Rate Advances comprising another Borrowing or other Borrowings, and
the aggregate unpaid principal amount of all such Eurodollar Rate Advances shall
equal or exceed $20,000,000, the applicable Borrower shall have the right to
continue all such Advances as, or to Convert all such Advances into Eurodollar
Rate Advances having the same Interest Period.

          (g) If any Reference Lender shall for any reason no longer have a
Commitment or any Revolving Credit Advances, such Reference Lender shall
thereupon cease to be a Reference Lender, and if, as a result, there shall only
be one Reference Lender remaining,

<PAGE>   32
                                                                              27


the Administrative Agent (after consultation with the Company and the Lenders)
shall, by notice to the Company and the Lenders, designate another Lender as a
Reference Lender so that there shall at all times be at least two Reference
Lenders.

          SECTION 2.14 Voluntary Conversion of Advances. Any Borrower may on any
Business Day, upon notice given to the Administrative Agent, not later than
10:00 A.M. (New York City time) on the Business Day of the proposed Conversion
of Eurodollar Rate Advances to Base Rate Advances and not later than 12:00 noon
(New York City time) on the third Business Day prior to the date of the proposed
Conversion in the case of a Conversion of Base Rate Advances to Eurodollar Rate
Advances, and subject to the provisions of Sections 2.13, 2.16 and 2.18, Convert
all Advances of one Type comprising the same Borrowing into Advances of another
Type; provided, however, that any Conversion of any Eurodollar Rate Advances
into Base Rate Advances made on any day other than the last day of an Interest
Period for such Eurodollar Rate Advances shall be subject to the provisions of
Section 9.4(b); and provided, further, that no Revolving Credit Advance may be
converted into a Eurodollar Rate Advance after the date that is one month prior
to (a) in the case of a Revolving Credit Advance made by an Objecting Lender,
the first anniversary of such Objecting Lender's Commitment Expiration Date, and
(b) in the case of all Revolving Credit Advances, the first anniversary of the
Termination Date and provided, still further, that no Revolving Credit Advance
may be converted into a Eurodollar Rate Advance if an Event of Default has
occurred and is continuing. Each such notice of a Conversion shall, within the
restrictions specified above, specify (a) the date of such Conversion, (b) the
Advances to be Converted, and (c) if such Conversion is into Eurodollar Rate
Advances, the duration of the Interest Period for each such Advance.

          SECTION 2.15 Optional and Mandatory Prepayments. (a) Optional
Prepayments. Any Borrower may upon (i) in the case of Eurodollar Rate Advances,
at least two Business Days' notice and (ii) in the case of Base Rate Advances,
telephonic notice not later than 12:00 noon (New York City time) on the date of
prepayment, to the Administrative Agent which specifies the proposed date and
aggregate principal amount of the prepayment and the Type of Advances to be
prepaid, and if such notice is given such Borrower shall, prepay the outstanding
principal amounts of the Revolving Credit Advances comprising the same Borrowing
in whole or ratably in part, together with accrued interest to the date of such
prepayment on the amount prepaid; provided, however, that (A) each partial
prepayment shall be in an aggregate principal amount not less than $10,000,000
or an integral multiple of $1,000,000 in excess thereof and (B) in the event of
any such prepayment of Eurodollar Rate Advances on any day other than the last
day of an Interest Period for such Eurodollar Rate Advances, such Borrower shall
be obligated to reimburse the Lenders in respect thereof pursuant to, and to the
extent required by, Section 9.4(b); provided, further, however, that such
Borrower will use its best efforts to give notice to the Administrative Agent of
the proposed prepayment of Base Rate Advances on the Business Day prior to the
date of such proposed prepayment.

          (b) Mandatory Prepayments. If, at any time and from time to time, the
aggregate principal amount of Advances (other than Advances of Objecting
Lenders) then outstanding exceeds the Commitments of all the Lenders after
giving effect to any reduction of the Commitments pursuant to Section 2.9, the
Borrowers shall immediately prepay the Revolving


<PAGE>   33
                                                                              28


Credit Advances of Lenders (other than Objecting Lenders) (to the extent there
are such outstanding Revolving Credit Advances) by an amount equal to such
excess.

          SECTION 2.16 Increased Costs. (a) If, due to either (i) the
introduction after the date of this Agreement of or any change after the date of
this Agreement (including any change by way of imposition or increase of reserve
requirements or assessments other than those referred to in the definition of
"Eurodollar Reserve Percentage," "C/D Reserve Percentage" or "C/D Assessment
Rate" contained in Section 1.1) in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request issued or made
after the date of this Agreement from or by any central bank or other
governmental authority (whether or not having the force of law), in each case
above other than those referred to in Section 2.17, there shall be any increase
in the cost to any Lender of agreeing to make, fund or maintain, or of making,
funding or maintaining, Eurodollar Rate Advances funded in the interbank
Eurodollar market, then the Borrowers shall from time to time, upon demand by
such Lender (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender additional amounts
sufficient to reimburse such Lender for all such increased costs (except those
costs incurred more than 60 days prior to the date of such demand; for the
purposes hereof any cost or expense allocable to a period prior to the
publication or effective date of such an introduction, change, guideline or
request shall be deemed to be incurred on the later of such publication or
effective date). Each Lender agrees to use its best efforts promptly to notify
the Company of any event referred to in clause (i) or (ii) above, provided that
the failure to give such notice shall not affect the rights of any Lender under
this Section 2.16(a) (except as otherwise expressly provided above in this
Section 2.16(a)). A certificate as to the amount of such increased cost,
submitted to the Company and the Administrative Agent by such Lender, shall be
conclusive and binding for all purposes, absent manifest error. After one or
more Lenders have notified the Company of any increased costs pursuant to this
Section 2.16, the Company may specify by notice to the Administrative Agent and
the affected Lenders that, after the date of such notice whenever the election
of Eurodollar Rate Advances by the applicable Borrower for an Interest Period or
portion thereof would give rise to such increased costs, such election shall not
apply to the Revolving Credit Advances of such Lenders during such Interest
Period or portion thereof, and, in lieu thereof, such Revolving Credit Advances
shall during such Interest Period or portion thereof be Base Rate Advances. Each
Lender agrees to use its best efforts (including, without limitation, a
reasonable effort to change its lending office or to transfer its affected
Advances to an affiliate of such Lender) to avoid, or minimize the amount of,
any demand for payment from the Borrowers under this Section 2.16.

          (b) In the event that any Lender shall change its lending office and
such change results (at the time of such change) in increased costs to such
Lender, the Borrowers shall not be liable to such Lender for such increased
costs incurred by such Lender to the extent, but only to the extent, that such
increased costs shall exceed the increased costs which such Lender would have
incurred if the lending office of such Lender had not been so changed, but,
subject to subsection (a) above and to Section 2.18, nothing herein shall
require any Lender to change its lending office for any reason.

<PAGE>   34
                                                                              29


          SECTION 2.17 Increased Capital. If either (a) the introduction of or
any change in or in the interpretation of any law or regulation or (b)
compliance by any Lender with any guideline or request from any central bank or
other governmental authority (whether or not having the force of law) affects or
would affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and such Lender determines
that the amount of such capital is increased by or based upon the existence of
such Lender's commitment to lend hereunder and other commitments of this type,
then, within ten days after demand, and delivery to the Company of the
certificate referred to in the last sentence of this Section 2.17 by such Lender
(with a copy of such demand to the Administrative Agent), the applicable
Borrowers shall pay to the Administrative Agent for the account of such Lender,
from time to time as specified by such Lender, additional amounts sufficient to
compensate such Lender or such corporation in the light of such circumstances,
to the extent that such Lender reasonably determines such increase in capital to
be allocable to the existence of such Lender's commitment to lend hereunder
(except any such increase in capital incurred more than, or compensation
attributable to the period before, 90 days prior to the date of such demand; for
the purposes hereof any increase in capital allocable to, or compensation
attributable to, a period prior to the publication or effective date of such an
introduction, change, guideline or request shall be deemed to be incurred on the
later of such publication or effective date). Each Lender agrees to use its best
efforts promptly to notify the Company of any event referred to in clause (a) or
(b) above, provided that the failure to give such notice shall not affect the
rights of any Lender under this Section 2.17 (except as otherwise expressly
provided above in this Section 2.17). A certificate in reasonable detail as to
the basis for, and the amount of, such compensation submitted to the Company by
such Lender shall, in the absence of manifest error, be conclusive and binding
for all purposes.

          SECTION 2.18 Illegality. Notwithstanding any other provision of this
Agreement, if the introduction of or any change in or in the interpretation of
any law or regulation shall make it unlawful, or any central bank or other
governmental authority shall assert that it is unlawful, for any Lender or its
lending office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain such Advances hereunder, such Lender
may, by notice to the Company and the Administrative Agent, suspend the right of
the Borrowers to elect Eurodollar Rate Advances from such Lender and, if
necessary in the reasonable opinion of such Lender to comply with such law or
regulation, Convert all such Eurodollar Rate Advances of such Lender to Base
Rate Advances at the latest time permitted by the applicable law or regulation,
and such suspension and, if applicable, such Conversion shall continue until
such Lender notifies the Company and the Administrative Agent that the
circumstances making it unlawful for such Lender to perform such obligations no
longer exist (which such Lender shall promptly do when such circumstances no
longer exist). So long as the obligation of any Lender to make Eurodollar Rate
Advances has been suspended under this Section 2.18, all Notices of Borrowing
specifying Advances of such Type shall be deemed, as to such Lender, to be
requests for Base Rate Advances. Each Lender agrees to use its best efforts
(including, without limitation, a reasonable effort to change its lending office
or to transfer its affected Advances to an affiliate) to avoid any such
illegality.

<PAGE>   35
                                                                              30


          SECTION 2.19 Pro Rata Treatment, Payments and Computations. (a) Each
Borrowing by any Borrower in respect of Revolving Credit Advances (subject to
the provisions of Section 2.24(e)) shall be made pro rata according to the
respective Commitment Percentages of the Lenders. The Borrowers shall make each
payment hereunder (including, without limitation, under Section 2.6, 2.8, 2.10
or 2.11) and under the Notes, whether the amount so paid is owing to any or all
of the Lenders or to the Administrative Agent, not later than 12:00 noon (New
York City time) without setoff, counterclaim, or any other deduction whatsoever,
on the day when due in Dollars to the Administrative Agent at its address at 270
Park Avenue, New York, New York 10017, Reference: El Paso Energy Corporation, or
at such other location designated by notice to the Company from the
Administrative Agent and agreed to by the Company, in same day funds. The
Administrative Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal or interest or facility fees ratably (other
than amounts payable pursuant to Section 2.12, 2.16, 2.17, 2.18 or 2.20)
according to the respective amounts of such principal, interest or facility fees
then due and owing to the Lenders, and like funds relating to the payment of any
other amount payable to any Lender to such Lender, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.7(d), from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent shall make
all payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

          (b) All computations of interest based on the Prime Rate and of
facility fees shall be made by the Administrative Agent on the basis of a year
of 365 or 366 days, as the case may be, and all computations of interest based
on the Eurodollar Rate, the Base CD Rate or the Effective Federal Funds Rate
shall be made by the Administrative Agent, and all computations of interest
pursuant to Section 2.12 shall be made by each Lender with respect to its own
Advances, on the basis of a year of 360 days, in each case for the actual number
of days (including the first day but excluding the last day) occurring in the
period for which such interest or fees are payable. Each determination by the
Administrative Agent (or, in the case of Section 2.12, 2.16, 2.17, 2.18 or 2.20,
by each Lender with respect to its own Advances) of an interest rate or an
increased cost or increased capital or of illegality hereunder shall be
conclusive and binding for all purposes if made reasonably and in good faith.

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

          (d) Unless the Administrative Agent shall have received notice from
the Company or any other applicable Borrower prior to the date on which any
payment is due to the Lenders hereunder that the applicable Borrower will not
make such payment in full, the

<PAGE>   36
                                                                              31


Administrative Agent may assume that the applicable Borrower has made such
payment in full to the Administrative Agent on such date and the Administrative
Agent may, in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent the applicable Borrower shall not have so made such payment in
full to the Administrative Agent, each Lender shall repay to the Administrative
Agent forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at a rate equal to the Effective Federal Funds Rate for such day.

          SECTION 2.20 Taxes. (a) Any and all payments by the Borrowers
hereunder or under the Notes to each Indemnified Party shall be made, in
accordance with Section 2.19, free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding all taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, imposed by the jurisdiction under the laws of which such
Indemnified Party is organized, domiciled, resident or doing business, or any
political subdivision thereof or by any jurisdiction in which such Indemnified
Party holds any interest in connection with this Agreement or any Note
(including, without limitation, in the case of each Lender, the jurisdiction of
such Lender's lending office) or any political subdivision thereof, other than
by any jurisdiction with which the Indemnified Party's connection arises solely
from having executed, delivered or performed obligations or received a payment
under, or enforced, this Agreement or any Note (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If any Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Indemnified Party, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.20) such Indemnified
Party receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make or cause to be made such
deductions and (iii) such Borrower shall pay or cause to be paid the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law, provided that the Borrowers shall not be required to pay
any additional amount (and shall be relieved of any liability with respect
thereto) pursuant to this subsection (a) to any Indemnified Party that either
(A) on the date such Lender became an Indemnified Party hereunder, (I) was not
entitled to submit a U.S. Internal Revenue Service form 1001 (relating to such
Indemnified Party, and entitling it to a complete exemption from United States
withholding taxes on all amounts to be received by such Indemnified Party
pursuant to this Agreement) and a U.S. Internal Revenue Service form 4224
(relating to all amounts to be received by such Indemnified Party pursuant to
this Agreement) and (II) was not a United States person (as such term is defined
in Section 7701(a)(30) of the Internal Revenue Code) or (B) has failed to submit
any form or certificate that it was required to file or provide pursuant to
subsection (d) of this Section 2.20 and is entitled to file or give, as
applicable, under applicable law, provided, further, that should an Indemnified
Party become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrowers shall take such steps as such Indemnified Party shall
reasonably request to assist such Indemnified Party to recover such Taxes, and
provided, further, that each Indemnified Party, with respect to


<PAGE>   37
                                                                              32


itself, agrees to indemnify and hold harmless the Borrowers from any taxes,
penalties, interest and other expenses, costs and losses incurred or payable by
the Borrowers as a result of the failure of any of the Borrowers to comply with
its obligations under clause (ii) or (iii) above in reliance on any form or
certificate provided to it by such Indemnified Party pursuant to this Section
2.20. If any Indemnified Party receives a net credit or refund in respect of
such Taxes or amounts so paid by the Borrowers, it shall promptly notify the
Company of such net credit or refund and shall promptly pay such net credit or
refund to the applicable Borrower, provided that the applicable Borrower agrees
to return such net credit or refund if the Indemnified Party to which such net
credit or refund is applicable is required to repay it.

          (b) In addition, each Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made by such Borrower hereunder or
under the Notes or from the execution, delivery or performance of, or otherwise
with respect to, this Agreement or the Notes (hereinafter referred to as "Other
Taxes").

          (c) Each Borrower will indemnify each Indemnified Party and the
Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.20) paid by such Indemnified Party and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto except as a result of the gross negligence (which shall in any
event include the failure of such Indemnified Party to provide to the Borrowers
any form or certificate that it was required to provide pursuant to subsection
(d) below) or willful misconduct of such Indemnified Party, whether or not such
Taxes or Other Taxes were correctly or legally asserted. This indemnification
shall be made within 30 days from the date such Indemnified Party makes written
demand therefor.

          (d) On or prior to the date on which each Indemnified Party organized
under the laws of a jurisdiction outside the United States becomes an
Indemnified Party hereunder, such Indemnified Party shall provide the Company
with U.S. Internal Revenue Service form 1001 or 4224, as appropriate, or any
successor form prescribed by the U.S. Internal Revenue Service, certifying that
such Indemnified Party is fully exempt from United States withholding taxes with
respect to all payments to be made to such Indemnified Party hereunder, or other
documents satisfactory to the Company indicating that all payments to be made to
such Indemnified Party hereunder are fully exempt from such taxes. Thereafter
and from time to time (but only so long as such Indemnified Party remains
lawfully able to do so), each such Indemnified Party shall submit to the Company
such additional duly completed and signed copies of one or the other of such
Forms (or such successor Forms as shall be adopted from time to time by the
relevant United States taxing authorities) as may be (i) notified by any
Borrower to such Indemnified Party and (ii) required under then-current United
States law or regulations to avoid United States withholding taxes on payments
in respect of all amounts to be received by such Indemnified Party pursuant to
this Agreement or the Notes. Upon the request of any Borrower from time to time,
each Indemnified Party that is a United States person (as such term is defined
in Section 7701(a)(30) of the Internal Revenue Code) shall submit to the Company
a certificate to the effect that it is such a United States person. If any
Indemnified Party determines, as a


<PAGE>   38
                                                                              33


result of any change in applicable law, regulation or treaty, or in any official
application or interpretation thereof, that it is unable to submit to the
Company any form or certificate that such Indemnified Party is obligated to
submit pursuant to this subsection (d), or that such Indemnified Party is
required to withdraw or cancel any such form or certificate previously
submitted, such Indemnified Party shall promptly notify the Company of such
fact.

          (e) Any Indemnified Party claiming any additional amounts payable
pursuant to this Section 2.20 shall use its best efforts (consistent with its
internal policy and legal and regulatory restrictions) to change the
jurisdiction of its lending office if the making of such a change would avoid
the need for, or reduce the amount of, any such additional amounts which may
thereafter accrue and would not, in the reasonable judgment of such Indemnified
Party, be otherwise disadvantageous to such Indemnified Party.

          (f) Without prejudice to the survival of any other agreement of the
Borrowers hereunder, the agreements and obligations of the Borrowers and each
Indemnified Party contained in this Section 2.20 shall survive the payment in
full of principal and interest hereunder and under the Notes.

          (g) Any other provision of this Agreement to the contrary
notwithstanding, any amounts which are payable by any Borrower under this
Section 2.20 shall not be payable under Section 2.16.

          SECTION 2.21 Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Advances made by it (other than
pursuant to Section 2.12, 2.16, 2.17, 2.18 or 2.20) in excess of its ratable
share of payments on account of the Advances obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
the Advances made by them as shall be necessary to cause such purchasing Lender
to share the excess payment ratably with each of them, provided, however, that
if all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and each
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (a) the amount of such Lender's required
repayment to (b) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. Each Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of such Borrower in the amount of such
participation.

          SECTION 2.22 Use of Proceeds. Proceeds of the Advances may be used for
general corporate purposes of the Borrowers and their respective Subsidiaries,
including, without limitation, for acquisitions and for payment of commercial
paper issued by the Borrowers, to refinance the Existing 364-Day Facility, and,
upon the merger of the Company (or a wholly owned Subsidiary of the Company)
with Sonat, Inc., to refinance the Sonat Agreement.

<PAGE>   39
                                                                              34


          SECTION 2.23 Extension of Stated Termination Date. (a) Not less than
45 days and not more than 60 days prior to the Stated Termination Date then in
effect, provided that no Event of Default shall have occurred and be continuing,
the Company may request an extension of such Stated Termination Date by
submitting to the Administrative Agent an Extension Request containing the
information in respect of such extension specified in Exhibit M, which the
Administrative Agent shall promptly furnish to each Lender. Each Lender shall,
not less than 30 days and not more than 60 days prior to the Stated Termination
Date then in effect, notify the Company and the Administrative Agent of its
election to extend or not extend the Stated Termination Date as requested in
such Extension Request. Notwithstanding any provision of this Agreement to the
contrary, any notice by any Lender of its willingness to extend the Stated
Termination Date shall be revocable by such Lender in its sole and absolute
discretion at any time prior to the date which is 30 days prior to the Stated
Termination Date then in effect. If the Required Lenders shall approve in
writing the extension of the Stated Termination Date requested in such Extension
Request, the Stated Termination Date shall automatically and without any further
action by any Person be extended for the period specified in such Extension
Request; provided that (i) each extension pursuant to this Section 2.23 shall be
for a maximum of 364 days and (ii) the Commitment of any Lender that does not
consent in writing, or which revokes, in accordance with the provisions of this
Section 2.23, its consent to such extension not less than 30 days and not more
than 60 days prior to the Stated Termination Date then in effect and has not
thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier
terminated in accordance with this Agreement, expire on the Stated Termination
Date in effect on the date of such Extension Request (such Stated Termination
Date, if any, referred to as the "Commitment Expiration Date" with respect to
such Objecting Lender). If, not less than 30 days and not more than 60 days
prior to the Stated Termination Date then in effect, the Required Lenders shall
not approve in writing the extension of the Stated Termination Date requested in
an Extension Request, the Stated Termination Date shall not be extended pursuant
to such Extension Request. The Administrative Agent shall promptly notify (y)
the Lenders and the Company of any extension of the Stated Termination Date
pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender
which becomes an Objecting Lender.

          (b) Revolving Credit Advances owing to any Objecting Lender on the
Commitment Expiration Date with respect to such Lender shall be repaid in full
on or before the date that is one year after such Commitment Expiration Date.

          (c) The Borrowers shall have the right, so long as no Event of Default
has occurred and is then continuing, upon giving notice to the Administrative
Agent and the Objecting Lenders in accordance with Section 2.15, to prepay in
full the Revolving Credit Advances of the Objecting Lenders, together with
accrued interest thereon, any amounts payable pursuant to Sections 2.11, 2.12,
2.16, 2.17, 2.18, 2.20 and 9.4(b) and any accrued and unpaid facility fee or
other amounts payable to the Objecting Lenders hereunder and/or, upon giving not
less than three Business Days' notice to the Objecting Lenders and the
Administrative Agent, to cancel the whole or part of the Commitments of the
Objecting Lenders.

          (d) Notwithstanding the foregoing, if any Lender becomes an Objecting
Lender, the Borrower may, at its own expense and in its sole discretion and
prior to the then


<PAGE>   40
                                                                              35


Stated Termination Date, require such Lender to transfer or assign, in whole or
in part, without recourse (in accordance with Section 9.7), all or part of its
interests, rights and obligations under this Agreement to an Eligible Assignee
(provided that the Borrower, with the full cooperation of such Lender, can
identify an Eligible Assignee that is ready, willing and able to be an assignee
with respect thereto) which shall assume such assigned obligations (which
assignee may be another Lender, if such assignee Lender accepts such
assignment); provided that (A) the assignee or the Borrower, as the case may be,
shall have paid to such Lender in immediately available funds the principal of
and interest accrued to the date of such payment on the Advances made by it
hereunder and all other amounts owed to it hereunder, including, without
limitation, any amounts owing pursuant to Section 9.4(b) and any amounts that
would be owing under said Section if such Advances were prepaid on the date of
such assignment, and (B) such assignment does not conflict with any law, rule or
regulation or order of any governmental authority. Any assignee which becomes a
Lender as a result of such an assignment made pursuant to this paragraph (d)
shall be deemed to have consented to the applicable Extension Request and,
therefore, shall not be an Objecting Lender.

          SECTION 2.24 [Intentionally Left Blank]

          SECTION 2.25 Replacement of Lenders. If any Lender requests
compensation under Sections 2.12, 2.16 or 2.17 or if any Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.20, or if any Lender defaults in its
obligation to fund Advances hereunder, then the Company may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 9.7), all its interests, rights
and obligations under this Agreement (other than any outstanding CAF Advances
held by it) to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i)
the Company shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Advances (other than CAF Advances), accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrowers (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Sections 2.12 , 2.16 or 2.17 or
payments required to be made pursuant to Section 2.20, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Company to require such assignment and delegation cease to apply.

<PAGE>   41
                                                                              36


                                   ARTICLE III

                     CONDITIONS OF EFFECTIVENESS AND LENDING

          SECTION 3.1 Conditions Precedent to Effectiveness of this Agreement.
This Agreement shall become effective (the "Effective Date") when (i) it shall
have been executed by the Company, EPNGC Tennessee, the Administrative Agent,
the CAF Advance Agent, the Co-Documentation Agents and the Syndication Agent and
(ii) the Administrative Agent and the Company either shall have been notified by
each Lender that such Lender has executed it or shall have received a
counterpart of this Agreement executed by such Lender (or compliance with the
forgoing shall have been waived by the Lenders). Anything in this Agreement to
the contrary notwithstanding, if all of the conditions to effectiveness of this
Agreement specified in this Section 3.1 shall not have been fulfilled on or
before September 15, 1999, (i) the Company shall on such date pay all accrued
and unpaid facility fees pursuant to Section 2.8 and (ii) this Agreement, and
all of the obligations of the Company, the Lenders, the Administrative Agent and
the CAF Advance Agent hereunder, shall be terminated on and as of 5:00 P.M. (New
York City time) on September 15, 1999; provided, however, that as soon as the
Administrative Agent determines that all of the conditions to effectiveness of
this Agreement specified in this Section 3.1 shall have been fulfilled on or
before September 15, 1999, the Administrative Agent shall furnish written notice
to the Company and the Lenders to the effect that it has so determined, and such
notice by the Administrative Agent shall constitute conclusive evidence that
this Agreement shall have become effective for all purposes. Notwithstanding the
foregoing, the obligations of the Company to pay fees pursuant to Section 2.8 as
well as all obligations of the Borrowers pursuant to Section 9.4 shall survive
the termination of this Agreement.

          SECTION 3.2 Conditions Precedent to Initial Advances. The agreement of
each Lender to make the initial Advances to be made by it to the Borrowers
hereunder is subject to (the date upon which all conditions listed in Section
3.2(a) and 3.2(b) are satisfied, the "Closing Date") (a) the occurrence of the
Effective Date hereunder and (b) the receipt by the Administrative Agent of the
following in form and substance satisfactory to the Administrative Agent and in
sufficient copies for each Lender:

          (i) Certified copies of the resolutions of the Board of Directors of
     each of the Company, EPNGC and Tennessee approving the borrowings
     contemplated hereby and authorizing the execution of this Agreement and the
     Notes, and of all documents evidencing other necessary corporate action of
     each of the Company, EPNGC and Tennessee and governmental approvals to each
     of the Company, EPNGC and Tennessee, if any, with respect to this Agreement
     and the Notes.

          (ii) A certificate of the Secretary or an Assistant Secretary of each
     of the Company, EPNGC and Tennessee certifying the names and true
     signatures of the officers of each of the Company, EPNGC and Tennessee
     authorized to sign this Agreement and the other documents to be delivered
     by it hereunder.

<PAGE>   42
                                                                              37


          (iii) A favorable opinion of the Senior Counsel of the Company, or the
     Associate General Counsel of the Company, in substantially the form of
     Exhibit G.

          (iv) A favorable opinion of Jones, Day, Reavis & Pogue, New York
     counsel to the Company, EPNGC and Tennessee, in substantially the form of
     Exhibit H.

          (v) A letter from the Process Agent, in substantially the form of
     Exhibit I, agreeing to act as Process Agent for each of the Company, EPNGC
     and Tennessee and to forward forthwith all process received by it to the
     Company, EPNGC and Tennessee, as applicable.

          (vi) Evidence satisfactory to the Administrative Agent that all
     advances, accrued interest and other fees and any other amounts owing to
     the lenders and the agents under the Existing 364-Day Facility shall have
     been, or simultaneously with the initial Advances are being, paid in full,
     and the commitments to make advances thereunder shall have been cancelled.

          SECTION 3.3 Conditions Precedent to Initial Advances to Any Borrowing
Subsidiary. The agreement of each Lender to make the initial Advances to be made
by it to any Borrowing Subsidiary (other than EPNGC and Tennessee) is further
subject to the Administrative Agent receiving the following, in form and
substance satisfactory to the Administrative Agent and (except for the Notes) in
sufficient copies for each Lender:

          (a) A Joinder Agreement executed and delivered by such Borrowing
     Subsidiary conforming to the requirements hereof.

          (b) Notes, dated the date such Borrowing Subsidiary executes and
     delivers its Joinder Agreement, made by such Borrowing Subsidiary to the
     order of each Lender requesting a Note, respectively.

          (c) A certificate of the Secretary or an Assistant Secretary of such
     Borrowing Subsidiary certifying the names and true signature of the
     officers of such Borrowing Subsidiary authorized to sign the Joinder
     Agreement and the other documents to be delivered by it hereunder.

          (d) A favorable opinion of the Senior Counsel or Associate General
     Counsel of the Company, given upon the express instructions of the Company,
     in substantially the form of Exhibit K, and as to such other matters as any
     Lender through the Administrative Agent may reasonably request, with such
     assumptions, qualifications and exceptions as the Administrative Agent may
     approve.

          (e) A favorable opinion of Jones, Day, Reavis & Pogue or other New
     York counsel to the Company reasonably satisfactory to the Administrative
     Agent, in substantially the form of Exhibit L, and as to such other matters
     as any Lender through


<PAGE>   43
                                                                              38


     the Administrative Agent may reasonably request, with such assumptions,
     qualifications and exceptions as the Administrative Agent may approve.

          (f) A letter from the Process Agent, in substantially the form of
     Exhibit I, agreeing to act as Process Agent for such Borrowing Subsidiary,
     as the case may be, and to forward forthwith all process received by it to
     such Borrowing Subsidiary.

          SECTION 3.4 Conditions Precedent to Each Borrowing. The obligation of
each Lender to make an Advance (including the initial Advance, but excluding any
continuation or Conversion of an Advance) on the occasion of any Borrowing shall
be subject to the conditions precedent that on the date of such Borrowing this
Agreement shall have become effective pursuant to Section 3.1 and, before and
immediately after giving effect to such Borrowing and to the application of the
proceeds therefrom, the following statements shall be true and correct, and the
giving by the applicable Borrower or the Company on such Borrower's behalf of
the applicable Notice of Borrowing and the acceptance by the applicable Borrower
of the proceeds of such Borrowing shall constitute its representation and
warranty that on and as of the date of such Borrowing, before and immediately
after giving effect thereto and to the application of the proceeds therefrom,
the following statements are true and correct:

          (i) each representation and warranty contained in Section 4.1 is
     correct in all material respects as though made on and as of such date; and

          (ii) no event has occurred and is continuing, or would result from
     such Borrowing, which constitutes an Event of Default or a Default.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          SECTION 4.1 Representations and Warranties of the Borrowers. Each
Borrower represents and warrants as follows:

          (a) The Company is a corporation duly incorporated, validly existing
     and in good standing under the laws of the State of Delaware. Each
     Principal Subsidiary is duly incorporated, validly existing and in good
     standing in the jurisdiction of its incorporation. The Company and each
     Principal Subsidiary possess all corporate powers and all 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.

          (b) The execution, delivery and performance by each Borrower of this
     Agreement, each Joinder Agreement, if any, to which it is a party and its
     Notes (as applicable) are within such Borrower's corporate powers, have
     been duly authorized by all necessary corporate action, and do not
     contravene (A) such Borrower's charter or

<PAGE>   44
                                                                              39


     by-laws or (B) any law or any material contractual restriction binding on
     or affecting such Borrower.

          (c) 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 such Borrower of this
     Agreement, each Joinder Agreement, if any, to which it is a party or its
     Notes (as applicable), except filings necessary to comply with laws, rules,
     regulations and orders required in the ordinary course to comply with
     ongoing obligations of such Borrower under Section 5.1(a) and (b).

          (d) This Agreement constitutes, its Notes and each Joinder Agreement,
     if any, to which it is a party (as applicable) when delivered hereunder
     shall constitute the legal, valid and binding obligations of each Borrower,
     enforceable against such Borrower in accordance with their respective
     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.

          (e) The consolidated balance sheet of the Company and its consolidated
     Subsidiaries as at December 31, 1998, and the related consolidated
     statements of income and cash flows of the Company and its consolidated
     Subsidiaries for the fiscal year then ended, reported on by
     PricewaterhouseCoopers LLP, independent public accountants, copies of which
     have been furnished to the Administrative Agent and the Lenders prior to
     the date hereof, fairly present the consolidated financial condition of the
     Company and its consolidated Subsidiaries as at such date and the
     consolidated results of the operations of the Company and its consolidated
     Subsidiaries for the period ended on such date, all in accordance with
     generally accepted accounting principles consistently applied, and since
     December 31, 1998, there has been no material adverse change in such
     condition or operations. The unaudited consolidated balance sheet of the
     Company and its consolidated Subsidiaries as of March 31, 1999, and the
     related consolidated statements of income and cash flows of the Company and
     its consolidated Subsidiaries for the three months then ended, certified by
     the chief financial officer of the Company, copies of which have been
     furnished to the Administrative Agent and the Lenders prior to the date
     hereof, fairly present the consolidated results of operations of the
     Company and its consolidated Subsidiaries for the three months then ended,
     all in accordance with generally accepted accounting principles
     consistently applied (except as approved by the chief financial officer of
     the Company and as disclosed therein) and subject to normal year-end audit
     adjustments.

          (f) Each of the Company and its Subsidiaries 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 comply,
     individually or in the aggregate, would not in the reasonable judgment of
     the Company be expected to result in a Material Adverse Effect.

          (g) There is no action, suit or proceeding pending, or to the
     knowledge of any Borrower threatened, against or involving the Company or
     any Principal Subsidiary in


<PAGE>   45
                                                                              40


     any court, or before any arbitrator of any kind, or before or by any
     governmental body, which in the reasonable judgment of the Company (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 this Agreement or the Notes.

          (h) The Company and each Principal Subsidiary have duly filed all tax
     returns required to be filed, and have duly paid and discharged all taxes,
     assessments and governmental charges upon it or against its properties now
     due and payable, the failure to pay which would have a Material Adverse
     Effect, unless and to the extent only that the same are being contested in
     good faith and by appropriate proceedings by the Company or the appropriate
     Subsidiary.

          (i) The Company and each Principal Subsidiary have good title to their
     respective 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
     the Company or such Subsidiary as presently conducted or which are
     permitted by Section 5.2(a), and except that no representation or warranty
     is being made with respect to Margin Stock.

          (j) No Termination Event has occurred or is reasonably expected to
     occur with respect to any Plan which, with the giving of notice or lapse of
     time, or both, would constitute an Event of Default under Section 7.1(g).

          (k) Each Plan has complied with the applicable provisions of ERISA and
     the Code where the failure to so comply would reasonably be expected to
     result in an aggregate liability that would exceed 10% of the Net Worth of
     the Company.

          (l) The statement of assets and liabilities of each Plan and the
     statements of changes in fund balance and in financial position, or the
     statement of changes in net assets available for plan benefits, for the
     most recent plan year for which an accountant's report with respect to such
     Plan has been prepared, copies of which report have been furnished to the
     Administrative Agent, fairly present the financial condition of such Plan
     as at such date and the results of operations of such Plan for the plan
     year ended on such date.

          (m) Neither the Company nor any ERISA Affiliate has incurred, or is
     reasonably expected to incur, any Withdrawal Liability to any Multiemployer
     Plan which, when aggregated with all other amounts required to be paid to
     Multiemployer Plans in connection with Withdrawal Liability (as of the date
     of determination), would exceed 10% of the Net Worth of the Company.

          (n) Neither the Company nor any ERISA Affiliate has received any
     notification that any Multiemployer Plan is in reorganization, insolvent or
     has been terminated, within the meaning of Title IV of ERISA, and no
     Multiemployer Plan is

<PAGE>   46
                                                                              41


     reasonably expected to be in reorganization, insolvent or to be terminated
     within the meaning of Title IV of ERISA the effect of which reorganization,
     insolvency or termination would be the occurrence of an Event of Default
     under Section 7.1(i).

          (o) The Borrowers are not engaged in the business of extending credit
     for the purpose of purchasing or carrying Margin Stock, and no proceeds of
     any Advance will be used to extend credit to others (other than to any
     Subsidiary of the Company) for the purpose of purchasing or carrying Margin
     Stock.

          (p) No Borrower is an "investment company" or a "company" controlled
     by an "investment company" within the meaning of the Investment Company Act
     of 1940, as amended.

          (q) No Borrower is 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.

          (r) The borrowings by the Borrowers under this Agreement and the Notes
     and the applications of the proceeds thereof as provided herein will not
     violate Regulation T, U or X of the Board of Governors of the Federal
     Reserve System.

          (s) Except as set forth in the Company=s or any of its Subsidiaries=
     SEC reports filed prior to the date of this Agreement, the systems operated
     or used by the Company or such Subsidiaries are capable of providing or
     being adapted to provide uninterrupted functionality on or after January 1,
     2000 to share, record, process and present data in substantially the same
     manner and with the same functionality as such systems share, record,
     process and present such data in the period immediately preceding December
     31, 1999, except, in the aggregate, as would not have, or reasonably be
     expected to have, a Material Adverse Effect. The costs of the adaptions
     referred to in the prior sentence, in the aggregate, will not have a
     Material Adverse Effect.

All representations and warranties made by the Borrowers herein or made in any
certificate delivered pursuant hereto shall survive the making of the Advances
and the execution and delivery to the Lenders of this Agreement and the Notes.


                                    ARTICLE V

                           COVENANTS OF THE BORROWERS

          SECTION 5.1 Affirmative Covenants. So long as any amount payable by
any Borrower hereunder or under any Note shall remain unpaid or any Lender shall
have any Commitment hereunder, each Borrower will, unless the Majority Lenders
shall otherwise consent in writing:


<PAGE>   47
                                                                              42


          (a) Preservation of Corporate Existence, Etc. Preserve and maintain,
     and, in the case of the Company, cause each Principal Subsidiary to
     preserve and maintain, its corporate existence, rights (charter and
     statutory) and material franchises, except as otherwise permitted by
     Section 5.2(d) or 5.2(e).

          (b) Compliance with Laws, Etc. Comply, and, in the case of the
     Company, cause each Principal Subsidiary to comply, in all material
     respects with all applicable laws, rules, regulations and orders
     (including, without limitation, all environmental laws and laws requiring
     payment of all taxes, assessments and governmental charges imposed upon it
     or upon its property except to the extent contested in good faith by
     appropriate proceedings) the failure to comply with which would have a
     Material Adverse Effect.

          (c) Visitation Rights. At any reasonable time and from time to time,
     permit the Administrative Agent or any of the Lenders or any agents or
     representatives thereof, to examine and make copies of and abstracts from
     the records and books of account of, and visit the properties of, the
     Company and any of its Subsidiaries, and to discuss the affairs, finances
     and accounts of the Company and any of its Subsidiaries with any of their
     officers and with their independent certified public accountants.

          (d) Books and Records. Keep, and, in the case of the Company, cause
     each of its Subsidiaries to keep, proper books of record and account, in
     which full and correct entries shall be made of all its respective
     financial transactions and the assets and business of the Company and each
     of its Subsidiaries, as applicable, in accordance with generally accepted
     accounting principles either (i) consistently applied or (ii) applied in a
     changed manner provided such change shall have been disclosed to the
     Administrative Agent and shall have been consented to by the accountants
     which (as required by Section 5.3(b)) report on the financial statements of
     the Company and its consolidated Subsidiaries for the fiscal year in which
     such change shall have occurred.

          (e) Maintenance of Properties, Etc. Maintain and preserve, and, in the
     case of the Company, cause each Principal Subsidiary to maintain and
     preserve, all of its properties which are used in the conduct of its
     business in good working order and condition, ordinary wear and tear
     excepted, to the extent that any failure to do so would have a Material
     Adverse Effect.

          (f) Maintenance of Insurance. Maintain, and, in the case of the
     Company, cause each Principal Subsidiary to maintain, insurance with
     responsible and reputable insurance companies or associations in such
     amounts and covering such risks as is usually carried by companies engaged
     in similar businesses and owning similar properties in the same general
     areas in which the Company or such Subsidiary operates.

          SECTION 5.2 Negative Covenants. So long as any amount payable by any
Borrower hereunder or under any Note shall remain unpaid or any Lender shall
have any Commitment hereunder, each Borrower will not, unless the Majority
Lenders shall otherwise consent in writing:

<PAGE>   48
                                                                              43


          (a) Liens, Etc. (i) Create, assume or suffer to exist, or, in the case
     of the Company, permit any Principal Subsidiary to create, assume or suffer
     to exist, any Liens upon or with respect to any of the capital stock of any
     Principal Subsidiary, whether now owned or hereafter acquired, or (ii)
     create or assume, or, in the case of the Company, permit any Principal
     Subsidiary to create or assume, any Liens upon or with respect to any other
     assets material to the consolidated operations of the Company and its
     consolidated Subsidiaries taken as a whole securing the payment of
     Indebtedness and Guaranties in an aggregate amount (determined without
     duplication of amount (so that the amount of a Guarantee will be excluded
     to the extent the Indebtedness Guaranteed thereby is included in computing
     such aggregate amount)) exceeding $100,000,000; provided, however, that
     this subsection (a) shall not apply to:

               (A) Liens on the stock or assets of any Project Financing
          Subsidiary (or any partnership, member or other equity interest in or
          assets of any partnership, limited liability company or other entity
          of which the Project Financing Subsidiary is a partner, member or
          other equity participant) securing the payment of a Project Financing
          and related obligations;

               (B) Liens on assets acquired by the Company or any of its
          Subsidiaries after February 11, 1992 to the extent that such Liens
          existed at the time of such acquisition and were not placed thereon by
          or with the consent of the Company in contemplation of such
          acquisition;

               (C) Liens created by any Alternate Program or any document
          executed by any Borrower in connection therewith;

               (D) Liens on Margin Stock; and

               (E) Liens for taxes, assessments or governmental charges or
          levies not yet overdue.

          (b) Consolidated Debt and Guarantees to Capitalization. Permit the
     ratio of (A) the sum of (1) the aggregate amount of consolidated Debt of
     the Company and its consolidated Subsidiaries (without duplication of
     amount under this clause (A) and determined as to all of the foregoing
     entities on a consolidated basis) plus (2) the aggregate amount of
     consolidated Guaranties of the Company and its consolidated Subsidiaries
     (without duplication of amount under this clause (A) and determined as to
     all of the foregoing entities on a consolidated basis) to (B)
     Capitalization of the Company (without duplication and determined as to all
     of the foregoing entities on a consolidated basis) to exceed .7 to 1.

          (c) Debt, Etc. In the case of the Company, permit any of its
     consolidated Subsidiaries to create or suffer to exist any Debt, any
     Guaranty or any reimbursement obligation with respect to any letter of
     credit (other than any Project Financing), if, immediately after giving
     effect to such Debt, Guaranty or reimbursement obligation and



<PAGE>   49
                                                                              44


     the receipt and application of any proceeds thereof or value received in
     connection therewith, the aggregate amount (determined without duplication
     of amount) of Debt, Guaranties and letter of credit reimbursement
     obligations of the Company's consolidated Subsidiaries (other than any
     Project Financing) determined on a consolidated basis would exceed
     $300,000,000; provided, however, that the following Debt, Guaranties or
     reimbursement obligations shall be excluded from the application of, and
     calculation set forth in, this paragraph (c): (A) Debt, Guaranties or
     reimbursement obligations incurred by (x) Mojave or (y) EPNGC, (B) Debt,
     Guaranties or reimbursement obligations arising under (x) the EPTPC
     Facility that has been permanently repaid in full on the "Closing Date"
     under and as defined in the Existing 364-Day Facility or (y) this Agreement
     or the Existing 5-Year Facility, (C) Debt, Guaranties or reimbursement
     obligations incurred by El Paso Field Services Company up to an amount not
     to exceed at any time outstanding the tangible net worth of El Paso Field
     Services Company, provided that such Debt may be guaranteed by the Company,
     (D) Excluded Acquisition Debt, (E) successive extensions, refinancings or
     replacements (at the same Subsidiary or at any other consolidated
     Subsidiary of the Company) of Debt, Guaranties or reimbursement obligations
     (or commitments in respect thereof) referred to in clauses (A), (B) and (D)
     above and in an amount not in excess of the amounts so extended, refinanced
     or replaced (or the amount of commitments in respect thereof) and (F) Debt,
     Guarantees or reimbursement obligations incurred by Tennessee pursuant to
     one or more commercial paper programs allowing for the issuance by
     Tennessee of items of commercial paper having maturity dates not later than
     one year from the dates of their respective issuance provided that such
     Debt, Guarantees or reimbursement obligations of Tennessee shall be in an
     aggregate amount not to exceed at any time the excess of (x) the sum of (1)
     the aggregate amount of Commitments and (2) the aggregate amount of
     Commitments as defined in the Existing 5-Year Facility, over (y) the sum of
     (1) the aggregate amount of Advances, (2) the aggregate amount of Advances,
     as defined in and outstanding pursuant to, the Existing 5-Year Facility,
     and (3) the aggregate principal amount of commercial paper outstanding from
     time to time that (I) is issued by the Company and its Subsidiaries (other
     than Tennessee) and (II) relies upon credit availability under either this
     Agreement or the Existing 5-Year Facility for commercial paper liquidity
     purposes.

          (d) Sale, Etc. of Assets. Sell, lease or otherwise transfer, or, in
     the case of the Company, permit any Principal Subsidiary to sell, lease or
     otherwise transfer, (in either case, whether in one transaction or in a
     series of transactions) assets constituting a material portion of the
     consolidated assets of the Company and its Principal Subsidiaries taken as
     a whole, provided that provisions of this subsection (d) shall not apply
     to:

               (i) any sale of receivables and related rights pursuant to any
          Alternate Program;

               (ii) any Project Financing Subsidiary and the assets thereof;

               (iii) sales, leases or other transfers of assets or capital stock
          of any Subsidiary of the Company other than any Principal Subsidiary;

<PAGE>   50
                                                                              45


               (iv) any sale of Margin Stock;

               (v) any sale of up to 20% of the equity of El Paso Field Services
          Company in an initial public offering of such corporation's equity
          securities;

               (vi) any sale, lease or other transfer to the Company or any
          Principal Subsidiary, or to any corporation which after giving effect
          to such transfer will become and be either (A) a Principal Subsidiary
          in which the Company's direct or indirect equity interest will be at
          least as great as its direct or indirect equity interest in the
          transferor immediately prior thereto or (B) a directly or indirectly
          wholly-owned Principal Subsidiary; and

               (vii) any transfer permitted by Section 5.2(e); and

               (viii) any transfer to the Company or any of its Subsidiaries of
          any stock or assets other than FERC regulated assets (or stock or any
          other equity interest in an entity owning FERC regulated assets) used
          in the mainline gas transmission business; provided that no Event of
          Default, or event that with the giving of notice or lapse of time or
          both would constitute an Event of Default, shall have occurred and be
          continuing before and after giving effect to such transfer.

          (e) Mergers, Etc. Merge or consolidate with any person, or permit any
     of its Principal Subsidiaries to merge or consolidate with any Person,
     except that (i) any Principal Subsidiary may merge or consolidate with (or
     liquidate into) any other Subsidiary (other than a Project Financing
     Subsidiary, unless the successor corporation is not treated as a Project
     Financing Subsidiary under this Agreement) or may merge or consolidate with
     (or liquidate into) the Company, provided that (A) if such Principal
     Subsidiary merges or consolidates with (or liquidates into) the Company,
     the Company shall be the continuing or surviving corporation and (B) if any
     such Principal Subsidiary merges or consolidates with (or liquidates into)
     any other Subsidiary of the Company, one of such Subsidiaries is the
     surviving corporation and, if either such Subsidiary is not wholly-owned by
     the Company, such merger or consolidation is on an arm's length basis, and
     (ii) the Company or any Principal Subsidiary may merge or consolidate with
     any other corporation (that is, in addition to the Company or any Principal
     Subsidiary of the Company), provided that (A) if the Company merges or
     consolidates with any such other corporation, the Company is the surviving
     corporation, (B) if any Principal Subsidiary merges or consolidates with
     any such other corporation, the surviving corporation is a wholly-owned
     Principal Subsidiary of the Company, and (C) if either the Company or any
     Principal Subsidiary merges or consolidates with any such other
     corporation, after giving effect to such merger or consolidation no Event
     of Default, and no event which with lapse of time or the giving of notice,
     or both, would constitute an Event of Default, shall have occurred and be
     continuing.

          SECTION 5.3 Reporting Requirements. So long as any amount payable by
any Borrower hereunder or under any Note shall remain unpaid or any Lender shall
have any

<PAGE>   51
                                                                              46


Commitment hereunder, the Company will furnish to each Lender in such reasonable
quantities as shall from time to time be requested by such Lender:

          (a) as soon as publicly available and in any event within 60 days
     after the end of each of the first three fiscal quarters of each fiscal
     year of each of the Company and EPNGC, a consolidated balance sheet of each
     of the Company and EPNGC and its respective consolidated subsidiaries as of
     the end of such quarter, and consolidated statements of income and cash
     flows of each of the Company and EPNGC and its respective consolidated
     subsidiaries each for the period commencing at the end of the previous
     fiscal year and ending with the end of such quarter, certified (subject to
     normal year-end adjustments) as being fairly stated in all material
     respects by the chief financial officer, controller or treasurer of the
     Company and accompanied by a certificate of such officer stating (i)
     whether or not such officer has knowledge of the occurrence of any Event of
     Default which is continuing hereunder or of any event not theretofore
     remedied which with notice or lapse of time or both would constitute such
     an Event of Default and, if so, stating in reasonable detail the facts with
     respect thereto, (ii) all relevant facts in reasonable detail to evidence,
     and the computations as to, whether or not the Company is in compliance
     with the requirements set forth in subsections (b) and (c) of Section 5.2,
     and (iii) a listing of all Principal Subsidiaries and consolidated
     Subsidiaries of the Company showing the extent of its direct and indirect
     holdings of their stocks;

          (b) as soon as publicly available and in any event within 120 days
     after the end of each fiscal year of each of the Company and EPNGC, a copy
     of the annual report for such year for each of the Company and EPNGC and
     its respective consolidated Subsidiaries containing financial statements
     for such year reported by nationally recognized independent public
     accountants acceptable to the Lenders, accompanied by (i) a report signed
     by said accountants stating that such financial statements have been
     prepared in accordance with generally accepted accounting principles and
     (ii) a letter from such accountants stating that in making the
     investigations necessary for such report they obtained no knowledge, except
     as specifically stated therein, of any Event of Default which is continuing
     hereunder or of any event not theretofore remedied which with notice or
     lapse of time or both would constitute such an Event of Default;

          (c) within 120 days after the close of each of the Company's fiscal
     years, a certificate of the chief financial officer, controller or
     treasurer of the Company stating (i) whether or not he has knowledge of the
     occurrence of any Event of Default which is continuing hereunder or of any
     event not theretofore remedied which with notice or lapse of time or both
     would constitute such an Event of Default and, if so, stating in reasonable
     detail the facts with respect thereto, (ii) all relevant facts in
     reasonable detail to evidence, and the computations as to, whether or not
     the Company is in compliance with the requirements set forth in subsections
     (b) and (c) of Section 5.2 and (iii) a listing of all Principal
     Subsidiaries and consolidated Subsidiaries of the Company showing the
     extent of its direct and indirect holdings of their stocks;

<PAGE>   52
                                                                              47


          (d) promptly after the sending or filing thereof, copies of all
     publicly available reports which the Company or any Principal Subsidiary
     sends to any of its security holders and copies of all publicly available
     reports and registration statements which the Company or any Principal
     Subsidiary files with the Securities and Exchange Commission or any
     national securities exchange other than registration statements relating to
     employee benefit plans and to registrations of securities for selling
     security holders;

          (e) within 10 days after sending or filing thereof, a copy of FERC
     Form No. 2: Annual Report of Major Natural Gas Companies, sent or filed by
     the Company to or with the FERC with respect to each fiscal year of the
     Company;

          (f) promptly in writing, notice of all litigation and of all
     proceedings before any governmental or regulatory agencies against or
     involving the Company or any Principal Subsidiary, except any litigation or
     proceeding which in the reasonable judgment of the Company (taking into
     account the exhaustion of all appeals) is not likely to have a material
     adverse effect on the consolidated financial condition of the Company and
     its consolidated Subsidiaries taken as a whole;

          (g) within three Business Days after an executive officer of the
     Company obtains knowledge of the occurrence of any Event of Default which
     is continuing or of any event not theretofore remedied which with notice or
     lapse of time, or both, would constitute an Event of Default, notice of
     such occurrence together with a detailed statement by a responsible officer
     of the Company of the steps being taken by the Company or the appropriate
     Subsidiary to cure the effect of such event;

          (h) as soon as practicable and in any event (i) within 30 days after
     the Company or any ERISA Affiliate knows or has reason to know that any
     Termination G1 Event described in clause (a) of the definition of
     Termination Event with respect to any Plan has occurred and (ii) within 10
     days after the Company or any ERISA Affiliate knows or has reason to know
     that any other Termination Event has occurred, a statement of the chief
     financial officer or treasurer of the Company describing such Termination
     Event and the action, if any, which the Company or such ERISA Affiliate
     proposes to take with respect thereto;

          (i) promptly and in any event within two Business Days after receipt
     thereof by the Company or any ERISA Affiliate, copies of each notice
     received by the Company or any ERISA Affiliate from the PBGC stating its
     intention to terminate any Plan or to have a trustee appointed to
     administer any Plan;

          (j) promptly and in any event within 30 days after the filing thereof
     with the Internal Revenue Service, copies of each Schedule B (Actuarial
     Information) to the annual report (Form 5500 Series) with respect to each
     Single Employer Plan;

          (k) promptly and in any event within five Business Days after receipt
     thereof by the Company or any ERISA Affiliate from the sponsor of a
     Multiemployer Plan, a copy of each notice received by the Company or any
     ERISA Affiliate concerning (i) the

<PAGE>   53
                                                                              48


     imposition of Withdrawal Liability by a Multiemployer Plan, (ii) the
     determination that a Multiemployer Plan is, or is expected to be, in
     reorganization or insolvent within the meaning of Title IV of ERISA, (iii)
     the termination of a Multiemployer Plan within the meaning of Title IV of
     ERISA, or (iv) the amount of liability incurred, or expected to be
     incurred, by the Company or any ERISA Affiliate in connection with any
     event described in clause (i), (ii) or (iii) above; and

          (l) as soon as practicable but in any event within 60 days of any
     notice of request therefor, such other information respecting the financial
     condition and results of operations of the Company or any Subsidiary of the
     Company as any Lender through the Administrative Agent may from time to
     time reasonably request.

          Each balance sheet and other financial statement furnished pursuant to
subsections (a) and (b) of this Section 5.3 shall contain comparative financial
information which conforms to the presentation required in Form 10-Q and 10-K,
as appropriate, under the Securities Exchange Act of 1934, as amended.

          SECTION 5.4 Restrictions on Material Subsidiaries. The Company will
not, and will not permit any Material Subsidiary, to enter into any agreement or
understanding pursuant to which (a) any non-equity interest claim the Company
may have against any Material Subsidiary would be subordinate in any manner to
the payment of any other obligation of such Material Subsidiary (other than
waivers or subordination of subrogation, contribution or similar rights under
Guaranties and similar agreements) or (b) by its terms limits or restricts the
ability of such Material Subsidiary to make funds available to the Company
(whether by dividend or other distribution, by replacement of any inter-company
advance or otherwise) if, in any such case referred to in this Section 5.4,
there is, at the time any such agreement is entered into, a reasonable
likelihood that all such agreements and understandings, considered together,
would materially and adversely affect the ability of the Company to meet its
obligations as they become due.


                                   ARTICLE VI

                                   GUARANTEES

          SECTION 6.1 Guarantees. (a) Subject to the provisions of Section
6.1(b), each Borrower hereby unconditionally and irrevocably guarantees to the
Administrative Agent, for the ratable benefit of the Lenders and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment by each other Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations owing by such other
Borrower.

          (b) Anything in this Article VI to the contrary notwithstanding, the
maximum liability of each Borrower (other than a Borrower which is guaranteeing
the Obligations of its Subsidiaries) under this Article VI shall in no event
exceed the amount which can be guaranteed



<PAGE>   54
                                                                              49


by such Borrowing Subsidiary under applicable federal and state laws relating to
the insolvency of debtors.

          (c) Each Borrower agrees that the Obligations owing by any other
Borrower may at any time and from time to time exceed the amount of the
liability of such other Borrower under this Article VI without impairing the
guarantee of such Borrower under this Article VI or affecting the rights and
remedies of the Administrative Agent or any Lender under this Article VI.

          (d) No payment or payments made by any Borrower or any other Person or
received or collected by the Administrative Agent or any Lender from any
Borrower or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application, at any time or from time to time, in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the Borrowers under this Article VI
which shall, notwithstanding any such payment or payments, continue until the
Obligations are paid in full and the Commitments are terminated.

          (e) Each Borrower agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability under this Article VI, it will notify the
Administrative Agent in writing that such payment is made under this Article VI
for such purpose.

          SECTION 6.2 No Subrogation. Notwithstanding any payment or payments
made by any Borrower under this Article VI or any set-off or application of
funds of such Borrower by the Administrative Agent or any Lender, such Borrower
shall not be entitled to be subrogated to any of the rights of the
Administrative Agent or any Lender against any other Borrower or against any
collateral security or guarantee or right of offset held by the Administrative
Agent or any Lender for the payment of the Obligations, nor shall such Borrower
seek or be entitled to seek any contribution or reimbursement from any other
Borrower in respect of payments made by such Borrower hereunder, until all
amounts owing to the Administrative Agent and the Lenders by the other Borrowers
on account of the Obligations are paid in full and the Commitments are
terminated. If any amount shall be paid to any Borrower on account of such
subrogation rights at any time when all of the Obligations shall not have been
paid in full, such amount shall be held by such Borrower in trust for the
Administrative Agent and the Lenders, segregated from other funds of such
Borrower, and shall, forthwith upon receipt by such Borrower, be turned over to
the Administrative Agent in the exact form received by such Borrower (duly
indorsed by such Borrower to the Administrative Agent, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as
the Administrative Agent may determine.

          SECTION 6.3 Amendments, etc. with respect to the Obligations; Waiver
of Rights. Each Borrower shall remain obligated under this Article VI
notwithstanding that, without any reservation of rights against such Borrower,
and without notice to or further assent by such Borrower, any demand for payment
of any of the Obligations made by the Administrative Agent or any Lender may be
rescinded by the Administrative Agent or such Lender, and any of the Obligations
continued, and the Obligations, or the liability of any other


<PAGE>   55
                                                                              50


party upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
Lender, and this Agreement, any Notes and any other documents executed and
delivered in connection herewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Majority
Lenders, as the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any Lender for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any Lender shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Agreement or any property subject thereto. When making any demand hereunder
against any Borrower, the Administrative Agent or any Lender may, but shall be
under no obligation to, make a similar demand on the applicable Borrowing
Subsidiaries or any other guarantor, and any failure by the Administrative Agent
or any Lender to make any such demand or to collect any payments from the other
Borrowers or any such other guarantor or any release of the other Borrowers or
such other guarantor shall not relieve such Borrower of its obligations or
liabilities hereunder, and shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of the Administrative Agent or any
Lender against such Borrower for the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

          SECTION 6.4 Guarantee Absolute and Unconditional. Each Borrower waives
any and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent or
any Lender upon this Agreement or acceptance of this Agreement; the Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon this
Agreement; and all dealings between any Borrower, on the one hand, and the
Administrative Agent and the Lenders, on the other, shall likewise be
conclusively presumed to have been had or consummated in reliance upon this
Agreement. Each Borrower waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the other Borrowers with
respect to the Obligations. The guarantee contained in this Article VI shall be
construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity, regularity or enforceability of this
Agreement, any Note, any of the Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Administrative Agent or any Lender, (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by any
Borrower against the Administrative Agent or any Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of any Borrower)
which constitutes, or might be construed to constitute, an equitable or legal
discharge of any Borrower for the Obligations, or of the Borrowers under this
Agreement, in bankruptcy or in any other instance. When pursuing its rights and
remedies hereunder against any Borrower, the Administrative Agent and any Lender
may, but shall be under no obligation to, pursue such rights and remedies as it
may have against any other Borrower or any other Person or against any
collateral security or guarantee for the Obligations or any right of offset with
respect thereto, and any failure by the Administrative Agent or any Lender to
pursue such other rights or


<PAGE>   56
                                                                              51


remedies or to collect any payments from other Borrowers or any such other
Person or to realize upon any such collateral security or guarantee or to
exercise any such right of offset, or any release of any other Borrower or any
such other Person or of any such collateral security, guarantee or right of
offset, shall not relieve any Borrower of any liability hereunder, and shall not
impair or affect the rights and remedies, whether express, implied or available
as a matter of law, of the Administrative Agent or any Lender against such
Borrower. The guarantees contained in this Article VI shall remain in full force
and effect and be binding in accordance with and to the extent of its terms upon
each Borrower and its successors and assigns thereof, and shall inure to the
benefit of the Administrative Agent and the Lenders, and their respective
successors, indorsees, transferees and assigns, until all the Obligations and
the obligations of the Borrowers under this Agreement shall have been satisfied
by payment in full and the Commitments shall be terminated, notwithstanding that
from time to time during the term of this Agreement the Borrowers may be free
from any Obligations.

          SECTION 6.5 Reinstatement. The provisions of this Article VI shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Obligations is rescinded or must
otherwise be restored or returned by the Administrative Agent or any Lender upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, any Borrower or any
substantial part of its property, or otherwise, all as though such payments had
not been made.


                                   ARTICLE VII

                                EVENTS OF DEFAULT

          SECTION 7.1 Event of Default. If any of the following events ("Events
of Default") shall occur and be continuing:

          (a) Any Borrower shall fail to pay any installment of principal of any
     of its Advances or Notes when due, or any interest on any of its Advances
     or Notes or any other amount payable by it hereunder within five Business
     Days after the same shall be due; or

          (b) Any representation or warranty made or deemed made by any Borrower
     herein or by any Borrower (or any of its officers) in connection with this
     Agreement shall prove to have been incorrect in any material respect when
     made or deemed made; or

          (c) Any Borrower shall fail to perform or observe any other term,
     covenant or agreement contained in this Agreement on its part to be
     performed or observed and any such failure shall remain unremedied for 30
     days after written notice thereof shall have been given to such Borrower by
     the Administrative Agent or by any Lender with a copy to the Administrative
     Agent; or

<PAGE>   57
                                                                              52


          (d) The Company or any Principal Subsidiary shall fail to pay any Debt
     or Guaranty (excluding Debt incurred pursuant hereto) of the Company or
     such Principal Subsidiary in an aggregate principal amount of $100,000,000
     or more, or any installment of principal thereof or interest or premium
     thereon, when due (whether by scheduled maturity, required prepayment,
     acceleration, demand or otherwise) and such failure shall continue after
     the applicable grace period, if any, specified in the agreement or
     instrument relating to such Debt or Guaranty; or any other default under
     any agreement or instrument relating to any such Debt, or any other event,
     shall occur and shall continue after the applicable grace period, if any,
     specified in such agreement or instrument, if the effect of such default or
     event is to accelerate, or to permit the acceleration of, the maturity of
     such Debt; or any such Debt shall be required to be prepaid (other than by
     a regularly scheduled required prepayment), prior to the stated maturity
     thereof, as a result of either (i) any default under any agreement or
     instrument relating to any such Debt or (ii) the occurrence of any other
     event (other than an issuance, sale or other disposition of stock or other
     assets, or an incurrence or issuance of Indebtedness or other obligations,
     giving rise to a repayment or prepayment obligation in respect of such
     Debt) the effect of which would otherwise be to accelerate or to permit the
     acceleration of the maturity of such Debt; provided that, notwithstanding
     any provision contained in this subsection (d) to the contrary, to the
     extent that pursuant to the terms of any agreement or instrument relating
     to any Debt or Guaranty referred to in this subsection (d) (or in the case
     of any such Guaranty, relating to any obligations Guaranteed thereby), any
     sale, pledge or disposal of Margin Stock, or utilization of the proceeds of
     such sale, pledge or disposal, would result in a breach of any covenant
     contained therein or otherwise give rise to a default or event of default
     thereunder and/or acceleration of the maturity of the Debt or obligations
     extended pursuant thereto, or payment pursuant to any Guaranty, and as a
     result of such terms or of such sale, pledge, disposal, utilization,
     breach, default, event of default or acceleration or nonpayment under such
     Guaranty, or the provisions thereof relating thereto, this Agreement or any
     Advance hereunder would otherwise be subject to the margin requirements or
     any other restriction under Regulation U issued by the Board of Governors
     of the Federal Reserve System, then such breach, default, event of default
     or acceleration, or nonpayment under any Guaranty, shall not constitute a
     default or Event of Default under this subsection (d); or

          (e)(i) The Company or any Principal Subsidiary shall (A) generally not
     pay its debts as such debts become due; or (B) admit in writing its
     inability to pay its debts generally; or (C) make a general assignment for
     the benefit of creditors; or (ii) any proceeding shall be instituted or
     consented to by the Company or any Principal Subsidiary seeking to
     adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
     reorganization, arrangement, adjustment, protection, relief, or composition
     of it or its debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of an order for
     relief or the appointment of a receiver, trustee, or other similar official
     for it or for any substantial part of its property; or (iii) any such
     proceeding shall have been instituted against the Company or any Principal
     Subsidiary and either such proceeding shall not be stayed or dismissed for
     60 consecutive days or any of the actions sought in such proceeding
     (including, without limitation, the

<PAGE>   58
                                                                              53


     entry of an order for relief against it or the appointment of a receiver,
     trustee, custodian or other similar official for it or any substantial part
     of its property) shall occur; or (iv) the Company or any Principal
     Subsidiary shall take any corporate action to authorize any of the actions
     set forth above in this subsection (e); or

          (f) Any judgment or order of any court for the payment of money in
     excess of $50,000,000 shall be rendered against the Company or any
     Principal Subsidiary and either (i) enforcement proceedings shall have been
     commenced by any creditor upon such judgment or order (other than any
     enforcement proceedings consisting of the mere obtaining and filing of a
     judgment lien or obtaining of a garnishment or similar order so long as no
     foreclosure, levy or similar process in respect of such lien, or payment
     over in respect of such garnishment or similar order, has commenced) or
     (ii) there shall be any period of 30 consecutive days during which a stay
     of execution or of enforcement proceedings (other than those referred to in
     the parenthesis in clause (i) above) in respect of such judgment or order,
     by reason of a pending appeal, bonding or otherwise, shall not be in
     effect; or

          (g) (i) Any Termination Event with respect to a Plan shall have
     occurred and, 30 days after notice thereof shall have been given to the
     Company by the Administrative Agent, such Termination Event shall still
     exist; or (ii) the Company or any ERISA Affiliate shall have been notified
     by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
     Liability to such Multiemployer Plan; or (iii) the Company or any ERISA
     Affiliate shall have been notified by the sponsor of a Multiemployer Plan
     that such Multiemployer Plan is in reorganization, or is insolvent or is
     being terminated, within the meaning of Title IV of ERISA; or (iv) any
     Person shall engage in a "prohibited transaction" (as defined in Section
     406 of ERISA or Section 4975 of the Code) involving any Plan; and in each
     case in clauses (i) through (iv) above, such event or condition, together
     with all other such events or conditions, if any, would result in an
     aggregate liability of the Company or any ERISA Affiliate that would exceed
     10% of the Net Worth of the Company.

          (h) Upon completion of, and pursuant to, a transaction, or a series of
     transactions (which may include prior acquisitions of capital stock of the
     Company in the open market or otherwise), involving a tender offer (i) a
     "person" (within the meaning of Section 13(d) of the Securities Exchange
     Act of 1934) other than the Company or a Subsidiary of the Company or any
     employee benefit plan maintained for employees of the Company and/or any of
     its Subsidiaries or the trustee therefor, shall have acquired direct or
     indirect ownership of and paid for in excess of 50% of the outstanding
     capital stock of the Company entitled to vote in elections for directors of
     the Company and (ii) at any time before the later of (A) six months after
     the completion of such tender offer and (B) the next annual meeting of the
     shareholders of the Company following the completion of such tender offer
     more than half of the directors of the Company consists of individuals who
     (1) were not directors before the completion of such tender offer and (2)
     were not appointed, elected or nominated by the Board of Directors in
     office prior to the completion of such tender offer (other than any such
     appointment, election or


<PAGE>   59
                                                                              54


     nomination required or agreed to in connection with, or as a result of, the
     completion of such tender offer); or

          (i) Any event of default shall occur under any agreement or instrument
     relating to or evidencing any Debt now or hereafter existing of the Company
     or any Principal Subsidiary as the result of any change of control of the
     Company; or

          (j) Any of the guarantees contained in Article VI shall cease, for any
     reason, to be in full force and effect or any Borrower shall so assert;

then, and in any such event, the Administrative Agent shall at the request, or
may with the consent, of the Majority Lenders, by notice to the Company, (i)
declare the obligation of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) declare the Advances and
the Notes, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances and the Notes,
all such interest and all such amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrowers; provided, however, that
if an Event of Default under subsection (e) of this Section 7.1 (except under
clause (i)(A) thereof) shall occur, (A) the obligation of each Lender to make
Advances shall automatically be terminated and (B) the Advances and the Notes,
all interest thereon and all other amounts payable under this Agreement shall
automatically become and be forthwith due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrowers.


                                  ARTICLE VIII

               THE ADMINISTRATIVE AGENT AND THE CAF ADVANCE AGENT

          SECTION 8.1 Authorization and Action. Each Lender hereby appoints and
authorizes the Administrative Agent and the CAF Advance Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to the Administrative Agent and the CAF Advance Agent by the
terms hereof, together with such powers as are reasonably incidental thereto. As
to any matters not expressly provided for by this Agreement (including, without
limitation, enforcement of this Agreement or collection of the Notes), the
Administrative Agent and the CAF Advance Agent shall not be required to exercise
any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of the Majority Lenders, and such instructions
shall be binding upon all Lenders and all holders of Notes; provided, however,
that the Administrative Agent and the CAF Advance Agent shall not be required to
take any action which exposes the Administrative Agent or the CAF Advance Agent
to personal liability or which is contrary to this Agreement or applicable law.
The Administrative Agent and the CAF Advance Agent agree to give to each Lender
prompt notice of each notice given to it by any Borrower pursuant to the terms
of this Agreement. Notwithstanding anything to the contrary contained in this
Agreement, the parties hereto hereby


<PAGE>   60
                                                                              55


agree that neither the Documentation Agent nor the Syndication Agent shall have
any rights, duties or responsibilities in its capacity as Documentation Agent or
Syndication Agent, as applicable, hereunder and neither the Documentation Agent
nor the Syndication Agent shall have the authority to take any action hereunder
in its capacity as such.

          SECTION 8.2 Administrative Agent's and CAF Advance Agent's Reliance,
Etc. None of the Administrative Agent, the CAF Advance Agent or any of its
respective directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
this Agreement, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, the
Administrative Agent and the CAF Advance Agent: (i) may treat the payee of any
Note as the holder thereof until the Administrative Agent receives and accepts
an Assignment and Acceptance entered into by the Lender which is the payee of
such Note, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.7; (ii) may consult with legal counsel (including counsel for the
Company), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (iv) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement on the part of the
Borrowers or to inspect the property (including the books and records) of the
Borrowers; (v) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant hereto; and
(vi) shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent, certificate or other instrument or writing (which may
be by telegram, telecopier, cable or telex) believed by it to be genuine and
signed or sent by the proper party or parties.

          SECTION 8.3 Chase and Affiliates. With respect to its Commitment, the
Advances made by it and the Note issued to it, Chase shall have the same rights
and powers under this Agreement as any other Lender and may exercise the same as
though it were not the Administrative Agent or the CAF Advance Agent; and the
term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include
Chase in its individual capacity. Chase and its affiliates may accept deposits
from, lend money to, act as trustee under indentures of, and generally engage in
any kind of business with, the Company, any of its Subsidiaries and any Person
who may do business with or own securities of the Company or any of its
Subsidiaries, all as if Chase were not the Administrative Agent or the CAF
Advance Agent and without any duty to account therefor to the other Lenders.

          SECTION 8.4 Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent, the CAF
Advance Agent or any other Lender and based on the financial statements referred
to in Section 4.1 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent, the CAF Advance Agent or any other

<PAGE>   61
                                                                              56


Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement.

          SECTION 8.5 Indemnification. The Lenders agree to indemnify the
Administrative Agent and the CAF Advance Agent (to the extent not reimbursed by
the Borrowers), ratably according to the respective principal amounts of the
Advances then outstanding by each of them (or if no Advances are at the time
outstanding or if any Notes are held by Persons which are not Lenders, ratably
according to the respective amounts of their aggregate Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent or the CAF Advance Agent in any way relating to or arising
out of this Agreement or any action taken or omitted by the Administrative Agent
or the CAF Advance Agent under this Agreement, provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent's or the CAF Advance Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent and the CAF Advance Agent promptly upon
demand for its ratable share of any out-of-pocket expenses (including reasonable
counsel fees) incurred by the Administrative Agent or the CAF Advance Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings, in bankruptcy or insolvency proceedings, or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, to the
extent that the Administrative Agent or the CAF Advance Agent is not reimbursed
for such expenses by the Borrowers.

          SECTION 8.6 Successor Administrative Agent and CAF Advance Agent. The
Administrative Agent and the CAF Advance Agent may resign at any time by giving
written notice thereof to the Lenders and the Company and may be removed at any
time with or without cause by the Majority Lenders. Upon any such resignation or
removal, the Majority Lenders shall have the right to appoint a successor
Administrative Agent or the CAF Advance Agent. If no successor Administrative
Agent or CAF Advance Agent shall have been so appointed by the Majority Lenders,
and shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's or the CAF Advance Agent giving of notice of resignation
or the Majority Lenders' removal of the retiring Administrative Agent or CAF
Advance Agent, then such retiring Administrative Agent or CAF Advance Agent may,
on behalf of the Lenders, appoint a successor Administrative Agent or CAF
Advance Agent, which shall be a Lender and a commercial bank organized, or
authorized to conduct a banking business, under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at
least $500,000,000. Upon the acceptance of any appointment as Administrative
Agent or CAF Advance Agent hereunder by a successor Administrative Agent or CAF
Advance Agent, such successor Administrative Agent or CAF Advance Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent or CAF Advance Agent, and the
retiring Administrative Agent or CAF Advance Agent shall be discharged from its
duties and obligations under this Agreement. After any retiring Administrative
Agent's or CAF Advance Agent's resignation or removal hereunder as

<PAGE>   62
                                                                              57


Administrative Agent or CAF Advance Agent, the provisions of this Article VII
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent or CAF Advance Agent under this Agreement.


                                   ARTICLE IX

                                  MISCELLANEOUS

          SECTION 9.1 Amendments, Etc. An amendment or waiver of any provision
of this Agreement or the Notes, or a consent to any departure by any Borrower
therefrom, shall be effective against the Lenders and all holders of the Notes
if, but only if, it shall be in writing and signed by the Majority Lenders, and
then such a waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall, unless in writing and signed by all the
Lenders, be effective to: (a) waive any of the conditions specified in Article
III, (b) increase or extend the Commitments of the Lenders or subject the
Lenders to any additional obligations, (c) reduce the principal of, or interest
on, any Advance or the Notes or any facility fees hereunder, (d) postpone any
date fixed for any payment of principal of, or interest on, any Advance or the
Notes or any facility fees hereunder, (e) change the percentage of the
Commitments or of the aggregate unpaid principal amount of any Advance or the
Notes, or the number of Lenders, which shall be required for the Lenders or any
of them to take any action under this Agreement, (f) amend this Section 9.1, (g)
amend, waive or consent to any departure of any provision in Article VI or (h)
except as provided below, release any Borrower from its guarantee in Article VI;
provided, further, that no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent and the CAF Advance Agent in addition to
the Lenders required hereinabove to take such action, affect the rights or
duties of the Administrative Agent or the CAF Advance Agent under this Agreement
or any Note; provided, still further, that the guarantee of a Borrower under
Article VI shall be released automatically upon (i) the sale by the Company of
such Borrower, provided that such sale is permitted under this Agreement, or
(ii) such Borrower ceasing to be a Borrower (it being understood that the
Company and EPNGC shall never cease to be a Borrower hereunder).

          SECTION 9.2 Notices, Etc. Except as otherwise provided in Section
2.2(a), 2.5(d) or 2.15(b), all notices and other communications provided for
hereunder shall be in writing (including telecopier and other readable
communication) and mailed by certified mail, return receipt requested,
telecopied or otherwise transmitted or delivered, if to any Borrower, c/o the
Company at El Paso Energy Building, 1001 Louisiana Street, Houston, Texas 77002,
Attention: Executive Vice President and Chief Financial Officer, Telecopier:
(713) 420-4975; if to any Lender, at its address set forth under its name on
Schedule I; if to the Administrative Agent, at 270 Park Avenue, 21st floor, New
York, New York 10017, Attention: Peter Ling, Telecopier: (212) 270-3897; and if
to the CAF Advance Agent, at One Chase Manhattan Plaza, 8th Floor, New York, New
York 10081, Attention: Jackie Reid, Telecopier: (212) 552-5777, Telephone: (212)
552-7683; or, as to each party and each Borrowing Subsidiary, at such other
address as shall be designated by such party in a written notice to the other
parties. All such notices and communications shall, if so mailed, telecopied or
otherwise transmitted, be effective


<PAGE>   63
                                                                              58


when received, if mailed, or when the appropriate answerback or other evidence
of receipt is given, if telecopied or otherwise transmitted, respectively. A
notice received by the Administrative Agent, the CAF Advance Agent or a Lender
by telephone pursuant to Section 2.2(a), 2.5(d) or 2.15(a) shall be effective if
the Administrative Agent or Lender believes in good faith that it was given by
an authorized representative of the applicable Borrower and acts pursuant
thereto, notwithstanding the absence of written confirmation or any
contradictory provision thereof.

          SECTION 9.3 No Waiver; Remedies. No failure on the part of any Lender,
the Administrative Agent or the CAF Advance Agent to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder or
under any Note preclude any other or further exercise thereof or the exercise of
any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.

          SECTION 9.4 Costs and Expenses; Indemnity. (a) Each Borrower agrees to
pay on demand (to the extent not reimbursed by any other Borrower) (i) all
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent in connection with the preparation, execution and delivery of this
Agreement, the Notes and the other documents to be delivered hereunder and the
fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all
reasonable costs and expenses incurred by the Administrative Agent and its
Affiliates in initially syndicating all or any portion of the Commitments
hereunder, including, without limitation, the related reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent or its
Affiliates, travel expenses, duplication and printing costs and courier and
postage fees, and excluding any syndication fees paid to other parties joining
the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred
by the Administrative Agent, the CAF Advance Agent and the Lenders in connection
with the enforcement (whether through negotiations, legal proceedings in
bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes
and the other documents to be delivered hereunder and thereunder, including the
reasonable fees and out-of-pocket expenses of counsel.

          (b) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance or CAF Advance is made by any Borrower to or for the account of a
Lender on any day other than the last day of the Interest Period for such
Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion
pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the
maturity of the Advances and the Notes pursuant to Section 7.1 or due to any
other reason attributable to such Borrower, or if any Borrower shall fail to
make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower
has given a notice requesting the same in accordance with the provisions of this
Agreement, such Borrower shall, upon demand by such Lender (with a copy of such
demand to the Administrative Agent), pay to the Administrative Agent for the
account of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses which it may reasonably incur as a result
of such payment, Conversion or failure to borrow, including, without limitation,
any loss (excluding loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
any Lender to fund or maintain such Advance.



<PAGE>   64
                                                                              59


          (c) Each Borrower agrees to indemnify and hold harmless the
Administrative Agent, the CAF Advance Agent and each Lender (to the extent not
reimbursed by any other Borrower) from and against any and all claims, damages,
liabilities and expenses (including, without limitation, fees and disbursements
of counsel) which may be incurred by or asserted against the Administrative
Agent, the CAF Advance Agent or such Lender in connection with or arising out of
any investigation, litigation, or proceeding (whether or not the Administrative
Agent, the CAF Advance Agent or such Lender is party thereto) related to any
acquisition or proposed acquisition by the Company, or by any Subsidiary of the
Company, of all or any portion of the stock or substantially all the assets of
any Person or any use or proposed use of the Advances by any Borrower (excluding
any claims, damages, liabilities or expenses incurred by reason of the gross
negligence or willful misconduct of the party to be indemnified or its employees
or agents, or by reason of any use or disclosure of information relating to any
such acquisition or use or proposed use of the proceeds by the party to be
indemnified or its employees or agents).

          SECTION 9.5 Right of Set-Off. Upon the declaration of the Advances and
the Notes as due and payable pursuant to the provisions of Section 7.1, each
Lender is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of the applicable Borrower against any and all of the obligations of
such Borrower now or hereafter existing under this Agreement and the Notes of
such Borrower held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement or such Notes and although such
obligations may be unmatured. Each Lender agrees promptly to notify the Company
after any such set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 9.5 are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) which such Lender may have.

          SECTION 9.6 Binding Effect. This Agreement shall become effective in
accordance with the provisions of Section 3.1, and thereafter shall be binding
upon and inure to the benefit of the Borrowers, the Administrative Agent, the
CAF Advance Agent and each Lender and their respective successors and assigns,
except that no Borrower shall have the right to assign its rights or obligations
hereunder or any interest herein without the prior written consent of all of the
Lenders.

          SECTION 9.7 Assignments and Participations. (a) Each Lender may assign
to one or more banks or other financial institutions all or a portion of its
rights and obligations under this Agreement (including, without limitation, all
or a portion of its Commitment, the Advances owing to it and the Notes held by
it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of all rights and obligations under this
Agreement, (ii) the amount of the Commitment of the assigning Lender being
assigned pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than $15,000,000 (or, if less, the entire Commitment of the assigning
Lender) and shall be an integral multiple of $1,000,000, (iii) each



<PAGE>   65
                                                                              60


such assignment shall be to an Eligible Assignee, and (iv) the parties to each
such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Notes subject to such assignment and a processing and recordation fee
of $2,500, and shall send to the Company an executed counterpart of such
Assignment and Acceptance. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, (A) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and (B) the assigning Lender thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

          (b) By executing and delivering an Assignment and Acceptance, each
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of each
Borrower or the performance or observance by each Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.1 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, the CAF Advance Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent and the CAF Advance Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent and the CAF Advance Agent by the terms hereof, together
with such powers as are reasonably incidental thereto; and (vii) such assignee
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.

          (c) The Administrative Agent shall maintain at its address referred to
in Section 9.2 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amount of the Advances owing
to, each Lender from time to time (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error,


<PAGE>   66
                                                                              61


and each Borrower, the Administrative Agent, the CAF Advance Agent and the
Lenders may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by any Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice. Upon the acceptance of any Assignment
and Acceptance for recordation in the Register, Schedule I hereto shall be
deemed to be amended to reflect the revised Commitments of the Lenders parties
to such Assignment and Acceptance as well as administrative information with
respect to any new Lender as such information is recorded in the Register.

          (d) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and as assignee representing that it is an Eligible Assignee,
together with any Notes subject to such assignment, the Administrative Agent
shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit G hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company; within five Business Days after
its receipt of such notice and its receipt of an executed counterpart of such
Assignment and Acceptance, the Borrowers, at their own expense, shall execute
and deliver to the Administrative Agent in exchange for the surrendered Notes,
if any, new Notes to the order of such Eligible Assignee, if requested, in an
amount equal to the Commitment assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Commitment hereunder, new
Notes, if requested, to the order of the assigning Lender in an amount equal to
the Commitment retained by it hereunder. Such new Notes, if any, shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Notes, if any, shall be dated (A) in the case of Notes made by the
Company, EPNGC and Tennessee the Closing Date and (B) in the case of Notes made
by any other Borrower, the date such other Borrower executes and delivers its
Joinder Agreement, and shall otherwise be in substantially the form of Exhibit
A.

          (e) Each Lender may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment,
and the Advances owing to it and the Notes held by it); provided, however, that
(i) such Lender's obligations under this Agreement (including, without
limitation, its Commitment to the Borrowers hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iii) such Lender shall remain the holder
of any such Notes for all purposes of this Agreement, (iv) the Borrowers, the
Administrative Agent, the CAF Advance Agent and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement, (v) such Lender shall continue to
be able to agree to any modification or amendment of this Agreement or any
waiver hereunder without the consent, approval or vote of any such participant
or group of participants, other than modifications, amendments and waivers which
(A) postpone any date fixed for any payment of, or reduce any payment of,
principal of or interest on such Lender's Advances or Notes or any facility fees
payable under this Agreement, or (B) increase the amount of such Lender's
Commitment in a manner which would have the effect of increasing the amount of a
participant's participation, or (C) reduce the interest rate payable under this
Agreement and such Lender's Notes, or (D) consent to the assignment or the
transfer by any Borrower of any of its rights and



<PAGE>   67
                                                                              62


obligations under the Agreement, and (vi) except as contemplated by the
immediately preceding clause (v), no participant shall be deemed to be or to
have any of the rights or obligations of a "Lender" hereunder.

          (f) Any Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 9.7, disclose
to the assignee or participant or proposed assignee or participant, any
information relating to the Borrowers furnished to such Lender by or on behalf
of the Borrowers; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree in writing for the
benefit of the Borrowers to preserve the confidentiality of any confidential
information relating to the Borrowers received by it from such Lender in a
manner consistent with Section 9.8.

          (g) Anything in this Agreement to the contrary notwithstanding, any
Lender may at any time create a security interest in all or any portion of its
rights under this Agreement (including, without limitation, the Advances owing
to it) and the Notes issued to it hereunder in favor of any Federal Reserve Bank
in accordance with Regulation A of the Board of Governors of the Federal Reserve
System (or any successor regulation) and the applicable operating circular of
such Federal Reserve Bank.

          SECTION 9.8 Confidentiality. Each Lender, the Administrative Agent and
the CAF Advance Agent (each, a "Party") agrees that it will use its best efforts
not to disclose, without the prior consent of the Company (other than to its, or
its Affiliate's, employees, auditors, accountants, counsel or other
representatives, whether existing at the date of this Agreement or any
subsequent time), any information with respect to the Borrowers which is
furnished pursuant to this Agreement, provided that any Party may disclose any
such information (i) as has become generally available to the public, (ii) as
may be required or appropriate in any report, statement or testimony submitted
to any municipal, state or Federal regulatory body having or claiming to have
jurisdiction over such party or to the Board of Governors of the Federal Reserve
System or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors, (iii) as may be
required or appropriate in response to any summons or subpoena or in connection
with any litigation or regulatory proceeding, (iv) in order to comply with any
law, order, regulation or ruling applicable to such party, or (v) to any
prospective assignee or participant in connection with any contemplated
assignment of any rights or obligations hereunder, or any sale of any
participation therein, by such Party pursuant to Section 9.7, if such
prospective assignee or participant, as the case may be, executes an agreement
with the Company containing provisions substantially similar to those contained
in this Section 9.8; provided, however, that the Company acknowledges that the
Administrative Agent has disclosed and may continue to disclose such information
as the Administrative Agent in its sole discretion determines is appropriate to
the Lenders from time to time.

          SECTION 9.9 Consent to Jurisdiction. (a) Each Borrower hereby
irrevocably submits to the jurisdiction of any New York State or Federal court
sitting in New York City and any appellate court from any thereof in any action
or proceeding by the Administrative Agent, the CAF Advance Agent, any Lender or
the holder of any Note in respect of, but only in respect of,


<PAGE>   68
                                       63


any claims or causes of action arising out of or relating to this Agreement or
the Notes (such claims and causes of action, collectively, being "Permitted
Claims"), and each Borrower hereby irrevocably agrees that all Permitted Claims
may be heard and determined in such New York State court or in such Federal
court. Each Borrower hereby irrevocably waives, to the fullest extent it may
effectively do so, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any aforementioned court in respect of Permitted
Claims. Each Borrower hereby irrevocably appoints CT Corporation System (the
"Process Agent"), with an office on the date hereof at 1633 Broadway, New York,
New York 10019, as its agent to receive on behalf of such Borrower and its
property service of copies of the summons and complaint and any other process
which may be served by the Administrative Agent, any Lender or the holder of any
Note in any such action or proceeding in any aforementioned court in respect of
Permitted Claims. Such service may be made by delivering a copy of such process
to the Company by courier and by certified mail (return receipt requested), fees
and postage prepaid, both (i) in care of the Process Agent at the Process
Agent's above address and (ii) at the Company's address specified pursuant to
Section 9.2, and each Borrower hereby irrevocably authorizes and directs the
Process Agent to accept such service on its behalf. Each Borrower agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

          (b) Nothing in this Section 9.9 (i) shall affect the right of any
Lender, the holder of any Note or the Administrative Agent or the CAF Advance
Agent to serve legal process in any other manner permitted by law or affect any
right otherwise existing of any Lender, the holder of any Note or the
Administrative Agent or the CAF Advance Agent to bring any action or proceeding
against any Borrower or its property in the courts of other jurisdictions or
(ii) shall be deemed to be a general consent to jurisdiction in any particular
court or a general waiver of any defense or a consent to jurisdiction of the
courts expressly referred to in subsection (a) above in any action or proceeding
in respect of any claim or cause of action other than Permitted Claims.

          SECTION 9.10 GOVERNING LAW. THIS AGREEMENT AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

          SECTION 9.11 Rate of Interest. It is the intention of the parties
hereto that each Lender shall each conform strictly to usury laws applicable to
it. Accordingly, if the transactions contemplated hereby would be usurious as to
any Lender under laws applicable to it, then, in that event, notwithstanding
anything to the contrary in this Agreement or in the Notes to the order of such
Lender, it is agreed as follows: (a) the aggregate of all consideration which
constitutes interest under law applicable to such Lender that is contracted for,
taken, reserved, charged or received by such Lender hereunder, or under such
Notes or otherwise, shall under no circumstances exceed the maximum amount
allowed by such applicable law, and any excess shall be credited by such Lender
on the principal amount of the sums owed to such Lender (or, if all amounts
owing to such Lender shall have been paid in full, refunded by such Lender to
the applicable Borrower); or (b) in the event that a prepayment of any Advances
owed to any Lender is required, then such consideration that constitutes
interest under law applicable to such Lender may never include more than the
maximum amount allowed by such applicable law, and excess



<PAGE>   69
                                                                              64


interest, if any, provided for shall be cancelled automatically by such Lender
as of the date of such prepayment and, if theretofore paid, shall be credited by
such Lender on the principal amount of such prepayment obligation (or, if the
principal amount of such prepayment obligation shall have been paid in full,
refunded by such Lender to the applicable Borrower). To the extent that Article
5069-1.0001 of the Texas Revised Civil Statutes is relevant to any Lender for
the purpose of determining the maximum amount of interest allowed by applicable
law, such Lender hereby elects to determine the applicable rate ceiling under
such Article by the indicated (weekly) rate ceiling from time to time in effect,
subject to such Lender's right subsequently to change such method in accordance
with applicable law. In no event, however, shall Chapter 346 of the Texas
Finance Code apply to this Agreement or the Notes or the transactions
contemplated hereby.

          SECTION 9.12 Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery to the Administrative Agent of a counterpart executed by a Lender shall
constitute delivery of such counterpart to all of the Lenders. This Agreement
may be delivered by facsimile transmission of the relevant signature pages
hereof.
<PAGE>   70

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


                             EL PASO ENERGY CORPORATION

                             By: /s/ C. Dana Rice
                                ------------------------------------------------
                             Title: Vice President & Treasurer

                             EL PASO NATURAL GAS COMPANY

                             By: /s/ C. Dana Rice
                                ------------------------------------------------
                             Title: Vice President & Treasurer

                             TENNESSEE GAS PIPELINE COMPANY

                             By: /s/ C. Dana Rice
                                ------------------------------------------------
                             Title: Vice President & Treasurer

                             THE CHASE MANHATTAN BANK, as
                              Administrative Agent, CAF Advance
                              Agent and a Lender


                             By: /s/ Peter M. Ling
                                ------------------------------------------------
                                    Peter M. Ling
                             Title: Vice President


                             CITIBANK, N.A., as Co-Documentation
                              Agent and a Lender

                             By: /s/ Mark Stanfield Packard
                                ------------------------------------------------
                                    Mark Stanfield Packard
                             Title: Vice President

<PAGE>   71


                             ABN AMRO BANK N.V., as Co-Documentation
                              Agent and a Lender

                             By: /s/ Michael W. Nepveux
                                ------------------------------------------------
                                    Michael W. Nepveux
                             Title: Group Vice President

                             By: /s/ Charles W. Randall
                                ------------------------------------------------
                                    Charles W. Randall
                             Title: Senior Vice President


                             BANK OF AMERICA, N.A., as Syndication
                              Agent and a Lender

                             By: /s/ Patrick M. Delaney
                                ------------------------------------------------
                                    Patrick M. Delaney
                             Title: Managing Director


                             AUSTRALIA AND NEW ZEALAND
                              BANKING GROUP LIMITED, as a Lender

                             By: /s/ [ILLEGIBLE]
                                ------------------------------------------------
                             Title: Regional Credit Executive-Americas


                             ARAB BANKING CORPORATION (B.S.C.), as
                              a Lender

                             By: /s/ Stephen A. Plauche
                                ------------------------------------------------
                                    Stephen A. Plauche
                             Title: Vice President

<PAGE>   72


                             BANCA COMMERCIALE ITALIANA- LOS ANGELES
                              FOREIGN BRANCH, as a Lender

                             By: /s/ C. Dougherty
                                ------------------------------------------------
                                    C. Dougherty
                             Title: VP

                             By: /s/ E. Bermant
                                ------------------------------------------------
                                    E. Bermant
                             Title: FVP/Deputy Manager


                             BANCA DI ROMA- CHICAGO BRANCH, as a Lender

                             By: /s/ Aurora Pensa
                                ------------------------------------------------
                             Title: Aurora Pensa (97974) Vice President

                             By: /s/ Claudio Perna
                                ------------------------------------------------
                             Title: Claudio Perna (19690) Sr. Vice President &
                                                          Manager


                             BANKBOSTON, N.A., as a Lender

                             By: /s/ Michael Kane
                                ------------------------------------------------
                                    MICHAEL KANE
                             Title: Managing Director


                             THE BANK OF NEW YORK, as a Lender

                             By: /s/ Ian K. Stewart
                                ------------------------------------------------
                                    IAN K. STEWART
                             Title: SENIOR VICE PRESIDENT


                             THE BANK OF NOVA SCOTIA, as a Lender

                             By: /s/ [ILLEGIBLE]
                                ------------------------------------------------
                             Title: Senior Manager Loan Operations

<PAGE>   73

                             BANQUE NATIONALE DE PARIS, as a Lender

                             By: /s/ Warren Ross
                                ------------------------------------------------
                                    Warren Ross
                             Title: Assistant Vice President


                             BARCLAYS BANK PLC, as a Lender

                             By: /s/ [ILLEGIBLE]
                                ------------------------------------------------
                             Title: Director


                             CIBC, INC., as a Lender

                             By: /s/ [ILLEGIBLE]
                                ------------------------------------------------
                             Title: Authorized Signatory


                             CREDIT AGRICOLE INDOSUEZ, as a Lender

                             By: /s/ Douglas A. Whiddon
                                ------------------------------------------------
                                    Douglas A. Whiddon
                             Title: Vice President, Senior Relationship Manager

                             By: /s/ Patrick Cocquerel
                                ------------------------------------------------
                                    PATRICK COCQUEREL
                             Title: FIRST VICE PRESIDENT, MANAGING DIRECTOR
                                    HEAD OF HOUSTON REPRESENTATIVE OFFICE


                             CREDIT LYONNAIS NEW YORK BRANCH, as a Lender

                             By: /s/ W. Jay Buckley
                                ------------------------------------------------
                                    W. JAY BUCKLEY
                             Title: VICE PRESIDENT


                             CREDIT SUISSE FIRST BOSTON, as a Lender

                             By: /s/ Douglas E. Maher
                                ------------------------------------------------
                                    DOUGLAS E. MAHER
                             Title: VICE PRESIDENT

                             By: /s/ James P. Moran
                                ------------------------------------------------
                                    JAMES P. MORAN
                             Title: DIRECTOR
<PAGE>   74


                             THE DAI-ICHI KANGYO BANK, LTD. NEW YORK BRANCH,
                              as a Lender


                             By: /s/  [ILLEGIBLE]
                                ------------------------------------------------
                             Title: Assistant Vice President


                             DEUTSCHE BANK AG NEW YORK BRANCH a/o Cayman Islands
                              Branch, as a Lender


                             By: /s/ Paul L. Harinstein
                                ------------------------------------------------
                                    Paul L. Harinstein
                             Title: Managing Director

                             By: /s/ Catherine Ruhland
                                ------------------------------------------------
                                    CATHERINE RUHLAND, V.P.
                             Title: CREDIT RISK MANAGEMENT


                             DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
                              BRANCHES, as a Lender

                             By: /s/ Thomas Lake
                                ------------------------------------------------
                                    THOMAS LAKE
                             Title: Vice President

                             By: /s/ Frederic O. Lahner
                                ------------------------------------------------
                                    FREDERIC O. LAHNER
                             Title: ASSISTANT VICE PRESIDENT


                             THE FIRST NATIONAL BANK OF CHICAGO, as a Lender

                             By: /s/ Karen C. Patterson
                                ------------------------------------------------
                             Title: Authorized Signer


                             FIRST UNION NATIONAL BANK, as a Lender

                             By: /s/ Robert R. Wetteroff
                                ------------------------------------------------
                                    ROBERT R. WETTEROFF
                             Title: SENIOR VICE PRESIDENT

<PAGE>   75


                             THE FUJI BANK, LIMITED, as a Lender

                             By: /s/ [ILLEGIBLE]
                                ------------------------------------------------
                             Title: Senior Vice President & Manager


                             THE INDUSTRIAL BANK OF JAPAN
                              TRUST COMPANY, as a Lender

                             By: /s/ Mike Oakes
                                ------------------------------------------------
                                    Mike Oakes
                             Title: Senior Vice President
                                    The Industrial Bank of Japan, Limited,
                                    Houston Office (Authorized Representative)


                             KBC BANK N.V., as a Lender

                             By: /s/ Robert Snauffer
                                ------------------------------------------------
                                    ROBERT SNAUFFER
                             Title: FIRST VICE PRESIDENT

                             By: /s/ Raymond F. Murray
                                ------------------------------------------------
                                    RAYMOND F. MURRAY
                             Title: FIRST VICE PRESIDENT


                             MEES PIERSON CAPITAL CORP., as a Lender

                             By: /s/ Darrell W. Holley
                                ------------------------------------------------
                                    Darrell W. Holley
                             Title: Senior Vice President

                             By: /s/ Karel Louman
                                ------------------------------------------------
                                    Karel Louman
                             Title: Managing Director

                             MELLON BANK, N.A., as a Lender

                             By: /s/ Roger E. Howard
                                ------------------------------------------------
                             Title: Vice President

<PAGE>   76

                             MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                              as a Lender

                             By: /s/ Robert Bottamedi
                                ------------------------------------------------
                                    ROBERT BOTTAMEDI
                             Title: VICE PRESIDENT


                             NATIONAL WESTMINSTER BANK PLC, NEW YORK BRANCH,
                              as a Lender

                             By: /s/ Patricia J. Dundee
                                ------------------------------------------------
                                    PATRICIA J. DUNDEE
                             Title: SENIOR VICE PRESIDENT


                             NATIONAL WESTMINSTER BANK PLC, NASSAU
                              BRANCH, as a Lender

                             By: /s/ Patricia J. Dundee
                                ------------------------------------------------
                                    PATRICIA J. DUNDEE
                             Title: SENIOR VICE PRESIDENT


                             THE NORINCHUKIN BANK, NEW YORK
                              BRANCH, as a Lender

                             By: /s/ Yoshiro Niiro
                                ------------------------------------------------
                                    Yoshiro Niiro
                             Title: General Manager


                             THE NORTHERN TRUST COMPANY, as a Lender

                             By: /s/ David J. Mitchell
                                ------------------------------------------------
                                    DAVID J. MITCHELL
                             Title: VICE PRESIDENT


                             PARIBAS, as a Lender

                             By: /s/ Marian Livingston
                                ------------------------------------------------
                                    MARIAN LIVINGSTON
                             Title: VICE PRESIDENT

                             By: /s/ John H. Roberts
                                ------------------------------------------------
                                    John H. Roberts
                             Title: Vice President


                             PNC BANK, NATIONAL ASSOCIATION, as a Lender

                             By: /s/ [ILLEGIBLE]
                                ------------------------------------------------
                             Title: Vice President

<PAGE>   77


                             ROYAL BANK OF CANADA, as a Lender

                             By: /s/ J.D. Frost
                                ------------------------------------------------
                                    J.D. FROST
                             Title: SENIOR MANAGER


                             SOCIETE GENERALE, SOUTHWEST AGENCY, as a Lender

                             By: /s/ Richard A. Gould
                                ------------------------------------------------
                                    Richard A. Gould
                             Title: Director


                             SUNTRUST BANK, ATLANTA as a Lender

                             By: /s/ Deborah S. Armstrong
                                ------------------------------------------------
                                    Deborah S. Armstrong
                             Title: Vice President


                             TORONTO DOMINION (TEXAS), INC., as a Lender

                             By: /s/ Jimmy Simien
                                ------------------------------------------------
                                    Jimmy Simien
                             Title: Vice President

                             WELLS FARGO BANK (TEXAS) N.A., as a Lender

                             By: /s/ Christina Faith
                                ------------------------------------------------
                             Title: AVP


                             WESTDEUTSCHE LANDESBANK
                              GIROZENTRALE, NEW YORK BRANCH, as a Lender


                             By: /s/ Kheil A. McIntyre
                                ------------------------------------------------
                                    KHEIL A. MCINTYRE
                             Title: VICE PRESIDENT

                             By: /s/ Walter T. Duffy III
                                ------------------------------------------------
                                    Walter T. Duffy III
                             Title: Vice President

                             THE SUMITO BANK, LIMITED
                              NEW YORK BRANCH, as a Lender


                             By: /s/ [ILLEGIBLE]
                                ------------------------------------------------
                             Title: Senior Vice President


                             AMSOUTH BANK, as a Lender


                             By: /s/ David A. Simmons
                                ------------------------------------------------
                                    David A. Simmons
                             Title: Senior Vice President


                             BANCO BILBAO VIZCAYA, as a Lender


                             By: /s/ Manuel Sanchez
                                ------------------------------------------------
                                    Manuel Sanchez
                             Title: Global Relationship Manager


                             By: /s/ John Martini Carreras
                                ------------------------------------------------
                                    John Martini Carreras
                             Title: Vice President




<PAGE>   78
                                                                      SCHEDULE I


                          COMMITMENTS, ADDRESSES, ETC.

<TABLE>
<CAPTION>

Name and Address of Lender                                  Amount of Commitment
--------------------------                                  --------------------

<S>                                                         <C>
The Chase Manhattan Bank
270 Park Avenue                                             $70,888,463
New York, NY 10017
Attention:  Peter Ling
Telephone:  212-270-4676
Telecopier:  212-270-3897

Citibank, N.A.
1200 Smith Street, Suite 2000                               $70,888,469
Houston, TX 77002
Attention:  James Reilly/Steve Baillie
Telephone:  713-654-2820/713-654-2887
Telecopier:  713-654-2849/713-654-2849

ABN AMRO Bank, N.V.
Three Riverway, Suite 1700                                  $70,888,469
Houston, TX 77056
Attention:  Michael Nepveux
Telephone:  713-964-3316
Telecopier:  713-621-5801

Bank of America, N.A.
700 Louisiana Street, 8th Floor                             $70,888,469
Houston, TX 77002
Attention:  Patrick Delaney
Telephone:  713-247-7373
Telecopier:  713-247-6568

Australia and New Zealand
Banking Group Limited                                       $14,177,694
1177 Avenue of the Americas
New York, NY 10036
Attention:  David Giacalone
Telephone:  212-801-9814
Telecopier:  212-556-4814
</TABLE>

<PAGE>   79

                                                                               2

<TABLE>
<CAPTION>

Name and Address of Lender                                  Amount of Commitment
--------------------------                                  --------------------

<S>                                                         <C>
Arab Banking Corporation (B.S.C.)                           $14,177,694
277 Park Avenue, 32nd Floor
New York, NY 10172-3299
Attention:  Loan Department Manager
Telephone:  212-583-4771
Telecopier:  212-583-0921

Banca Commerciale Italianna-
Los Angeles Foreign Branch                                  $23,629,490
555 South Flower Street, 43rd Floor
Los Angeles, CA 90071
Attention:  Jack Wityak
Telephone:  213-624-0440
Telecopier:  213-624-0457

Banca di Roma- Chicago Branch                               $14,177,694
225 West Washington Street, Suite 1200
Chicago, IL 60606
Attention:  Aurora Pensa
Telephone:  312-704-2630
Telecopier:  312-726-3058

BankBoston, N.A.                                            $23,629,490
100 Federal Street
MS 01-08-04
Boston, MA 02110
Attention:  Michael Kane/Jill Calebrese
Telephone:  617-434-5358/617-434-9579
Telecopier:  617-434-3652/617-434-3652

The Bank of New York                                        $35,444,234
One Wall Street
New York, NY 10286
Attention:  Peter Keller/Kevin Walker
Telephone:  212-635-7861/212-635-7609
Telecopier:  212-635-7923/24/212-635-7923

The Bank of Nova Scotia                                     $47,258,979
600 PeachTree Street, N.A.
Suite 2700
Atlanta, GA 30308
Attention:  Robert Ahern
Telephone:  404-877-1565
Telecopier:  404-888-8998
</TABLE>

<PAGE>   80
                                                                               3

<TABLE>
<CAPTION>

Name and Address of Lender                                  Amount of Commitment
--------------------------                                  --------------------

<S>                                                         <C>
Banque Nationale de Paris                                   $35,444,234
333 Clay Street, Suite 3400
Houston, TX 77002
Attention:  Warren Ross
Telephone:  713-951-1224
Telecopier:  713-659-1414

Barclays Bank PLC                                           $35,444,234
222 Broadway
New York, NY 10038
Attention:  Richard Williams/Derek Rozycki
Telephone:  212-412-7570/212-412-7633
Telecopier:  212-412-7585/212-412-7585

CIBC, Inc.                                                  $35,444,234
1600 Smith Street, Suite 3100
Houston, TX 77002
Attention:  Mark Wolf/Lucia Martinea
Telephone:  713-650-2588/713-650-2549
Telecopier:  713-650-7675/713-650-7675

Credit Agricole Indosuez                                    $14,177,694
600 Travis Street, Suite 2340
Houston, TX 77002
Attention:  Doug Whiddon/Brian Knezeak
Telephone:  713-223-7003/713-223-7001
Telecopier:  713-223-7029/713-223-7029

Credit Lyonnais, New York Branch                            $47,258,979
1000 Louisiana Street, Suite 5360
Houston, TX 77002
Attention:  Robert LaRoque
Telephone:  713-753-8733
Telecopier:  713-751-0307

Credit Suisse First Boston                                  $23,629,490
11 Madison Avenue
New York, NY 10010-3629
Attention:  Doug Maher
Telephone:  212-325-3641
Telecopier:  212-325-8615
</TABLE>

<PAGE>   81

                                                                               4
<TABLE>
<CAPTION>

Name and Address of Lender                                  Amount of Commitment
--------------------------                                  --------------------

<S>                                                         <C>
The Dai-ichi Kangyo Bank, Ltd. New York                     $14,177,694
Branch
One World Trade Center, Suite 4911
New York, NY 10048
Attention:  Katsuya Noto/Bert Tang
Telephone:  212-432-6627/212-432-8839
Telecopier:  212-912-1879/212-912-1879

Deutsche Bank AG New York Branch a/o                        $35,444,234
Cayman Islands Branch
130 Liberty Street
New York, NY 10006
Attention:  Mark Tarkington
Telephone:  212-250-7684
Telecopier:  212-250-8693

Dresdner Bank AG, New York and Grand                        $14,177,694
Cayman Branches
75 Wall Street
New York, NY 10005
Attention:  Andrew Cullinan/Mike Mangan
Telephone:  212-429-2226/212-429-2112
Telecopier:  212-429-2192/212-429-2081

The First National Bank of Chicago                          $47,258,979
910 Travis Street, 6th Floor
Houston, TX 77002
Attention:  Karen Paterson
Telephone:  713-751-3863
Telecopier:  713-751-3760

First Union National Bank                                   $23,629,490
1001 Fannin Street
Houston, TX 77002
Attention:  Paul Riddle/Phillip Trinder
Telephone:  713-346-2703/713-346-2718
Telecopier:  713-650-6354/713-650-6354

The Fuji Bank, Limited                                      $23,629,490
One Houston Center, Suite 4100
Houston, TX 77010
Attention:  Mark Polasek
Telephone:  713-650-7863
Telecopier:  713-759-0048
</TABLE>

<PAGE>   82

                                                                               5

<TABLE>
<CAPTION>

Name and Address of Lender                                  Amount of Commitment
--------------------------                                  --------------------

<S>                                                         <C>
The Industrial Bank of Japan Trust Company                  $23,629,490
Three Allen Center
Suite 4850
333 Clay Street
Houston, TX 77002
Attention:  W. Lynn Williford
Telephone:  713-651-9444 ext. 104
Telecopier:  713-651-9209

KBC Bank, N.V.                                              $23,629,490
125 West 55th Street, 10th Floor
New York, NY 10019
Attention:  Christine Park
Telephone:  212-541-0731
Telecopier:  212-541-0784

Mees Pierson Capital Corp.                                  $14,177,694
300 Crescent Court, Suite 1750
Dallas, TX 75201
Attention:  Darrell Holley
Telephone:  214-953-9307
Telecopier:  214-754-5981

Mellon Bank, N.A.                                           $47,258,979
Three Mellon Bank Center, Room 1203
Pittsburgh, PA 15259-0003
Attention:  Roger E. Howard/Richard A.
Matthews
Telephone:  412-234-5606/412-
234-9759
Telecopier:  412-236-1840/412-
236-1840

Morgan Guaranty Trust Company                               $14,177,694
of New York
60 Wall Street
New York, NY 10260
Attention:  Dennis Wilezek
Telephone:  212-648-1265
Telecopier:  212-648-5018
</TABLE>

<PAGE>   83

                                                                               6

<TABLE>
<CAPTION>

Name and Address of Lender                                  Amount of Commitment
--------------------------                                  --------------------

<S>                                                         <C>
National Westminster Bank PLC,                              $23,629,490
New York Branch
65 East 55th Street, 24th Floor
New York, NY 10022
Attention:  Patricia Dundee
Telephone:  713-221-2423
Telecopier:  713-221-2430

The Norinchukin Bank, New York                              $14,177,694
Branch
245 Park Avenue, 29th Floor
New York, NY 10167
Attention:  Keisuke Ishii/Hirotaka Shimizu
Telephone:  212-808-4186/212-808-4186
Telecopier:  212-697-5754/212-697-5754

The Northern Trust Company                                  $14,177,694
50 South LaSalle, 11th Floor
Chicago, IL 60675
Attention:   Ms. Jaron Grimm
Telephone:  312-444-2406
Telecopier:  312-630-6062

PARIBAS                                                     $14,177,694
1200 Smith Street, Suite 3100
Houston, TX 77002
Attention:  John Roberts
Telephone:  713-659-4811
Telecopier:  713-659-6915

PNC Bank, National Association                              $23,629,490
Fiftth and Wood Street, 3rd
Floor
Pittsburgh, PA 15265
Attention:  Thomas Majeski
Telephone:  412-762-2431
Telecopier:  412-762-2571

Royal Bank of Canada                                        $14,177,694
12450 Greenspoint Drive, Suite 1450
Houston, TX 77060
Attention:  Doug Frost
Telephone:  281-874-0191
Telecopier:  281-874-0081
</TABLE>

<PAGE>   84

                                                                               7

<TABLE>
<CAPTION>

Name and Address of Lender                                  Amount of Commitment
--------------------------                                  --------------------


<S>                                                         <C>
Societe Generale, Southwest Agency                          $23,629,490
2001 Ross Avenue, Suite 4800
Dallas, TX 75201
Attention:  Richard Gould/Paul Cornell
Telephone:  713-759-6324/713-759-6310
Telecopier:  713-650-0824/713-650-0824

SunTrust Bank, Atlanta                                      $47,258,979
303 Peachtree Street
Atlanta, GA 30308
Attention:  John Fields
Jr./Anne Ford
Telephone:  404-724-3667/404-724-3899
Telecopier:  404-827-6270/404-827-6270

Toronto-Dominion Bank, Houston Agency                       $47,258,979
909 Fannin Street, 17th Floor
Houston, TX 77010
Attention:  Jimmy Simien
Telephone:  713-653-8239
Telecopier:  713-951-9929

Wells Fargo Bank (Texas), N.A.                              $23,629,490
1000 Louisiana Street, 3rd Floor
Houston, TX 77002
Attention: Christina Faith/Jennifer Hill
Telephone: 713-319-1370/713-319-1376
Telecopier: 713-739-1087/713-739-1087

Westdeutsche Landesbank                                     $23,629,490
Girozentrale, New York Branch
1211 Avenue of the Americas
New York, NY 10036
Attention:  Richard Newman
Telephone:  212-852-6120
Telecopier:  212-852-6307

The Sumitomo Bank, Limited,                                 $14,177,694
New York Branch
277 Park Avenue
New York, NY 10172
Attention:  Mike Garrido
Telephone:  212-224-4128
Telecopier:  212-224-4384
</TABLE>

<PAGE>   85

<TABLE>
<CAPTION>

                                                                               8

Name and Address of Lender                                  Amount of Commitment
--------------------------                                  --------------------

<S>                                                         <C>
AmSouth Bank                                                $23,629,490
1900 5th Avenue North
Birmingham, AL 35288
Attention:  David A. Simmons
Telephone:  205-801-0663
Telecopier:  205-583-4436

Banco Bilbao Vizcaya                                        $14,177,694
1345 Avenue of the Americas 5th Floor
New York, NY 10105
Attention:  Manuel Sanchez
Telephone:  212-728-1511
Telecopier:  212-333-2904
</TABLE>
<PAGE>   86


                                                                       EXHIBIT A
                                                                       ---------



                                     FORM OF
                                      NOTE



$                                                             New York, New York
 -----------                                                      August__, 1999


     FOR VALUE RECEIVED, the undersigned, ___________________, a ________
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of (the "Lender") at the office of The Chase Manhattan Bank, located at
270 Park Avenue, New York, New York 10017, in lawful money of the United States
of America and in same day funds, on the first anniversary of the Termination
Date (or if the Lender is an Objecting Lender, the first anniversary of the
Commitment Expiration Date applicable to the Lender) the principal amount of (a)
DOLLARS ($ ), or, if less, (b) the aggregate unpaid principal amount of all
Revolving Credit Advances made by the Lender to the Borrower pursuant to
subsection 2.1 of the Credit Agreement, as hereinafter defined. The Borrower
further agrees to pay interest in like money at such office on the unpaid
principal amount hereof from time to time outstanding at the rates and on the
dates specified in the Credit Agreement.

     The holder of this Note is authorized to, and prior to any transfer hereof
shall, endorse on the schedules attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof the
date, Type and amount of each Revolving Credit Advance made pursuant to
subsection 2.1 of the Credit Agreement and the date and amount of each payment
or prepayment of principal thereof, each continuation thereof, each conversion
of all or a portion thereof to another Type and, in the case of Eurodollar Rate
Advances, the length of each Interest Period with respect thereto. Each such
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement shall not affect
the obligations of the Borrower in respect of such Revolving Credit Advance.

     This Note (a) is one of the Notes referred to in the $1,250,000,000 364-Day
Revolving Credit and Competitive Advance Facility Agreement, dated as of August
16, 1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among El Paso Energy Corporation, El Paso Natural Gas
Company, Tennessee Gas Pipeline Company, the Lender, the other banks and
financial institutions from time to time parties thereto, The Chase Manhattan
Bank, as Administrative Agent and CAF Advance Agent, Citibank, N.A. and ABN Amro
Bank, N.V., as Co-Documentation Agents, and Bank of America, N.A., as
Syndication Agent (b) is subject to the provisions of the Credit Agreement and
(c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement.
<PAGE>   87

                                                                             A-2

     Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.

     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind except those
expressly required under the Credit Agreement.

     Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

                                                [BORROWER]



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

<PAGE>   88


                                                              Schedule A to Note


           ADVANCES, CONVERSIONS AND REPAYMENTS OF BASE RATE ADVANCES



<TABLE>
<CAPTION>

                                                                          Amount of Base Rate
                                    Amount      Amount of Principal of   Advances Converted to
       Amount of Base Rate      Converted to      Base Rate Advances        Eurodollar Rate      Unpaid Principal Balance  Notation
Date       Advances          Base Rate Advances       Repaid                  Advances            of  Base Rate Advances    Made By
-----------------------------------------------------------------------------------------------------------------------------------

<S>     <C>                  <C>                   <C>                   <C>                      <C>                        <C>
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   89


                                                              Schedule B to Note


ADVANCES, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR RATE ADVANCES

<TABLE>
<CAPTION>

                                                                                      Amount of Rate      Unpaid Principal
        Amount of   Amount Converted   Interest Period and  Amount of Principal     Advances Eurodollar      Balance of
       Eurodollar      Eurodollar        Eurodollar Rate       of Eurodollar      Eurodollar Converted to    Eurodollar    Notation
Date  Rate Advances  to Rate Advances with Respect Thereto  Rate Advances Repaid    Base Rate Advances     Rate Advances    Made By
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>           <C>               <C>                   <C>                   <C>                     <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   90

                                                                       EXHIBIT B


                                     FORM OF
                               NOTICE OF BORROWING


The Chase Manhattan Bank, as Administrative Agent
  for the Lenders parties to the
  Credit Agreement referred to below
270 Park Avenue
New York, New York  10017                                                 [Date]

Attention:  El Paso Energy Corporation


Ladies and Gentlemen:

     The undersigned, EL PASO ENERGY CORPORATION, refers to the $1,250,000,000
364-Day Revolving Credit and Competitive Advance Facility Agreement, dated as of
August 16, 1999 (the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, El Paso Natural Gas Company,
Tennessee Gas Pipeline Company, certain Lenders parties thereto, The Chase
Manhattan Bank, as Administrative Agent and CAF Advance Agent for said Lenders,
Citibank, N.A. and ABN Amro Bank, N.V., as Co-Documentation Agents, and Bank of
America, N.A., as Syndication Agent, and hereby gives you notice, irrevocably,
pursuant to Section 2.2 of the Credit Agreement that the undersigned hereby
requests a Borrowing under the Credit Agreement, and in that connection sets
forth below the information relating to such Borrowing (the "Proposed
Borrowing") as required by Section 2.2(a) of the Credit Agreement:

     (i) The Borrower for the Proposed Borrowing is _______________.

     (ii) The Business Day of the Proposed Borrowing is ___________, 199__.

     (iii) The Type of Advances comprising the Proposed Borrowing is [Base Rate
Advances] [Eurodollar Rate Advances].

     (iv) The aggregate amount of the Proposed Borrowing is $__________.

     (v) The Interest Period for each Eurodollar Rate Advance made as part of
the Proposed Borrowing is [______ month[s]].

     The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the Proposed Borrowing, before
and immediately after giving effect thereto and to the application of the
proceed therefrom:
<PAGE>   91

     (A) each representation and warranty contained in Section 4.1 is correct in
all material respects as though made on and as of such date; and

     (B) no event has occurred and is continuing, or would result from such
Proposed Borrowing, which constitutes an Event of Default or Default.

                                   Very truly yours,

                                   EL PASO ENERGY CORPORATION



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

<PAGE>   92


                                                                       EXHIBIT C

                                     FORM OF
                               CAF ADVANCE REQUEST



                                                                          [Date]

The Chase Manhattan Bank, as CAF Advance Agent
270 Park Avenue
New York, New York 10017

     Reference is made to the $1,250,000,000 364-Day Revolving Credit and
Competitive Advance Facility Agreement, dated as of August 16, 1999, among El
Paso Energy Corporation, El Paso Natural Gas Company, Tennessee Gas Pipeline
Company, certain Lenders parties thereto, The Chase Manhattan Bank, as
Administrative Agent and CAF Advance Agent, Citibank, N.A. and ABN Amro Bank,
N.V., as Co-Documentation Agents, and Bank of America, N.A., as Syndication
Agent (as the same may be amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"). Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

     This is a [Fixed Rate] [LIBO Rate] CAF Advance Request* pursuant to Section
2.5 of the Credit Agreement requesting quotes for the following CAF Advances:

<TABLE>
<CAPTION>

                               Loan 1        Loan 2       Loan 3

<S>                          <C>           <C>          <C>
Aggregate Principal Amount   $             $            $
                              ----------    ----------   ---------

CAF Advance Date

Maturity Date

Interest Payment Dates
</TABLE>

                              Very truly yours,

                              [Borrower]


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

-------------------

*    Pursuant to the Credit Agreement, a CAF Advance Request may be transmitted
     in writing, by telecopy, or by telephone, immediately confirmed by
     telecopy. In any case, a CAF Advance Request shall contain the information
     specified in the second paragraph of this form.
<PAGE>   93





                                                                       EXHIBIT D
                                     FORM OF
                                CAF ADVANCE OFFER
                                                              [Date]

The Chase Manhattan Bank, as CAF Advance Agent
270 Park Avenue
New York, New York  10017

     Reference is made to the $1,250,000,000 364-Day Revolving Credit and
Competitive Advance Facility Agreement, dated as of August 16, 1999, among El
Paso Energy Corporation, El Paso Natural Gas Company, Tennessee Gas Pipeline
Company, certain Lenders parties thereto, The Chase Manhattan Bank, as
Administrative Agent and CAF Advance Agent, Citibank, N.A. and ABN Amro Bank,
N.V., as Co-Documentation Agents, and Bank of America, N.A., as Syndication
Agent (as the same may be amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"). Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

     In accordance with Section 2.5 of the Credit Agreement, the undersigned
Lender offers to make CAF Advances thereunder in the following amounts with the
following maturity dates:

<TABLE>
<CAPTION>

 CAF Advance Date:         ,199        Aggregate Maximum Amount: $
                 ----------    --                                ---------
-------------------------------------------------------------------------------

<S>                                    <C>
Maturity Date 1:                       Maximum Amount:   $
               ,199                    $       offered at ----------*
    ---------      --                   -------           ----------
                                       $       offered at           *
                                        -------           ----------

--------------------------------------------------------------------------------
Maturity Date 2:                       Maximum Amount:   $
              ,199                     $       offered at ----------*
    ---------     --                    -------           ----------
                                       $       offered at           *
                                        -------           ----------

--------------------------------------------------------------------------------
Maturity Date 3:                       Maximum Amount:   $
              ,199                     $       offered at ----------*
    ---------     --                    -------           ----------
                                       $       offered at           *
                                        -------           ----------
--------------------------------------------------------------------------------
</TABLE>


                                 Very truly yours,

                                 [NAME OF CAF ADVANCE LENDER]

                                 By:
                                    -----------------------------------
                                    Name:
                                    Title:
                                    Telephone No.:
                                    Telecopy No.:


----------------------------

*    Insert the interest rate offered for the specified CAF Advance. In the case
     of LIBO Rate CAF Advances, insert a margin bid. In the case of Fixed Rate
     CAF Advances, insert a fixed rate bid.

<PAGE>   94




                                                                       EXHIBIT E

                                     FORM OF
                            CAF ADVANCE CONFIRMATION



                                                            [Date]



The Chase Manhattan Bank, as CAF Advance Agent
270 Park Avenue
New York, New York  10017

     Reference is made to the $1,250,000,000 364-Day Revolving Credit and
Competitive Advance Facility Agreement, dated as of August 16, 1999, among El
Paso Energy Corporation, El Paso Natural Gas Company, Tennessee Gas Pipeline
Company, certain Lenders parties thereto, The Chase Manhattan Bank, as
Administrative Agent and CAF Advance Agent, Citibank, N.A. and ABN Amro Bank,
N.V., as Co-Documentation Agents, and Bank of America, N.A., as Syndication
Agent (as the same may be amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"). Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

     In accordance with Section 2.5(d) of the Credit Agreement, the undersigned
accepts and confirms the offers by the CAF Advance Lender(s) to make CAF
Advances to the undersigned on , [date of CAF Advance Borrowing] under Section
2.5(d) in the (respective) amount(s) set forth on the attached list of CAF
Advances offered.

                              Very truly yours,

                              [Borrower]


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

[The Borrower must attach CAF Advance offer list prepared by the CAF Advance
Agent with accepted amount entered by the Borrower to the right of each CAF
Advance offer].


<PAGE>   95

                                                                       EXHIBIT F


                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

                            Dated _____________, ____


     Reference is made to the $1,250,000,000 364-Day Revolving Credit and
Competitive Advance Facility Agreement, dated as of August 16, 1999 (as the same
may be amended or otherwise modified from time to time, the "Credit Agreement")
among EL PASO ENERGY CORPORATION, a Delaware corporation (the "Company"), EL
PASO NATURAL GAS COMPANY, a Delaware corporation, TENNESSEE GAS PIPELINE
COMPANY, a Delaware corporation, the Lenders (as defined in the Credit
Agreement), The Chase Manhattan Bank, as administrative agent (the
"Administrative Agent") and as CAF Advance Agent (the "CAF Advance Agent") for
the Lenders, Citibank, N.A. and ABN Amro Bank, N.V., as Co-Documentation Agents,
and Bank of America, N.A. , as Syndication Agent. Terms defined in the Credit
Agreement are used herein with the same meaning.

     _____________ (the "Assignor") and ____________ (the "Assignee") agree as
follows:

     1. The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, that interest in and to all of
the Assignor's rights and obligations under the Credit Agreement as of the date
hereof which represents the percentage interest specified on Schedule 1 of all
outstanding rights and obligations under the Credit Agreement, including,
without limitation, such interest in the Assignor's Commitment, the Advances
owing to the Assignor, and the Notes held by the Assignor. After giving effect
to such sale and assignment, the Assignee's Commitment and the amount of the
Advances owing to the Assignee will be as set forth in Section 2 of Schedule 1.

     2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of each Borrower or the
performance or observance by each Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto;
and (iv) attaches the Notes referred to in paragraph 1 above and requests that
the Administrative Agent exchange such Notes for new Notes payable to the order
of the Assignee in an amount equal to the Commitment assumed by the Assignee
pursuant hereto or new Notes payable to the order of the Assignee in an amount
equal to the Commitment assumed by the Assignee pursuant hereto and the Assignor
in an amount equal to the Commitment

<PAGE>   96

                                                                             F-2

retained by the Assignor under the Credit Agreement, respectively, as specified
on Schedule 1 hereto.

     3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.1 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent, the Assignor or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Administrative Agent and CAF Advance Agent to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement as are delegated to the Administrative Agent and CAF Advance Agent by
the terms thereof, together with such powers as are reasonably incidental
thereto; (v) agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender; [and] (vi) specifies as its address for notices the
address set forth beneath its name on the signature pages hereof [and (vii)
attaches the forms prescribed by the Internal Revenue Service of the United
States certifying as to the Assignee's status for purposes of determining
exemption from United States withholding taxes with respect to all payments to
be made to the Assignee under the Credit Agreement and the Notes or such other
documents as are necessary to indicate that all such payments are subject to
such rates at a rate reduced by an applicable tax treaty]*.

     4. Following the execution of this Assignment and Acceptance by the
Assignor and the Assignee, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent. The effective date of this
Assignment and Acceptance shall be the date of acceptance thereof by the
Administrative Agent, unless otherwise specified on Schedule 1 hereto (the
"Effective Date").

     5. Upon such acceptance and recording by the Administrative Agent, as of
the Effective Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this Assignment and Acceptance, have the rights
and obligations of Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

     6. Upon such acceptance and recording by the Administrative Agent, from and
after the Effective Date, the Administrative Agent shall make all payments under
the Credit Agreement and the Notes in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and
commitment fees with respect thereto) to the Assignee. The Assignor and Assignee
shall make all appropriate adjustments in payments under the Credit Agreement
and the Notes for periods prior to the Effective Date directly between
themselves.


---------------------------
*    If the Assignee is organized under the laws of a jurisdiction outside the
     United States.
<PAGE>   97

                                                                             F-3

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

     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution being made on
Schedule 1 hereto.
<PAGE>   98

                                   Schedule 1
                                       to
                            Assignment and Acceptance
                              Dated _________, ____



Section 1.
----------

     Percentage Interest:                                                      %
                                                                          -----
Section 2.
----------

     Assignee's Commitment:                                              $
     Aggregate Outstanding Principal                                      -----
       Amount of Advances owing to the Assignee:                         $
                                                                          -----

     Note payable to the order of the Assignee
                                                 Dated:                  ,
                                                                     ---- -----
                             Principal amount:                           $
                                                                          -----
     Note payable to the order of the Assignor
                                                 Dated:                  ,
                                                                     ---- -----
                             Principal amount:                           $
                                                                          -----
Section 3.
----------

     Effective Date*:                                                    ,
                                                                  ------  -----

[NAME OF ASSIGNEE]                        [NAME OF ASSIGNOR]


By:                                       By:
   ------------------------------            ------------------------------
   Title:                                    Title:
Address for notices:
[Address]




--------------------------------

*    This date should be no earlier than the date of acceptance by the
     Administrative Agent.

<PAGE>   99
                                                                               2


Consented to:

EL PASO ENERGY CORPORATION          THE CHASE MANHATTAN BANK, as
                                        Administrative Agent

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

<PAGE>   100

                                                                               3


Accepted this    day
              --
of           ,
   ----------  ---

THE CHASE MANHATTAN BANK, as
  Administrative Agent


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

<PAGE>   101

                                                                       EXHIBIT G
                                                                       ---------


     FORM OF OPINION OF [ASSOCIATE GENERAL][SENIOR] COUNSEL OF THE COMPANY


                                                                 August 16, 1999


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

                         Re: El Paso Energy Corporation

Ladies and Gentlemen:

         This opinion is furnished to you pursuant to Section 3.2(b)(iii) of the
$1,250,000,000 364-Day Revolving Credit and Competitive Advance Facility
Agreement, dated as of August 16, 1999 (the "Credit Agreement"), among El Paso
Energy Corporation (the "Company"), El Paso Natural Gas Company ("EPNGC"),
Tennessee Gas Pipeline Company ("Tennessee") (Tennessee, together with the
Company and EPNGC, the "Borrowers"), the banks and other financial institutions
from time to time party thereto (each a "Lender", and together the "Lenders"),
The Chase Manhattan Bank, as Administrative Agent (in such capacity, the
"Administrative Agent") and as CAF Advance Agent (in such capacity, the "CAF
Advance Agent") for the Lenders, Citibank, N.A. and ABN Amro Bank, N.V., as
Co-Documentation Agents (in such capacity, the "Co-Documentation Agents") , and
Bank of America, N.A., as Syndication Agent (in such capacity, the "Syndication
Agent"). Unless the context otherwise requires, all capitalized terms used
herein without definition shall have the meanings ascribed to them in the Credit
Agreement.

         I am [Associate General] [Senior] Counsel of the Company, and I, or
attorneys over whom I exercise supervision, have acted as counsel for the
Borrowers in connection with the preparation, execution and delivery of the
Credit Agreement. In that connection, I or such attorneys have examined:

         (1) the Credit Agreement, executed by the parties thereto;

         (2) the Notes, executed by the Borrowers; and

         (3) the other documents furnished by the Borrowers pursuant to Sections
3.1 and 3.2 of the Credit Agreement.
<PAGE>   102
                                                                             G-2


         I, or attorneys over whom I exercise supervision, have also examined
the originals, or copies certified to our satisfaction, of the agreements,
instruments and other documents, and all of the orders, writs, judgments,
awards, injunctions and decrees, which affect or purport to affect the
Borrowers' ability to perform their respective obligations under the Credit
Agreement or the Notes (collectively referred to herein as the "Documents"). In
addition, I, or attorneys over whom I exercise supervision, have examined the
originals, or copies certified to our satisfaction, of such other corporate
records of the Borrowers, certificates of public officials and of officers of
the Borrowers, and agreements, instruments and other documents, as I have deemed
necessary as a basis for the opinions hereinafter expressed. In all such
examinations, I, or attorneys over whom I exercise supervision, have assumed the
legal capacity of all natural persons executing documents, the genuineness of
all signatures on original or certified, conformed or reproduction copies of
documents of all parties (other than, with respect to the Documents, the
Borrowers), the authenticity of original and certified documents and the
conformity to original or certified copies of all copies submitted to such
attorneys or me as conformed or reproduction copies. As to various questions of
fact relevant to the opinions expressed herein, I have relied upon, and assume
the accuracy of, representations and warranties contained in the Credit
Agreement and certificates and oral or written statements and other information
of or from public officials, officers and/or representatives of the Borrowers
and others.

         I have assumed that the parties to the Documents other than the
Borrowers have the power to enter into and perform such documents and that such
documents have been duly authorized, executed and delivered by, and constitute
legal, valid and binding obligations of, such parties.

         The opinions expressed below are limited to the federal laws of the
United States and, to the extent relevant hereto, the General Corporation Law of
the State of Delaware, as currently in effect. I assume no obligation to
supplement this opinion if any applicable laws change after the date hereof or
if I become aware of any facts that might change the opinions expressed herein
after the date hereof.

         Based on the foregoing and upon such investigation as we have deemed
necessary, and subject to the limitations, qualifications and assumptions set
forth herein, I am of the following opinion:

         1.       Each Borrower (i) is a corporation duly incorporated and
      existing in good standing under the laws of the State of Delaware, and
      (ii) possesses all the corporate powers and all 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.

         2.       The execution, delivery and performance by each Borrower of
      the Documents to which it is a party are within such Borrower's corporate
      powers and have been duly authorized by all necessary corporate action in
      respect of or by such Borrower, and do not contravene (i) such Borrower's
      charter or by-laws, each as amended to date, (ii) any federal law, rule or
      regulation applicable to such Borrower (excluding provisions of federal
      law expressly referred to in and covered by the opinion of Jones, Day,
      Reavis &

<PAGE>   103

                                                                             G-3


      Pogue delivered to you in connection with the transactions contemplated
      hereby) or any provision of the General Corporation Law of the State of
      Delaware applicable to such Borrower, or (iii) any contractual restriction
      binding on or affecting such Borrower. The Documents to which it is a
      party have been duly executed and delivered on behalf of each Borrower.

         3.       No authorization or approval or other action by, and no notice
      to or filing with, any federal governmental authority or regulatory body
      (including, without limitation, the FERC) is required for the due
      execution, delivery and performance by any Borrower of the Documents to
      which it is a party, except those required in the ordinary course of
      business in connection with the performance by each Borrower of its
      obligations under certain covenants and warranties contained in the
      Documents to which it is a party.

         4.       To the best of my knowledge, there is no action, suit or
      proceeding pending or overtly threatened against or involving the Company
      or any of the Principal Subsidiaries which, in my reasonable judgment
      (taking into account the exhaustion of all appeals), would have a material
      adverse effect upon the consolidated financial condition of the Company
      and its consolidated Subsidiaries taken as a whole, or which purports to
      affect the legality, validity, binding effect or enforceability of any
      Document.

         These opinions are given as of the date hereof and are solely for your
benefit in connection with the transactions contemplated by the Credit
Agreement. These opinions may not be relied upon by you for any other purpose or
relied upon by any other person for any purpose without my prior written
consent.


                                                   Very truly yours,
<PAGE>   104

                                                                       EXHIBIT H
                                                                       ---------


               FORM OF OPINION OF NEW YORK COUNSEL TO THE COMPANY



                        August 16, 1999


To Each of the Lenders, the Administrative Agent, the CAF
Advance Agent, the Co-Documentation Agents and the Syndication
Agent Referred to Below

c/o The Chase Manhattan Bank
270 Park Avenue, 10th Floor
New York, New York  10017


          Re:  $1,250,000,000 364-Day Revolving Credit
               and Competitive Advance Facility Agreement
               dated as of August 16, 1999


Dear Ladies and Gentlemen:

         We have acted as special New York counsel for El Paso Energy
Corporation, a Delaware corporation (the "Company"), El Paso Natural Gas
Company, a Delaware corporation ("EPNGC") and Tennessee Gas Pipeline Company, a
Delaware corporation ("Tennessee") (Tennessee together with the Company and
EPNGC, the "Borrowers"), in connection with the $1,250,000,000 364-Day Revolving
Credit and Competitive Advance Facility Agreement, dated as of August 16, 1999
(the "Financing Agreement"), among the Company, EPNGC, Tennessee, the banks and
other financial institutions from time to time party thereto (each a "Lender",
and together the "Lenders"), The Chase Manhattan Bank, as administrative agent
(in such capacity, the "Administrative Agent") and as CAF Advance Agent (in such
capacity, the "CAF Advance Agent") for the Lenders, Citibank, N.A. and ABN Amro
Bank, N.V, as Co-Documentation Agents (in such capacity, the Co-Documentation
Agents"), and Bank of America, N.A., as Syndication Agent (in such capacity, the
"Syndication Agent"). This opinion is delivered to you pursuant to Section
3.2(b)(iv) of the Financing Agreement. Capitalized terms used herein and not
otherwise defined have the meanings assigned such terms in the Financing
Agreement. With your permission, all assumptions and statements of reliance
herein have been made without any independent investigation or verification on
our part except to the extent otherwise expressly stated, and we express no
opinion with respect to the subject matter or accuracy of the assumptions or
items upon which we have relied.
<PAGE>   105

                                                                             H-2


         In connection with the opinions expressed herein, we have examined such
documents, records and matters of law as we have deemed necessary for the
purposes of this opinion. We have examined, among other documents, the
following:

         (a) An executed copy of the Financing Agreement; and

         (b) An executed copy of each of the Notes.

The documents referred to in items (a) and (b) above are referred to herein
collectively as the "Documents."

         In all such examinations, we have assumed the legal capacity of all
natural persons executing documents, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to original
or certified copies of all copies submitted to us as conformed or reproduction
copies. As to various questions of fact relevant to the opinions expressed
herein, we have relied upon, and assume the accuracy of, representations and
warranties contained in the Documents and certificates and oral or written
statements and other information of or from representatives of the Borrowers and
others and assume compliance on the part of all parties to the Documents with
their covenants and agreements contained therein. With respect to the opinions
expressed in paragraph (a) below, our opinions are limited (x) to our actual
knowledge, if any, of the Borrowers' specially regulated business activities and
properties based solely upon an officer's certificate in respect of such matters
and without any independent investigation or verification on our part and (y) to
our review of only those laws and regulations that, in our experience, are
normally applicable to transactions of the type contemplated by the Documents.

         To the extent it may be relevant to the opinions expressed herein, we
have assumed that the parties to the Documents have the power to enter into and
perform such documents and to consummate the transactions contemplated thereby
and that such documents have been duly authorized, executed and delivered by,
and, except as set forth in paragraph (b) with respect to the Borrowers,
constitute legal, valid and binding obligations of, such parties.

         Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that:

         (a) The execution and delivery to the Administrative Agent, the CAF
Advance Agent, the Co-Documentation Agents, the Syndication Agent and the
Lenders by each Borrower of the Documents to which it is a party and the
performance by each Borrower of its obligations thereunder (i) do not require
under present law any filing or registration by such Borrower with, or approval
or consent to such Borrower of, any governmental agency or authority of the
State of New York that has not been made or obtained except those required in
the ordinary course of business in connection with the performance by such
Borrower of its obligations under certain covenants and warranties contained in
the Documents to which it is a party and (ii) do not violate any present law, or
present regulation of any governmental agency or authority, of the State of New
York applicable to such Borrower or its property.
<PAGE>   106
                                                                             H-3

         (b) The Documents to which it is a party constitute legal, valid and
binding obligations of each Borrower enforceable against such Borrower in
accordance with their respective terms.

         (c) The borrowings by each Borrower under the Financing Agreement and
the applications of the proceeds thereof as provided in the Financing Agreement
will not violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System.

         The opinions set forth above are subject to the following
qualifications:

      (A) We express no opinion as to:

          (i) the validity, binding effect or enforceability (a) of any
     provision of the Documents relating to indemnification, contribution or
     exculpation in connection with violations of any securities laws or
     statutory duties or public policy, or in connection with willful, reckless
     or criminal acts or gross negligence of the indemnified or exculpated party
     or the party receiving contribution; or (b) of any provision of any of the
     Documents relating to exculpation of any party in connection with its own
     negligence that a court would determine in the circumstances under
     applicable law to be unfair or insufficiently explicit;

          (ii) the validity, binding effect or enforceability of (a) any
     purported waiver, release, variation, disclaimer, consent or other
     agreement to similar effect (all of the foregoing, collectively, a
     "Waiver") by the Borrowers under the Documents to the extent limited by
     provisions of applicable law (including judicial decisions), or to the
     extent that such a Waiver applies to a right, claim, duty, defense or
     ground for discharge otherwise existing or occurring as a matter of law
     (including judicial decisions), except to the extent that such a Waiver is
     effective under and is not prohibited by or void or invalid under
     provisions of applicable law (including judicial decisions), (b) any
     provision of any Document relating to choice of governing law to the extent
     that the validity, binding effect or enforceability of any such provision
     is to be determined by any court other than a court of the State of New
     York or (c) any provision of any Document relating to forum selection to
     the extent the forum is a federal court;

          (iii) the enforceability of any provision in the Documents specifying
     that provisions thereof may be waived only in writing, to the extent that
     an oral agreement or an implied agreement by trade practice or course of
     conduct has been created that modifies any provision of the Documents;

          (iv) the effect of any law of any jurisdiction other than the State of
     New York wherein the Administrative Agent, the CAF Advance Agent, the
     Co-Documentation Agents, the Syndication Agent or any Lender may be located
     or wherein enforcement of any document referred to above may be sought that
     limits the rates of interest legally chargeable or collectible; and

          (v) any approval, consent or authorization of the Federal Energy
     Regulatory Commission or any other United States federal agency or
     authority needed in connection

<PAGE>   107
                                                                             H-4

      with the execution, delivery and performance by any Borrower of the
      Documents to which it is a party, the consummation of the transactions
      contemplated thereby and compliance with the terms and conditions thereof.

     (B) Our opinions above are subject to (i) applicable bankruptcy,
insolvency, reorganization, fraudulent transfer, voidable preference, moratorium
or similar laws, and related judicial doctrines, from time to time in effect
affecting creditors' rights and remedies generally, (ii) general principles of
equity (including, without limitation, standards of materiality, good faith,
fair dealing and reasonableness, equitable defenses and limits on the
availability of equitable remedies), whether such principles are considered in a
proceeding at law or in equity and (iii) the qualification that certain other
provisions of the Documents may be unenforceable in whole or in part under the
laws (including judicial decisions) of the State of New York or the United
States of America, but the inclusion of such provisions does not affect the
validity as against any Borrower of the Documents to which it is a party, taken
as a whole, and the Documents contain adequate provisions for enforcing payment
of the obligations governed thereby, subject to the other qualifications
contained in this letter.

     (C) Our opinions as to enforceability are subject to the effect of
generally applicable rules of law that:

          (i) limit the availability of a remedy under certain circumstances
     when another remedy has been elected; and

          (ii) may, where less than all of a contract may be unenforceable,
     limit the enforceability of the balance of the contract to circumstances in
     which the unenforceable portion is not an essential part of the agreed
     exchange; and

          (iii) govern and afford judicial discretion regarding the
     determination of damages and entitlement to attorneys' fees and other
     costs.

     (D) For the purposes of the opinion set forth in paragraph (c) above, we
have assumed that (i) none of the Administrative Agent, the CAF Advance Agent,
the Co-Documentation Agents, the Syndication Agent or any of the Lenders has or
will have the benefit of any agreement or arrangement (excluding the Documents)
pursuant to which any Advances are directly or indirectly secured by Margin
Stock, (ii) none of the Administrative Agent, the CAF Advance Agent, the
Co-Documentation Agents, the Syndication Agent, any of the Lenders or any of
their respective affiliates has extended or will extend any other credit to any
of the Borrowers directly or indirectly secured by Margin Stock and (iii) none
of the Administrative Agent, the CAF Advance Agent, the Co-Documentation Agents
and the Syndication Agents or any of the Lenders has relied or will rely upon
any Margin Stock as collateral in extending or maintaining any Advances pursuant
to the Financing Agreement.

     (E) For purposes of our opinions above insofar as they relate to the
Borrowers, we have assumed that (i) each Borrower is a corporation validly
existing in good standing in its jurisdiction of incorporation, has all
requisite power and authority, and has obtained all requisite corporate,
shareholder, third party and governmental authorizations, consents and
approvals, and made all requisite filings and registrations, necessary to
execute, deliver and perform the
<PAGE>   108
                                                                             H-5

Documents to which it is a party (except to the extent noted in paragraph (a)
above), and that such execution, delivery and performance will not violate or
conflict with any law, rule, regulation, order, decree, judgment, instrument or
agreement binding upon or applicable to such Borrower or its properties (except
to the extent noted in paragraph (a) above), and (ii) the Documents to which
each Borrower is a party have been duly executed and delivered by such Borrower.

          The opinions expressed herein are limited to the federal laws of the
United States of America (in the case of the matters covered in paragraph (c)
above) and the laws of the State of New York, as currently in effect, except
that we express no opinion with respect to laws, rules or regulations of the
State of New York, or of any governmental agency or authority thereof,
applicable to companies engaged in the gathering, processing, transmission,
distribution or marketing of natural gas or other hydrocarbon derivatives or
power generation or the generation, transmission, distribution or marketing of
electricity, or as to filings, registrations, approvals or consents under or by
such laws, rules or regulations.

          We express no opinion as to the compliance or noncompliance, or the
effect of the compliance or noncompliance, of each of the addressees with any
state or federal laws or regulations applicable to each of them by reason of
their status as or affiliation with a federally insured depository institution.

          The opinions expressed herein are solely for the benefit of the
Administrative Agent, CAF Advance Agent, the Co-Documentation Agents, the
Syndication Agent and the Lenders and may not be relied on in any manner or for
any purpose by any other person or entity.

                                                  Very truly yours,

                                                  JONES, DAY, REAVIS & POGUE



                                                  By:
                                                     ---------------------------
<PAGE>   109

                                                                       EXHIBIT I
                                                                       ---------


                          [LETTERHEAD OF PROCESS AGENT]



                                                                          [DATE]



To each of the Lenders parties
 to the Credit Agreement (as
 defined and referred to
 below) and to The Chase Manhattan Bank
 as Administrative Agent and
 CAF Advance Agent for said Lenders
c/o The Chase Manhattan Bank
270 Park Avenue
New York, New York  10017

To El Paso Energy Corporation
1001 Louisiana Street
Houston, Texas  77002


El Paso Energy Corporation/El Paso Natural Gas Company/Tennessee
----------------------------------------------------------------
Gas Pipeline Company
--------------------

Gentlemen:

      Reference is made to that certain $1,250,000,000 364-Day Revolving Credit
and Competitive Advance Facility Agreement, dated as of August 16, 1999 (said
Agreement, as it may hereafter be amended, supplemented or otherwise modified
from time to time, being the "Credit Agreement", the terms defined therein being
used herein with the same meaning) among El Paso Energy Corporation (the
"Company"), El Paso Natural Gas Company ("EPNGC"), Tennessee Gas Pipeline
Company ("Tennessee") (Tennessee, together with the Company and EPNGC, the
"Borrowers"), certain banks and other financial institutions from time to time
party thereto as Lenders thereunder (the "Lenders"), The Chase Manhattan Bank,
as Administrative Agent and CAF Advance Agent (in such capacities, the
"Administrative Agent" and the "CAF Advance Agent") for the Lenders, Citibank,
N.A. and ABN Amro Bank, N.V., as Co-Documentation Agents, and Bank of America,
N.A., as Syndication Agent.

          Pursuant to Section 9.9(a) of the Credit Agreement each of the
Borrowers _________ has appointed the undersigned (with an office on the date
hereof at 1633 Broadway, New York, New York 10019) as Process Agent to receive
on behalf of such Borrower and its property service of copies of the summons and
complaint and any other process which may be served by the

<PAGE>   110
                                                                             I-2


Administrative Agent, the CAF Advance Agent, any Lender or the holder of any
Note in any action or proceeding by the Administrative Agent, the CAF Advance
Agent, any Lender or the holder of any Note in any New York State or Federal
court sitting in New York City in respect of, but only in respect of, any claims
or causes of action arising out of or relating to the Credit Agreement and the
Notes issued pursuant thereto.

      The undersigned hereby accepts such appointment as Process Agent and
agrees with each of you that (i) the undersigned will not terminate the
undersigned's agency as such Process Agent prior to August 26, 2004 (and hereby
acknowledges that the undersigned has been paid in full by the Borrower for its
services as Process Agent through such date), (ii) the undersigned will maintain
an office in New York City through such date and will give the Administrative
Agent prompt notice of any change of address of the undersigned, (iii) the
undersigned will perform its duties as Process Agent in accordance with Section
9.9(a) of the Credit Agreement and (iv) the undersigned will forward forthwith
to the Borrower at its address specified below copies of any summons, complaint
and other process which the undersigned receives in connection with its
appointment as Process Agent.

      This acceptance and agreement shall be binding upon the undersigned and
all successors of the undersigned.

                              Very truly yours,

                              CT CORPORATION SYSTEM

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


Address of the Borrower:

[Address]
<PAGE>   111

                                                                       EXHIBIT J
                                                                       ---------


                                     FORM OF
                                JOINDER AGREEMENT


      Reference is made to the $1,250,000,000 364-Day Revolving Credit and CAF
Advance Facility Agreement, dated as of August 16, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement";
terms defined therein being used herein as therein defined), among El Paso
Energy Corporation, El Paso Natural Gas Company, Tennessee Gas Pipeline Company,
certain banks and other financial institutions from time to time party thereto,
The Chase Manhattan Bank, as Administrative Agent and CAF Advance Agent,
Citibank, N.A. and ABN Amro Bank, N.V., as Co-Documentation Agents, and Bank of
America, N.A., as Syndication Agent.

      The undersigned hereby acknowledges that it has received and reviewed a
copy (in execution form) of the Credit Agreement, and agrees to:

      (a) join the Credit Agreement as a Borrower party thereto;

      (b) be bound by all covenants, agreements and acknowledgments attributable
          to a Borrower in the Credit Agreement and any Note to which it is a
          party; and

      (c) perform all obligations required of it by the Credit Agreement and any
          Note to which it is a party.

      The undersigned hereby represents and warrants that the representations
and warranties with respect to it contained in, or made or deemed made by it in,
Article IV of the Credit Agreement are true and correct on the date hereof.

      THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to
be duly executed and delivered in New York, New York by its proper and duly
authorized officer as of this           day of       ,    .
                              ----------       ------- ----


                                         [Borrower]


                                         By:
                                            ------------------------------------
                                         Title:
<PAGE>   112
                                                                             J-2

ACKNOWLEDGED AND AGREED TO:
---------------------------

[EL PASO ENERGY CORPORATION]


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

<PAGE>   113

                                                                       EXHIBIT K
                                                                       ---------


                     FORM OF OPINION OF [ASSOCIATE GENERAL]
                         [SENIOR] COUNSEL OF THE COMPANY




          (a) [Each of the Company and the Borrowing Subsidiary] (i) is a
     corporation duly incorporated and existing in good standing under the laws
     of the jurisdiction of its organization, and (ii) possesses all the
     corporate powers and all 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.

          (b) The execution and delivery by the Company and the Borrowing
     Subsidiary of the Joinder Agreement and by the Borrowing Subsidiary of the
     Notes made by it and the performance by the Borrowing Subsidiary of its
     obligations as a "Borrower" under the Credit Agreement and the Notes made
     by it are within such corporation's corporate powers and have been duly
     authorized by all necessary corporate action in respect of or by each of
     the Company and the Borrowing Subsidiary (as applicable), and do not
     contravene (i) the Company's or the Borrowing Subsidiary's charter or
     by-laws, each as amended to date, (ii) any federal law, rule or regulation
     applicable to the Company or the Borrowing Subsidiary (excluding provisions
     of federal law expressly referred to in and covered by the opinion of [New
     York Counsel] delivered to you in connection with the transactions
     contemplated hereby) or any provision of the General Corporation Law of the
     State of Delaware applicable to such corporation, or (iii) any contractual
     restriction binding on or affecting the Company or the Borrowing
     Subsidiary. The Joinder Agreement has been duly executed and delivered on
     behalf of the Company and the Borrowing Subsidiary and the Notes made by
     the Borrowing Subsidiary have been duly executed and delivered on behalf of
     the Borrowing Subsidiary.

          (c) No authorization or approval or other action by, and no notice to
     or filing with, any federal governmental authority or regulatory body
     (including, without limitation, the FERC) is required for (i) the due
     execution and delivery by the Company or the Borrowing Subsidiary of the
     Joinder Agreement, (ii) the performance by the Borrowing Subsidiary of its
     obligations as a "Borrower" under the Credit Agreement or (iii) the
     execution, delivery and performance by the Borrowing Subsidiary of the
     Notes made by it, except those required in the ordinary course of business
     in connection with the performance by the Company or the Borrowing
     Subsidiary of its obligations under certain covenants and warranties
     contained in the Joinder Agreement, the Credit Agreement and the Notes and
     those which have been obtained and are in full force and effect.

          (d) To the best of my knowledge, there is no action, suit or
     proceeding pending or overtly threatened against or involving the Company
     or any of the Principal

<PAGE>   114

                                                                             K-2

     Subsidiaries which, in my reasonable judgment (taking into account the
     exhaustion of all appeals), would have a material adverse effect upon the
     consolidated financial condition of the Company and its consolidated
     Subsidiaries taken as a whole, or which purports to affect the legality,
     validity, binding effect or enforceability of the Joinder Agreement, the
     Credit Agreement or the Notes.
<PAGE>   115

                                                                       EXHIBIT L


                           FORM OF OPINION OF NEW YORK
                             COUNSEL TO THE COMPANY


          (a) The execution and delivery to the Administrative Agent, the CAF
     Advance Agent, the Co-Documentation Agents, the Syndication Agent and the
     Lenders by the Company and the Borrowing Subsidiary of the Joinder
     Agreement and by the Borrowing Subsidiary of the Notes made by it and the
     performance by the Borrowing Subsidiary of its obligations as a
     "Borrower" under the Credit Agreement and the Notes made by it (i) do not
     require under present law any filing or registration by the Company or the
     Borrowing Subsidiary with, or approval or consent to the Company or the
     Borrowing Subsidiary of, any governmental agency or authority of the State
     of New York that has not been made or obtained, except those, if any,
     required in the ordinary course of business in connection with the
     performance by the Company or the Borrowing Subsidiary of their respective
     obligations under certain covenants and warranties contained in the Joinder
     Agreement, the Credit Agreement and the Notes and (ii) do not violate any
     present law, or present regulation of any governmental agency or authority,
     of the State of New York applicable to the Company or the Borrowing
     Subsidiary or its respective property.

          (b) The Joinder Agreement, the Credit Agreement and the Notes (as
     applicable) constitute the legal, valid and binding obligations of each of
     the Company and the Borrowing Subsidiary enforceable against each of the
     Company and the Borrowing Subsidiary in accordance with their respective
     terms.

          (c) The borrowings by the Borrowing Subsidiary under the Credit
     Agreement and the applications of the proceeds thereof as provided in the
     Credit Agreement will not violate Regulation T, U or X of the Board of
     Governors of the Federal Reserve System.

<PAGE>   116


                                                                       EXHIBIT M



                                     FORM OF
                                EXTENSION REQUEST




                                                            [Date]



The Chase Manhattan Bank, as Administrative Agent
270 Park Avenue
New York, New York  10017

Attention:  Jackie Reid

Gentlemen:

          Reference is made to the $1,250,000,000 364-Day Revolving Credit and
Competitive Advance Facility Agreement, dated as of August 16, 1999, among the
undersigned, El Paso Natural Gas Company, Tennessee Gas Pipeline Company,
certain Lenders parties thereto, The Chase Manhattan Bank, as Administrative
Agent and CAF Advance Agent, Citibank, N.A. and ABN Amro Bank, N.V., as
Co-Documentation Agents, and Bank of America, N.A., as Syndication Agent (as the
same may be amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"). Terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.

          The undersigned hereby represents and warrants that no Event of
Default has occurred or is continuing.

          This is an Extension Request pursuant to Section 2.23 of the Credit
Agreement requesting an extension of the Stated Termination Date to [INSERT
REQUESTED TERMINATION DATE]. Please transmit a copy of this Extension Request to
each of the Lenders.

                                        EL PASO ENERGY CORPORATION


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