Exhibit 10.A


     

    EXHIBIT
      10.A

     

    

       

      


       

      


       

      CREDIT
        AGREEMENT

       

      dated
        as
        of

      July
        19,
        2006

      


       

      among

       

      


       

      EL
        PASO
        CORPORATION,

       

      as
        Borrower

       

      


       

      DEUTSCHE
        BANK AG NEW YORK BRANCH,

      as
        Initial Lender
        and Issuing Bank

      


       

      and

       

      


       

      DEUTSCHE
        BANK AG NEW YORK BRANCH,

       

      as
        Administrative
        Agent and Collateral Agent

       

      


       

      


      

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
 

      

        TABLE
          OF
          CONTENTS

         

        
          
            	
                     Page

                  


          

        

         

        ARTICLE
          1

        DEFINITIONS

        


        
          	
                   SECTION 

                	
                  1.01.

                	
                  Defined
                    Terms

                	
                  1

                
	
                   SECTION 

                	
                  1.02. 

                	
                  Terms
                    Generally

                	
                  14

                
	
                   SECTION

                	
                  1.03.

                	
                  Accounting
                    Terms; GAAP

                	
                  15

                


        

        


        ARTICLE
          2

        THE
          CREDITS

        


        
          	
                   SECTION 

                	
                  2.01.

                	
                  Commitment

                	
                  15

                
	
                   SECTION 

                	
                  2.02.

                	
                  Loans

                	
                  15

                
	
                   SECTION 

                	
                  2.03.

                	
                  Request
                    for Loans

                	
                  16

                
	
                   SECTION 

                	
                  2.04.

                	
                  Letters
                    of Credit

                	
                  16

                
	
                   SECTION 

                	
                  2.05.

                	
                   Funding
                    of Eurodollar Loans

                	
                  19

                
	
                   SECTION 

                	
                  2.06.

                	
                  Mandatory
                    and Optional Termination and Reduction of Commitment

                	
                  19

                
	
                   SECTION 

                	
                  2.07.

                	
                  Repayment
                    of Loans; Evidence of Debt

                	
                  19

                
	
                   SECTION 

                	
                  2.08.

                	
                  Optional
                    and Mandatory Prepayment of Loans

                	
                  20

                
	
                   SECTION 

                	
                  2.09.

                	
                  Fees

                	
                  21

                
	
                   SECTION 

                	
                  2.10.

                	
                  Interest

                	
                  21

                
	
                   SECTION 

                	
                  2.11.

                	
                  Alternate
                    Rate of Interest

                	
                  22

                
	
                   SECTION 

                	
                  2.12.

                	
                  Increased
                    Costs

                	
                  22

                
	
                   SECTION 

                	
                  2.13.

                	
                  Break
                    Funding Payments; Hedging Break Costs

                	
                  24

                
	
                   SECTION 

                	
                  2.14.

                	
                  Taxes

                	
                  24

                
	
                   SECTION 

                	
                  2.15.

                	
                  Payments
                    Generally; Pro Rata Treatment; Sharing of Setoffs

                	
                  26

                
	
                   SECTION 

                	
                  2.16.

                	
                  Mitigation
                    Obligations

                	
                  27

                
	
                   SECTION 

                	
                  2.17.

                	
                  Establishment
                    and funding of Collateral Account

                	
                  28

                
	
                   SECTION 

                	
                  2.18.

                	
                  Allocation
                    of Payments after the Occurrence of an Assignment
                    Event

                	
                  29

                


        

        


        


        ARTICLE
          3

        CONDITIONS

        


        
          	
                   SECTION 

                	
                  3.01.

                	
                  Effective
                    Date; Conditions to Initial Credit Event

                	
                  30

                
	
                   SECTION 

                	
                  3.02.

                	
                  Each
                    Credit Event

                	
                  31

                


        

        


        ARTICLE
          4

        REPRESENTATIONS
          AND
          WARRANTIES

        


        
          	
                   SECTION 

                	
                  4.01.

                	
                  Organization;
                    Power

                	
                  32

                
	
                   SECTION 

                	
                  4.02. 

                	
                  Equity
                    Interests In Subsidiaries

                	
                  32

                
	
                   SECTION 

                	
                  4.03. 

                	
                  Authorization

                	
                  32

                
	
                   SECTION 

                	
                  4.04. 

                	
                  Financial
                    Information

                	
                  32

                
	
                   SECTION 

                	
                  4.05. 

                	
                  Auditors

                	
                  33

                
	
                   SECTION 

                	
                  4.06. 

                	
                  Litigation

                	
                  33

                
	
                   SECTION 

                	
                  4.07. 

                	
                  Properties

                	
                  33

                
	
                   SECTION 

                	
                  4.08. 

                	
                  Material
                    Adverse Change

                	
                  33

                
	
                   SECTION 

                	
                  4.09. 

                	
                  Organizational
                    Documents

                	
                  33

                
	
                   SECTION 

                	
                  4.10. 

                	
                  No
                    Violation

                	
                  33

                
	
                   SECTION 

                	
                  4.11.

                	
                  Permits
                    Etc. 

                	
                  34

                
	
                   SECTION 

                	
                  4.12. 

                	
                  Consents

                	
                  34

                
	
                   SECTION 

                	
                  4.13. 

                	
                  Investment
                    Company Act

                	
                  34

                
	
                   SECTION 

                	
                  4.14. 

                	
                  Certain
                    Regulatory Matters

                	
                  34

                
	
                   SECTION 

                	
                  4.15. 

                	
                  Environmental
                    Laws

                	
                  34

                
	
                   SECTION 

                	
                  4.16. 

                	
                  Insurance

                	
                  34

                
	
                   SECTION 

                	
                  4.17. 

                	
                  Business
                    Relationships

                	
                  34

                
	
                   SECTION 

                	
                  4.18

                	
                  Sarbanes
                    Oxley Act

                	
                  35

                
	
                   SECTION 

                	
                  4.19

                	
                  Corporate
                    Authorizations

                	
                  35

                
	
                   SECTION 

                	
                  4.20

                	
                  Exchange
                    Act Compliance

                	
                  35

                


        

        


        


        ARTICLE
          5

        COVENANTS

        


        


        
          	
                   SECTION 

                	
                  5.01.

                	
                  Borrower
                    May Consolidate, Etc., Only on Certain Terms

                	
                  35

                
	
                   SECTION 

                	
                  5.02. 

                	
                  Payment
                    of Principal and Interest

                	
                  36

                
	
                   SECTION 

                	
                  5.03. 

                	
                  Statement
                    by Officers as to Default

                	
                  36

                
	
                   SECTION 

                	
                  5.04. 

                	
                  Existence

                	
                  36

                
	
                   SECTION 

                	
                  5.05. 

                	
                  Limitations
                    on Liens

                	
                  36

                
	
                   SECTION 

                	
                  5.06. 

                	
                  Restrictions
                    of Sale-leaseback Transaction

                	
                  38

                
	
                   SECTION 

                	
                  5.07. 

                	
                  Validity
                    Of Agreements

                	
                  39

                


        

        


        


        ARTICLE
          6

        EVENTS
          OF
          DEFAULT

        


        


        ARTICLE
          7

        THE
          AGENTS

        


        


        ARTICLE
          8

        MISCELLANEOUS

        


        


        
          	
                   SECTION 

                	
                  8.01.

                	
                  Notices

                	
                  42

                
	
                   SECTION 

                	
                  8.02. 

                	
                  Waivers;
                    Amendments

                	
                  44

                
	
                   SECTION 

                	
                  8.03. 

                	
                  Expenses;
                    Indemnity; damage Waiver

                	
                  45

                
	
                   SECTION 

                	
                  8.04. 

                	
                  Successors
                    and Assigns

                	
                  47

                
	
                   SECTION 

                	
                  8.05. 

                	
                  Survival

                	
                  50

                
	
                   SECTION 

                	
                  8.06. 

                	
                  Counterparts;
                    Integration; Effectiveness

                	
                  51

                
	
                   SECTION 

                	
                  8.07. 

                	
                  Severability

                	
                  51

                
	
                   SECTION 

                	
                  8.08 

                	
                  Right
                    of
                    Setoff

                	
                  51

                
	
                   SECTION 

                	
                  8.09 

                	
                  Governing
                    Law; Jurisdiction; Consent to Service of Process

                	
                  51

                
	
                   SECTION 

                	
                  8.10. 

                	
                  WAIVER
                    of
                    JURY TRIAL

                	
                  52

                
	
                   SECTION 

                	
                  8.11.

                	
                  Headings

                	
                  53

                
	
                   SECTION 

                	
                  8.12. 

                	
                  Confidentiality

                	
                  53

                
	
                   SECTION 

                	
                  8.13. 

                	
                  Deposit
                    Account Control Agreement

                	
                  53

                
	
                   SECTION 

                	
                  8.14.

                	
                  USA
                    Patriot Act

                	
                  54

                
	
                   SECTION 

                	
                  8.15. 

                	
                  Information
                    

                	
                  54

                


        

         

        


        SCHEDULES:

         

        
          	 	
                  Schedule
                    2.09

                	
                  Fees

                
	 	
                  Schedule
                    4.06

                	
                  Litigation

                
	 	
                  Schedule
                    4.07

                	
                  Properties

                
	 	
                  Schedule
                    4.08

                	
                  Material
                    Adverse Change

                
	 	
                  Schedule
                    4.14

                	
                  Certain
                    Regulatory Matters

                
	 	
                  Schedule
                    4.15

                	
                  Environmental
                    Laws

                


        

        


        


        EXHIBITS:

        


        
          	 	
                  Exhibit
                    A

                	
                  Form
                    of
                    Assignment and Assumption Agreement

                
	 	
                  Exhibit
                    B-1

                	
                  Form
                    of Loan
                    Request

                
	 	
                  Exhibit
                    B-2

                	
                  Form
                    of LC
                    Issuance Request

                
	 	
                  Exhibit
                    C

                	
                  Form
                    of
                    Note

                
	 	
                  Exhibit
                    D

                	
                  Form
                    of
                    Deposit Account Control Agreement

                
	 	
                  Exhibit
                    E-a

                	
                  Form
                    of
                    Opinion of Andrews Kurth LLP, special New York counsel to the
                    Borrower

                
	 	
                  Exhibit
                    E-2

                	
                  Form
                    of
                    Opinion of General Counsel or Associate General Counsel to the
                    Borrower

                
	 	
                  Exhibit
                    F

                	
                  Form
                    of
                    Process Agent Letter

                


        

        


        
 

      

      



      
        
          
            iii

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      



      CREDIT
        AGREEMENT
        dated as of
        July 19, 2006 among EL
        PASO
        CORPORATION,
        as Borrower,
DEUTSCHE
        BANK AG NEW YORK BRANCH,
        as Initial Lender
        and Issuing Bank, and DEUTSCHE
        BANK AG NEW YORK BRANCH,
        as Administrative
        Agent and Collateral Agent.

       

      The
        parties hereto
        agree as follows:

       

       

      ARTICLE
        1

      Definitions

       

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

       

      “ABR
        Loan”
means
        a Loan
        bearing interest at a rate determined by reference to the Alternate Base
        Rate.

       

      “Account
        Bank”
means
        Deutsche
        Bank Trust Company Americas as Account Bank under the Deposit Account Control
        Agreement.

       

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

       

      “Administrative
        Agent”
means
        Deutsche
        Bank AG New York Branch, as administrative agent hereunder, and any successor
        administrative agent appointed pursuant to Article
        7
        hereof.

       

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

       

      “Affiliate”
of
        any specified
        Person means any other Person directly or indirectly controlling or controlled
        by or under direct or indirect common control with such specified Person.
        For
        the purposes of this definition, “control” when used with respect to any
        specified Person means the power to direct the management and policies of
        such
        Person, directly or indirectly, whether through the ownership of voting
        securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

       

      “Agents”
means
        the
        Administrative Agent and the Collateral Agent.

       

      “Agreement”
means
        this
        Agreement, as amended, supplemented or otherwise modified from time to
        time.

       

      “Alternate
        Base Rate”
means,
        for any
        day, a rate per annum equal to the greater of (a) the Prime Rate in effect
        on such day and (b) the Federal Funds Effective Rate in effect on such day
        plus 0.5%. Any change in the Alternate Base Rate due to a change in the Prime
        Rate or the Federal Funds Effective Rate shall be effective from and including
        the effective date of such change in the Prime Rate or the Federal Funds
        Effective Rate, respectively.

       

      “Assignment
        and Assumption Agreement”
means
        an
        assignment and assumption entered into by a Lender or the Issuing Bank and
        an
        assignee (with the consent of any party whose consent is required by
Section
        8.04),
        and accepted by the Administrative Agent, in the form of Exhibit A or any
        other form approved by the Administrative Agent.

       

      “Assignment
        Date”
means
        (a) in
        the case of an Assignment Event that occurs prior to the Maturity Date, the
        date
        specified by the Initial Lender in a notice to the Hedge Counterparty as
        the
“Assignment Date” (in which case the Initial Lender shall notify the Borrower
        promptly following its specification of the Assignment Date, provided
        that
        failure to so
        notify the Borrower shall not affect the validity or effectiveness of such
        specification) and (b) in the case of an Assignment Event that occurs on
        the Maturity Date, the Maturity Date.

       

      “Assignment
        Event”
means
        (a) the occurrence of an Event of Default or (b) a Deemed Exchange
        occurs or (c) any agreement or instrument that is part of the Initial
        Hedging Arrangement and that constitutes an obligation of the Initial Lender
        with respect to the interest rate swap or certificate of deposit component
        thereof terminates by its terms solely because of a default thereunder by
        the
        Initial Lender or (d) the Holdback Amount on the Maturity Date is greater
        than
        zero.

       

      “Availability
        Period”
means
        the period
        from and including the Effective Date to but excluding the earlier of
        (i) the Commitment Termination Date and (ii) the date on which the
        Borrower provides a notice pursuant to Section
        2.06(b).

       

      “Bankruptcy
        Event”
means
        (a) the Borrower pursuant to or within the meaning of any Bankruptcy Law
        (i) commences a voluntary case, (ii) consents to the entry of any
        order for relief against it in an involuntary case, (iii) consents to the
        appointment of a Custodian of it or for all or substantially all of its property
        or (iv) makes a general assignment for the benefit of its creditors or
        (b) a court of competent jurisdiction enters an order or decree under any
        Bankruptcy Law that (i) is for relief against the Borrower in an
        involuntary case, (ii) appoints a Custodian of the Borrower or for all or
        substantially all of its property or (iii) orders the liquidation of the
        Borrower and such order or decree remains unstayed and in effect for
        90 days.

       

      “Bankruptcy
        Law”
means
        Title 11, U.S. Code, or any similar federal or state law for the relief of
        debtors.

       

      “Bankruptcy
        Proceeding”
means
        a
        proceeding with respect to the Borrower described in the definition of
“Bankruptcy Event”.

       

      “Board
        of
        Directors”
means
        the Board
        of Directors of the Borrower as it may be constituted from time to
        time.

       

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

       

      “Borrower”
means
        El Paso Corporation.

       

      “Business
        Day”
means
        any day
        that is not a Saturday, Sunday or other day on which commercial banks in
        New
        York City are authorized or required by law to remain closed; provided
        that, when used in
        connection with a Eurodollar Loan or to calculate the mandatory repayment
        date
        of an ABR Loan made pursuant to Section
        2.03(b)
        hereof, the term
“Business
        Day”
shall
        also
        exclude any day on which banks are not open for dealings in dollar deposits
        in
        the London interbank market.

       

      “Cash
        Collateralize”
means,
        at any
        time, to deposit in the Collateral Account an amount in cash equal to 100%
        of
        the amount of the Outstanding Undrawn Face Amount as of such time.

       

      “Change
        in
        Law”
means
        (a) the adoption of any law, rule or regulation after the date of this
        Agreement, (b) any change in any law, rule or regulation or in the
        interpretation or application thereof by any Governmental Authority after
        the
        date of this Agreement or (c) compliance by any Lender or the Issuing Bank
        (or, for purposes of Section
        2.12(b),
        by any lending
        office of such Lender or by such Lender’s or the Issuing Bank’s holding company,
        if any) with any request, guideline or directive (whether or not having the
        force of law) of any Governmental Authority made or issued after the date
        of
        this Agreement.

       

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

       

      “Collateral”
has
        the meaning
        assigned to such term in Section
        2.17(a).

       

      “Collateral
        Account”
has
        the meaning
        specified in Section
        2.17(a).

       

      “Collateral
        Account Funding Obligation”
means
        the
        obligation of the Borrower pursuant to Section
        2.08(c)
        or 2.17(a)
        to Cash
        Collateralize the Outstanding Undrawn Face Amount.

       

      “Collateral
        Agent”
means
        Deutsche
        Bank AG New York Branch, as collateral agent hereunder, and any successor
        collateral agent appointed pursuant to Article
        7
        hereof.

       

      “Commitment”
means
        the
        commitment of the Initial Lender to make Loans and of the Issuing Bank to
        issue
        Letters of Credit; provided
        that
        the aggregate
        principal amount of all Loans outstanding at any time plus the LC Exposure
        of
        the Issuing Bank at such time does not exceed $500,000,000.

       

      “Commitment
        Termination Date”
means
        the
        earliest to occur of (i) the date on which an Assignment Event occurs, (ii)
 the date designated in a notice given by the Borrower pursuant to
Section
        2.06(b)
        and (iii) the
        Maturity Date.

       

      “Consolidated
        Net Tangible Assets”
means,
        at any
        date of determination, the total amount of assets after deducting therefrom
        (i) all current liabilities (excluding (A) any current liabilities
        that by their terms are extendable or renewable at the option of the obligor
        thereon to a time more than 12 months after the time as of which the amount
        thereof is being computed, and (B) current maturities of long-term Debt),
        and (ii) the value (net of any applicable reserves) of all goodwill, trade
        names, trademarks, patents and other like intangible assets, all as set forth
        on
        the consolidated balance sheet of the Borrower and its consolidated subsidiaries
        for the Borrower’s most recently completed fiscal quarter, prepared in
        accordance with GAAP.

       

      “Credit
        Event”
has
        the meaning
        set forth in Section
        3.02.

       

      “Custodian”
means
        any
        receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
        Law.

       

      “Debt”
means
        any
        obligation created or assumed by any Person for the repayment of money borrowed
        and any purchase money obligation created or assumed by such
        Person.

       

      “Deemed
        Exchange”
means
        any
        alteration, deletion or addition of a legal right or obligation under this
        Agreement (whether by amendment or waiver of any provision of this Agreement
        or
        by consent to any departure by the Borrower therefrom, or by operation of
        the
        terms of this Agreement) (a “Change
        of
        Terms”)
        or if earlier,
        the entry into any binding agreement by the Borrower and the Administrative
        Agent to effect a Change of Terms, unless in any case the Administrative
        Agent
        shall have received from nationally recognized outside legal counsel experienced
        in such matters and reasonably acceptable to it, a formal written legal opinion
        that such Change of Terms will not cause the Trust (or the equivalent entity
        under a Replacement Hedging Arrangement) to become other than a grantor trust
        for U.S. federal income tax purposes, without taking into account for this
        purpose the assignment of this Agreement to the Trust and the distribution
        of
        this Agreement by the Trust that would result if such Change of Terms were
        treated as a Deemed Exchange; provided
        that if the sole
        alteration, deletion or addition of a legal right or obligation that is taking
        place is automatic under the express terms of this Agreement or results from
        the
        exercise of a unilateral right by the Borrower under the express terms of
        this
        Agreement that, in each case, does not result in a change of obligor or addition
        or deletion of a co-obligor, a change in the recourse nature of the Borrower’s
        obligations under this Agreement or a transformation of the Borrower’s
        obligations under this Agreement into an instrument that is not debt for
        U.S.
        federal income tax purposes, in each case within the meaning of
        section 1.1001-3 of the Treasury regulations promulgated under the Code or
        any successor provision (the “1.1001-3
        Regulation”)
        (a “Borrower
        Covered Change”),
        then such
        Borrower Covered Change shall not be treated as a Change of Terms for this
        purpose, unless there is a prior Change of Terms and such Borrower Covered
        Change would, in the reasonable judgment of the Trustee based upon a legal
        opinion from nationally recognized legal counsel experienced in such matters,
        give rise to a “modification” or a “significant modification” under the 1.1001-3
        Regulation, if considered collectively with such Change of Terms and other
        Borrower Covered Changes; and provided,
        further,
        that this
        provision does not apply if the sole effect of such action is to cure any
        ambiguity or to correct or supplement any provision contained in this Agreement
        or in any amendment thereto that may be defective or inconsistent with any
        other
        provision contained in this Agreement or in any amendment, and such action
        does
        not adversely affect the interests of the Lenders, the participant or any
        sub-participant or holder of a beneficial interest in the
        foregoing.

       

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

       

      “Deposit
        Account Control Agreement”
means
        the
        El Paso Deposit Account Control Agreement substantially in the form of
        Exhibit D-1 hereto, dated as of the date hereof (as amended, restated or
        otherwise modified from time to time thereafter), executed and delivered
        by the
        Collateral Agent, the Borrower and the Account Bank (as defined
        therein).

       

      “Distribution
        Date”
means
        the date on
        which the Trust distributes the assets of the Trust to the holders of the
        beneficial interests in the Trust or the equivalent occurrence under a
        Replacement Hedging Arrangement occurs.

       

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

       

      “Effective
        Date”
has
        the meaning
        assigned to such term in Section
        3.01.

       

      “Eligible
        Assignee”
means
        any
“qualified institutional buyer” (as defined in Rule 144A promulgated by the
        Securities and Exchange Commission) who is also a “qualified purchaser” (as
        defined in the Investment Company Act of 1940, as amended).

       

      “Environmental
        Laws”
means
        all laws,
        rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions,
        notices or binding agreements issued, promulgated or entered into by any
        Governmental Authority, regulating or imposing liability or standards of
        conduct
        concerning protection of the environment, preservation or reclamation of
        natural
        resources, the management, release or threatened release of any Hazardous
        Material or to health and safety matters.

       

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

       

      “Eurodollar
        Loan”
means
        a Loan
        bearing interest at a rate determined by reference to the Adjusted LIBO
        Rate.

       

      “Event
        of
        Default”
has
        the meaning
        assigned to such term in Article
        6.

       

      “Excluded
        Taxes”
means,
        with
        respect to the Administrative Agent, any Lender, the Issuing Bank or any
        other
        recipient of any payment to be made by or on account of any obligation of
        the
        Borrower hereunder, (a) income, franchise, branch profits, doing business
        or similar taxes imposed on (or measured by) its net income by the United
        States
        of America, or by the jurisdiction under the laws of which such recipient
        is
        considered resident for tax purposes, organized, doing business or qualified
        to
        do business or in which its principal office is located or, in the case of
        any
        Lender, in which its applicable lending office is located, and (b) in the
        case of a Foreign Lender, any withholding tax that is imposed on amounts
        payable
        to such Foreign Lender (i) at the time such Foreign Lender becomes a party
        to this Agreement or designates a new lending office, except to the extent
        that
        such Foreign Lender (or its assignor, if any) was entitled, immediately prior
        to
        such designation of a new lending office (or assignment), to receive additional
        amounts from the Borrower with respect to such withholding tax pursuant to
        Section
        2.14(a)
        or (ii) that
        is attributable to such Foreign Lender’s failure to comply with Section
        2.14(e).

       

      “Existing
        Credit Agreement”
has
        the meaning
        assigned to such term in Section
        4.09.

       

      “Facility
        Exposure”
means,
        at any
        time, with respect to (i) the Initial Lender, the Initial Lender’s
        obligation hereunder to make Loans in an aggregate principal amount of up
        to the
        Commitment, (ii) with respect to any other Lender, such Lender’s right to
        payment by the Borrower of the principal amount of the Loans and Reimbursement
        Obligations outstanding at such time and the Reimbursement Obligation that
        arises upon an LC Disbursement under Letters of Credit outstanding at such
        time;
        and (iii) with respect to the Issuing Bank, the LC Exposure at such
        time.

       

      “Facility
        Exposure Amount”
means
        at any time
        (a) before the Commitment Termination Date, the Commitment and (b) on
        and after the occurrence of the Commitment Termination Date, the
        Outstandings.

       

      “Facility
        Exposure Percentage”
means,
        with
        respect to any Lender, such Lender’s Facility Exposure expressed as a percentage
        of the aggregate Facility Exposures of all the Lenders, as such percentage
        may
        be modified by assignments made by such Lender in accordance with the terms
        of
        this Agreement. The Facility Exposure Percentage for each Lender that becomes a
        party to this Agreement as contemplated by Section
        8.04(c)
        shall be such
        party’s interest in the Hedge Counterparty immediately prior to the distribution
        by the Hedge Counterparty expressed as a percentage of the aggregate interests
        in the Hedge Counterparty of all such parties at such time. The Facility
        Exposure Percentage for each Lender that becomes a party to this Agreement
        pursuant to an Assignment and Assumption Agreement shall be the “Facility
        Exposure Percentage” as specified in such Assignment and Assumption
        Agreement.

       

      “Facility
        Fee”
has
        the meaning
        specified in Section
        2.09(a).

       

      “Facility
        Fee Payment Date”
means
        (a) each
        January 14 and July 14 during the period commencing on January 14, 2007 and
        ending on the earliest to occur of the dates in clause (b) or (c) below or
        the occurrence of an Event of Default), (b) the Commitment Termination Date,
        (c)
        the Final Facility Fee Payment Date and (d) after an Event of Default, each
        day
        on which the Administrative Agent makes a demand for payment of the accrued
        Facility Fee for the Facility Fee Period ending on such date. Notwithstanding
        the foregoing, if any Facility Fee Payment Date falls on a date which is
        not a
        Business Day, such Facility Fee Payment Date shall be the immediately preceding
        Business Day.

       

      “Facility
        Fee Period”
means
        (a) in the
        case of the initial Facility Fee Period, the period commencing on the Effective
        Date and ending on the first Facility Fee Period End Date and (b) in the
        case of each subsequent Facility Fee Period, the period commencing on the
        day
        immediately succeeding the last day of the immediately preceding Facility
        Fee
        Period and ending on the next succeeding Facility Fee Period End
        Date.

       

      “Facility
        Fee Period End Date”
means
        (a) each
        January 15 and July 15 during the period commencing on
        January 15, 2007 and ending on the earliest to occur of the dates in
        clause (b) or (c) below or the occurrence of an Event of Default), (b) the
        Commitment Termination Date, (c) the Final Facility Fee Payment Date and
        (d)
        after an Event of Default, each day on which the Administrative Agent makes
        a
        demand for payment of the accrued Facility Fee for the Facility Fee Period
        ending on such date. Notwithstanding the foregoing, if any Facility Fee Period
        End Date would otherwise fall on a day that is not a Business Day, then such
        Facility Fee Period End Date shall be the next succeeding Business
        Day.

       

      “Federal
        Funds Effective Rate”
means,
        for any
        day, the weighted average (rounded upwards, if necessary, to the next 1/100
        of
        1%) of the rates on overnight Federal funds transactions with members of
        the
        Federal Reserve System arranged by Federal funds brokers, as published on
        the
        next succeeding Business Day by the Federal Reserve Bank of New York, or,
        if
        such rate is not so published for any day that is a Business Day, the average
        (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations
        for
        such day for such transactions received by the Administrative Agent from
        three
        Federal funds brokers of recognized standing selected by it.

       

      “Final
        Facility Fee Payment Date”
means
        the first
        date on which the Commitment shall have terminated and the Outstandings are
        zero.

       

      “Final
        Payment Date”
means
        the date on
        which (a) the Commitment shall have terminated, (b) the principal of all
        Loans
        and all Reimbursement Obligations, interest, fees, taxes, expenses, indemnities,
        reimbursements and other amounts (other than obligations for taxes, expenses,
        indemnifications, reimbursements and damages in respect of which no oral
        or
        written assertion of liability and no oral or written claim or demand for
        payment has been made (and, in the case of obligations for indemnification,
        no
        notice for indemnification has been issued by the indemnitee) at such time)
        payable by the Borrower hereunder or under any Note shall have been paid,
        (c)
        all Letters of Credit shall have expired or terminated and (d) no Bankruptcy
        Event shall have occurred and 95 days shall have elapsed since the last
        payment was made under the Credit Agreement and the Notes.

       

      “Financial
        Officer”
means
        the chief
        financial officer, principal accounting officer, treasurer or controller
        of the
        Borrower.

       

      “Foreign
        Lender”
means
        any Lender
        that is not a “United States Person” as that term is defined in
        Section 7701(a)(30) of the Code.

       

      “Funded
        Debt”
means
        all Debt
        maturing one year or more from the date of the creation thereof, all Debt
        directly or indirectly renewable or extendible, at the option of the debtor,
        by
        its terms or by the terms of any instrument or agreement relating thereto,
        to a
        date one year or more from the date of the creation thereof, and all Debt
        under
        a revolving credit or similar agreement obligating the lender or lenders
        to
        extend credit over a period of one year or more.

       

      “GAAP”
means
        generally
        accepted accounting principles in the United States of America, as in effect
        from time to time.

       

      “Governmental
        Authority”
means
        the
        government of the United States of America, any other nation or any political
        subdivision thereof, whether state or local, and any agency, authority,
        instrumentality, regulatory body, court, central bank or other entity exercising
        executive, legislative, judicial, taxing, regulatory or administrative powers
        or
        functions of or pertaining to government.

       

      “Hazardous
        Materials”
means
        all
        explosive or radioactive substances or wastes and all hazardous or toxic
        substances, wastes or other pollutants, including petroleum or petroleum
        distillates, asbestos or asbestos containing materials, polychlorinated
        biphenyls, radon gas, infectious or medical wastes and all other substances
        or
        wastes of any nature, in each case above to the extent regulated pursuant
        to any
        Environmental Law.

       

      “Hedge
        Counterparty”
means
        the Trust
        so long as the Initial Hedging Arrangement is in effect and at any time
        thereafter the counterparty to the Initial Lender and the Issuing Bank in
        any
        Replacement Hedging Arrangement then in effect.

       

      “Hedging
        Arrangement”
means
        the Initial
        Hedging Arrangement or any Replacement Hedging Arrangement or both, as the
        context requires.

       

      “Indemnified
        Taxes”
means
        Taxes other
        than Excluded Taxes.

       

      “Initial
        Hedging Arrangement”
means
        the Amended
        Declaration of Trust dated as of July 19, 2006 between the Trustee and
        Deutsche Bank AG New York Branch, as Initial Depositor, the Assignment Agreement
        dated as of July 19, 2006 among the Initial Lender, the Issuing Bank and
        the Trust, the related interest rate swap and certificate of deposit and
        the
        Trust Security Purchase Agreement dated as of July 12, 2006 between the
        Trust and Deutsche Bank Securities Inc., as representative of the several
        initial purchasers named therein. 

       

      “Initial
        Lender”
means
        Deutsche
        Bank AG New York Branch and any successor or permitted assign thereof prior
        to
        termination of the Commitment.

       

      “Interest
        Payment Date”
means,
        (a) with respect to each ABR Loan, January 15, April 15,
        July 15 and October 15 and (b) with respect to each Eurodollar
        Loan, the last day of the Interest Period applicable to such Loan.

       

      “Interest
        Period”
        means, with
        respect to each Eurodollar Loan, the period commencing on the date such Loan
        is
        made or on the last day of the immediately preceding Interest Period therefor,
        as applicable, and ending on the numerically corresponding day in the calendar
        month that is three months thereafter; provided
        that (a) if any
        Interest Period would end on a day other than a Business Day, such Interest
        Period shall be extended to the next succeeding Business Day unless such
        next
        succeeding Business Day would fall in the next calendar month, in which case
        such Interest Period shall end on the next preceding Business Day, (b) any
        Interest Period that commences on the last Business Day of a calendar month
        (or
        on a day for which there is no numerically corresponding day in the last
        calendar month of such Interest Period) shall end on the last Business Day
        of
        the last calendar month of such Interest Period, (c) no Interest Period shall
        commence if it would end after the Maturity Date and (d) subject to
        clause (c), the last Interest Period shall end one or, if there is
        sufficient time before the Maturity Date, two months after the last day of
        the
        immediately preceding Interest Period if such last Interest Period would
        otherwise end after the Maturity Date.

       

      “Issuing
        Bank”
means
        Deutsche
        Bank AG New York Branch. The Issuing Bank may, in its discretion, arrange
        for one or more Letters of Credit to be issued by Affiliates of the Issuing
        Bank
        acceptable to the Borrower, in which case the term “Issuing Bank” shall include
        any such Affiliate with respect to Letters of Credit issued by such
        Affiliate.

       

      “LC
        Disbursement”
means
        a payment
        made by the Issuing Bank pursuant to a drawing under a Letter of
        Credit.

       

      “LC
        Exposure”
means,
        at any
        time, the sum of (a) the Outstanding Undrawn Face Amount at such time plus
        (b) the aggregate principal amount of all Reimbursement Obligations that
        have not been paid by or on behalf of the Borrower, whether by application
        of
        the proceeds of an ABR Loan or otherwise, at such time.

       

      “LC
        Issuance
        Request”
means
        a request
        substantially in the form of Exhibit B-2 by the Borrower for a Letter of
        Credit to be issued in accordance with Section
        2.04.

       

      “Lender”
means
        the Initial
        Lender and, after the Assignment Date, the Hedge Counterparty and, after
        the
        Distribution Date, each of the parties to the Hedging Arrangement to whom
        the
        Hedge Counterparty assigns its interests herein on the Distribution Date,
        and
        thereafter each such other institution that may become a Lender pursuant
        to
Section
        8.04.

       

      “Letter
        of
        Credit”
means
        any standby
        letter of credit issued by the Issuing Bank pursuant to this
        Agreement.

       

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

       

      “Lien”
means
        any
        mortgage, pledge, security interest, charge, lien or other encumbrance of
        any
        kind, whether or not filed, recorded or perfected under applicable
        law.

       

      “Loan”
means
        a loan made
        pursuant to Article
        2.

       

      “Loan
        Documents”
means,
        collectively, this Agreement and each Note, each Letter of Credit, the Deposit
        Account Control Agreement, the Securities Account Control Agreement, each
        other
        Security Document and each other agreement entered into in connection with
        the
        transactions contemplated by this Agreement but excluding the Hedging
        Arrangements.

       

      “Loan
        Request”
means
        a request
        substantially in the form of Exhibit B-1 by the Borrower for a Loan in
        accordance with Section
        2.03.

       

      “Margin
        Stock”
means
“margin
        stock” as defined in Regulation U of the Board of Governors, as in effect
        from time to time.

       

      “Material
        Adverse Effect”
means
        a material
        adverse effect on (i) the business, assets, operations or condition (financial
        or otherwise) of the Borrower and its consolidated Subsidiaries on a
        consolidated basis, (ii) the ability of the Borrower to perform its obligations
        under the Loan Documents or (iii) the validity or enforceability of the Loan
        Documents or the validity, perfection, priority or enforceability of the
        Liens
        created thereunder.

       

      “Maturity
        Date”
means
        July 15, 2011.

       

      “Moody’s”
means
        Moody’s
        Investors Service, Inc.

       

      “Notes”
means
        the
        promissory notes, if any, of the Borrower evidencing Loans under this Agreement
        in the form of Exhibit C.

       

      “Officer’s
        Certificate”
means
        a
        certificate signed by the Chairman of the Board, the Chief Executive Officer,
        the President, any Vice President, the Treasurer or any other authorized
        officer
        of the Borrower or a person duly authorized by any of them, and delivered
        to the
        Administrative Agent. The officer signing an Officer’s Certificate given
        pursuant to Section
        5.03
        shall be the principal executive, financial or accounting officer or the
        Treasurer of the Borrower. 

       

      “Opinion
        of
        Counsel”
means
        a written
        opinion of legal counsel, who may be an employee of or counsel for the Borrower
        and who shall be reasonably acceptable to the Administrative Agent.


       

      “Other
        Taxes”
means
        any and all
        present or future stamp or documentary taxes or any other excise or property
        taxes, charges or similar levies arising from any payment made hereunder
        or from
        the execution, delivery or enforcement of, or otherwise with respect to,
        this
        Agreement.

       

      “Outstanding
        Undrawn Face Amount”
means,
        at any
        time, the aggregate undrawn face amount of all outstanding Letters of Credit
        at
        such time. 

       

      “Outstandings”
means
        the
        aggregate outstanding principal amount of the Loans plus the LC Exposure
        at such
        time.

       

      “Participant”
has
        the meaning
        set forth in Section
        8.04(e).

       

      “Patriot
        Act”
means
        the USA
        Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
        2001)).

       

      “Permitted
        Investments”
means
        (a) prior to and including the Distribution Date:

       

      (i) direct
        obligations
        of, or obligations the principal of and interest on which are unconditionally
        guaranteed by, the United States of America (or by any agency thereof to
        the
        extent such obligations are backed by the full faith and credit of the United
        States of America), in each case maturing on or prior to the Distribution
        Date;
        or

       

      (ii) investments
        in
        certificates of deposit, banker’s acceptances and time deposits maturing on or
        prior to the Distribution Date issued or guaranteed by or placed with, and
        money
        market deposit accounts issued or offered by, any domestic office of any
        commercial bank organized under the laws of the United States of America
        or any
        State thereof (1) which has a combined capital and surplus and undivided
        profits
        of not less than $500,000,000 and (2) whose senior unsecured long-term debt
        is
        rated equal to or greater than “A” by S&P and equal to or greater than “A2”
by Moody’s; and

       

      (b) after
        the
        Distribution Date:

       

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

       

      (ii) commercial
        paper
        maturing within 30 days from the date of acquisition thereof and having, at
        such date of acquisition, the highest credit rating obtainable from S&P and
        from Moody’s;

       

      (iii) certificates
        of
        deposit, banker’s acceptances and time deposits maturing within 30 days
        from the date of acquisition thereof issued or guaranteed by or placed with,
        and
        money market deposit accounts issued or offered by, any domestic office of
        any
        commercial bank organized under the laws of the United States of America
        or any
        State thereof (1) which has a combined capital and surplus and undivided
        profits
        of not less than $500,000,000 and (2) whose senior unsecured long-term debt
        is
        rated equal to or greater than “A” by S&P and equal to or greater than “A2”
by Moody’s;

       

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

       

      (v) money
        market funds
        that (1) comply with the criteria set forth in Securities and Exchange
        Commission Rule 2a-7 under the Investment Company Act of 1940, (2) are
        rated “AAA” by S&P and “Aaa” by Moody’s and (3) have portfolio assets of at
        least $5,000,000,000;

       

      provided
        that
        in no event
        will Permitted Investments include any obligation of the Borrower or any
        of its
        Affiliates, any interest-only security, any security purchased at a price
        in
        excess of 100% of the par value thereof, any security whose repayment is
        subject
        to substantial non-credit related risk, any leveraged investment, any
        mortgage-backed security or any obligation or security whose rating by S&P
        includes the “r” or “t” subscript.

       

      “Permitted
        Liens”
means
        (i) Liens upon rights-of-way for pipeline purposes; (ii) any
        governmental Lien, mechanics’, materialmen’s, carriers’ or similar Lien incurred
        in the ordinary course of business which is not yet due or which is being
        contested in good faith by appropriate proceedings and any undetermined Lien
        which is incidental to construction; (iii) the right reserved to, or vested
        in, any municipality or public authority by the terms of any right, power,
        franchise, grant, license, permit or by any provision of law, to purchase
        or
        recapture or to designate a purchaser of, any property; (iv) Liens of taxes
        and assessments which are (A) for the then current year, (B) not at
        the time delinquent, or (C) delinquent but the validity of which is being
        contested at the time by the Borrower or any Subsidiary in good faith;
        (v) Liens of, or to secure performance of, leases; (vi) any Lien upon,
        or deposits of, any assets in favor of any surety company or clerk of court
        for
        the purpose of obtaining indemnity or stay of judicial proceedings;
        (vii) any Lien upon property or assets acquired or sold by the Borrower or
        any Restricted Subsidiary resulting from the exercise of any rights arising
        out
        of defaults on receivables; (viii) any Lien incurred in the ordinary course
        of business in connection with workmen’s compensation, unemployment insurance,
        temporary disability, social security, retiree health or similar laws or
        regulations or to secure obligations imposed by statute or governmental
        regulations; (ix) any Lien upon any property or assets in accordance with
        customary banking practice to secure any Debt incurred by the Borrower or
        any
        Restricted Subsidiary in connection with the exporting of goods to, or between,
        or the marketing of goods in, or the importing of goods from, foreign countries;
        or (x) any Lien in favor of the United States of America or any state
        thereof, or any other country, or any political subdivision of any of the
        foregoing, to secure partial, progress, advance, or other payments pursuant
        to
        any contract or statute, or any Lien securing industrial development, pollution
        control, or similar revenue bonds. 

       

      “Person”
means
        any
        individual, corporation, partnership, joint venture, limited liability company,
        association, joint-stock company, trust, other entity, unincorporated
        organization or government or any agency or political subdivision thereof.
        

       

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

       

      “Principal
        Property”
means
        (a) any pipeline assets of the Borrower or any Subsidiary, including any
        related facilities employed in the transportation, distribution or marketing
        of
        natural gas, that is located in the United States or Canada and (b) any
        processing or manufacturing plant owned or leased by the Borrower or any
        Subsidiary and located within the United States or Canada, except, in the
        case
        of either clause (a) or (b), any such assets or plant which, in the opinion
        of the Board of Directors, is not material in relation to the activities
        of the
        Borrower and its Subsidiaries as a whole. 

       

      “Process
        Agent”
has
        the meaning
        specified in Section
        8.09(d).

       

      “Reimbursement
        Obligation”
means
        the
        obligation of the Borrower pursuant to Section
        2.04(d)
        to reimburse the
        Issuing Bank for an LC Disbursement, the principal amount of such Reimbursement
        Obligation being equal to the amount of such LC Disbursement.

       

      “Register”
has
        the meaning
        set forth in Section
        8.04(b).

       

      “Related
        Parties”
means,
        with
        respect to any specified Person, such Person’s Affiliates and the respective
        directors, officers, employees, agents, advisors and trustees of such Person
        and
        such Person’s Affiliates.

       

      “Replacement
        Hedging Arrangement”
means
        any
        agreement or arrangement designed to alter the risks of any Person arising
        from
        its Facility Exposure that replaces all or part of the Initial Hedging
        Arrangement or any replacement thereof.

       

      “Required
        Lenders”
means,
        at any
        time, Lenders whose aggregate Facility Exposure Percentages are more than
        50% of
        the aggregate Facility Exposure Percentages of all the Lenders.

       

      “Restricted
        Subsidiary”
means
        any
        Subsidiary of the Borrower owning or leasing any Principal Property.


       

      “Sale-Leaseback
        Transaction”
means
        the sale or
        transfer by the Borrower or any Restricted Subsidiary of any Principal Property
        to a Person (other than the Borrower or a Subsidiary) and the taking back
        by the
        Borrower or any Restricted Subsidiary, as the case may be, of a lease of
        such
        Principal Property. 

       

      “S&P”
means
        Standard
& Poor’s Ratings Group.

       

      “Secured
        Obligations”
means
        all
        obligations of the Borrower hereunder or under any other Loan
        Document.

       

      “Secured
        Parties”
means
        the Initial
        Lender, the other Lenders, the Issuing Bank, the Administrative Agent and
        the
        Collateral Agent.

       

      “Securities
        Account Control Agreement”
means
        the
        El Paso Securities Account Control Agreement substantially in the form of
        Exhibit D-2 hereto, dated as of the date hereof (as amended, restated or
        otherwise modified from time to time thereafter), executed and delivered
        by the
        Collateral Agent, the Borrower and the Securities Intermediary.

       

      “Securities
        Intermediary”
means
        Deutsche
        Bank Trust Company Americas as Securities Intermediary under the Securities
        Account Control Agreement.

       

      “Security
        Documents”
means,
        collectively, the Deposit Account Control Agreement, the Securities Account
        Control Agreement and all other security documents hereafter delivered by
        the
        Borrower to the Administrative Agent or the Collateral Agent granting or
        purporting to grant a Lien on any property or asset of the Borrower to secure
        the Secured Obligations.

       

      “Solvent”
means,
        with
        respect to any Person as of a particular date, that on such date (a) the
        fair saleable value (on a going concern basis) of such Person’s assets exceeds
        its liabilities, contingent or otherwise, fairly valued, (b) such Person
        will be
        able to pay its debts as they become due, (c) such Person does not have
        unreasonably small capital with which to satisfy all of its current and
        reasonably anticipated obligations and (d) such Person does not intend to
        incur
        nor does it reasonably anticipate that it will incur debts beyond its ability
        to
        pay as such debts become due.

       

      “Statutory
        Reserve Rate”
means
        a fraction
        (expressed as a decimal), the numerator of which is the number one and the
        denominator of which is the number one minus the aggregate of the maximum
        reserve percentages (including any marginal, special, emergency or supplemental
        reserves) expressed as a decimal established by the Board of Governors to
        which
        the Administrative Agent is subject for eurocurrency funding (currently referred
        to as “Eurocurrency Liabilities” in Regulation D of the Board of
        Governors). Such reserve percentages shall include those imposed pursuant
        to
        such Regulation D. Eurodollar Loans shall be deemed to constitute
        eurocurrency funding and to be subject to such reserve requirements without
        benefit of or credit for proration, exemptions or offsets that may be available
        from time to time to any Lender under such Regulation D or any comparable
        regulation. The Statutory Reserve Rate shall be adjusted automatically on
        and as
        of the effective date of any change in any reserve percentage.

       

      “Subsidiary”
means
        a
        corporation more than 50% of the outstanding voting stock of which is owned,
        directly or indirectly, by the Borrower or by one or more other Subsidiaries,
        or
        by the Borrower and one or more other Subsidiaries. For the purposes of this
        definition, “voting stock” means stock which ordinarily has voting power for the
        election of directors, whether at all times or only so long as no senior
        class
        of stock has such voting power by reason of any contingency. 

       

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

       

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

       

      “Trust”
means
        the
        El Paso Performance-Linked Trust, a Delaware statutory trust created by the
        Declaration of Trust dated as of June 21, 2006 between Deutsche
        Bank AG New York Branch, as initial depositor, and Deutsche Bank Trust
        Company Delaware, as Trustee, as amended and restated as of July 19,
        2006.

       

      “Trust
        Security Purchase Agreement”
means
        the Trust
        Security Purchase Agreement dated as of July 12, 2006 between the Trust, as
        issuer, and Deutsche Bank Securities Inc., as representative of the initial
        purchasers named therein.

       

      “Trustee”
means
        Deutsche
        Bank Trust Company Delaware and any successor thereof or any equivalent party
        to
        any Replacement Hedging Arrangement.

       

      Section
        1.02  .
        Terms
        Generally. The
        definitions of
        terms herein shall apply equally to the singular and plural forms of the
        terms
        defined. Whenever the context may require, any pronoun shall include the
        corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without
        limitation.” The word “will” shall be construed to have the same meaning and
        effect as the word “shall.” Unless the context requires otherwise (a)
        any definition of
        or reference to any agreement, instrument or other document herein shall
        be
        construed as referring to such agreement, instrument or other document as
        from
        time to time amended, supplemented or otherwise modified (subject to any
        restrictions on such amendments, supplements or modifications set forth herein),
        (b)
        any reference
        herein to any Person shall be construed to include such Person’s successors and
        assigns, (c)
        any reference
        herein to any applicable law means such applicable law as amended, modified,
        codified, replaced, or reenacted, in whole or in part, and in effect from
        time
        to time, including rules and regulations promulgated thereunder and reference
        to
        any section or other provision of any applicable law means that section or
        provision of such applicable law from time to time in effect and any amendment,
        modification, codification, replacement, or reenactment of such section or
        other
        provision, (d)
        the words
“herein,” “hereof” and “hereunder,” and words of similar import, shall be
        construed to refer to this Agreement in its entirety and not to any particular
        provision hereof, (e)
        all references
        herein to Articles, Sections, Exhibits and Schedules shall be construed to
        refer
        to Articles and Sections of, and Exhibits and Schedules to, this Agreement
        and
(f)
        the words “asset”
and “property” shall be construed to have the same meaning and effect and to
        refer to any and all tangible and intangible assets and properties, including
        cash, securities, equity interests, accounts and contract rights.

       

      Section
        1.03  .
        Accounting
        Terms; GAAP. Except
        as otherwise
        expressly provided herein, all terms of an accounting or financial nature
        shall
        be construed in accordance with GAAP, as in effect from time to time;
provided
        that, if the
        Borrower notifies the Administrative Agent that the Borrower requests an
        amendment to any provision hereof to eliminate the effect of any change
        occurring after the date hereof in GAAP or in the application thereof on
        the
        operation of or calculation of compliance with such provision (or if the
        Administrative Agent notifies the Borrower that the Required Lenders request
        an
        amendment to any provision hereof for such purpose), regardless of whether
        any
        such notice is given before or after such change in GAAP or in the application
        thereof, then such provision shall be interpreted on the basis of GAAP as
        in
        effect and applied immediately before such change shall have become effective
        until such notice shall have been withdrawn or such provision amended in
        accordance herewith.

       

       

      ARTICLE
        2 

      The
        Credits

       

      Section
        2.01  .
        Commitment.
Subject
        to the
        terms and conditions set forth herein,
        (a) the Initial
        Lender agrees to make Loans to the Borrower from time to time during the
        Availability Period in an aggregate principal amount that will not result
        in the
        Outstandings at such time exceeding the Commitment
        and (b) the
        Issuing Bank agrees to issue Letters of Credit for the account of the Borrower
        from time to time during the Availability Period in an aggregate face amount
        that will not result in the Outstandings at such time exceeding the
        Commitment.
        Within the
        foregoing limits and subject to the terms and conditions set forth herein,
        the
        Borrower may borrow, prepay and reborrow Loans and Letters of Credit may
        be
        issued, replaced and extended.

       

      Section
        2.02  .
        Loans.
Subject
        to
Section
        2.03(b)
        and (c)
        and 2.11,
        each Loan shall
        be a Eurodollar Loan in an amount that is an integral multiple of $1,000,000
        and
        not less than $20,000,000. At the time that each ABR Loan is made pursuant
        to
Section
        2.03(b),
        such ABR Loan
        shall be in the principal amount that is required to finance the reimbursement
        of the LC Disbursement made at that time as contemplated thereby. There shall
        not at any time be more than a total of 16 Eurodollar Loans
        outstanding.

       

      Section
        2.03  .
        Requests for
        Loans. (a)
        To request a
        Eurodollar Loan, the Borrower shall notify the Administrative Agent of such
        request by telephone not later than 12:00 noon, New York City time, three
        Business Days before the date of the proposed Loan. Each such telephonic
        Loan
        Request shall be irrevocable and shall be confirmed promptly by hand delivery
        or
        telecopy to the Administrative Agent of a written Loan Request signed by
        the
        Borrower. Each such telephonic and written Loan Request shall specify the
        following information in compliance with Section
        2.02:

       

      (i)  the
        principal
        amount of such Loan;

       

      (ii)  the
        date such Loan
        is to be made, which shall be a Business Day; and

       

      (iii)  the
        location and
        number of the Borrower’s account to which funds are to be disbursed pursuant to
Section
        2.05.

       

      Promptly
        following
        receipt of a Loan Request in accordance with this Section
        2.03,
        the Administrative Agent shall advise the Initial Lender of the details thereof
        and of the principal amount of the Initial Lender’s Loan to be made as
        requested.

       

      (b)  If
        the Issuing Bank
        makes an LC Disbursement during the Availability Period and the conditions
        to a
        Credit Event under Section
        3.02
        are met at such time, then the Borrower shall be deemed to have made a request
        for an ABR Loan to be made immediately in the principal amount of such LC
        Disbursement and, subject to subsection (c)
        of this Section,
        on the second Business Day after such ABR Loan is made the Borrower shall
        be
        deemed to have made a request for a Eurodollar Loan to be made on the fifth
        Business Day after such ABR Loan is made unless the Borrower notifies the
        Administrative Agent on or before such second Business Day after the ABR
        Loan is
        made that the Borrower intends to repay such ABR Loan and not borrow a
        Eurodollar Loan on such fifth Business Day. The Borrower irrevocably directs
        the
        Initial Lender to apply the proceeds of such ABR Loan to reimburse the Issuing
        Bank for such LC Disbursement. The principal of and accrued interest on each
        such ABR Loan shall be due and payable in full on the earlier of the fifth
        Business Day after being made and the Maturity Date.

       

      (c)  Notwithstanding
        any
        other provision of this Agreement, the Borrower shall not be entitled to
        request
        the making of a Eurodollar Loan if the initial Interest Period with respect
        thereto would end after the Maturity Date.

       

      (d)  On
        the last day of
        the last Interest Period of a Eurodollar Loan ending within one month of
        the
        Maturity Date, such Eurodollar Loan shall be converted to an ABR Loan without
        further action or notice by any Person unless paid in full on such
        day.

       

      Section
        2.04  .
        Letters of
        Credit.
         (a)
        General.
        Subject to the
        terms and conditions set forth herein, the Issuing Bank agrees, at any time
        and
        from time to time during the Availability Period (but in no event after the
        fifth Business Day prior to the Maturity Date) upon request by the Borrower,
        to
        issue Letters of Credit in any stated face amount (in U.S. dollars) specified
        by
        the Borrower in the applicable request with the Borrower as the applicant
        and
        account party thereof and the reimbursement obligor in respect of drawings
        thereunder in a form reasonably acceptable to the Issuing Bank to support
        only
        the obligations of the Borrower or the obligations of its
        Affiliates.

       

      (b)  Notice
        of
        Issuance, Amendment, Renewal, Extension; Certain Conditions.
        To request the
        issuance of a Letter of Credit (or the amendment, renewal or extension of
        an
        outstanding Letter of Credit), the Borrower shall hand deliver or telecopy
        (or
        transmit by electronic communication, if arrangements for doing so have been
        approved by the Issuing Bank) to the Issuing Bank and the Administrative
        Agent
        (reasonably in advance of the requested date of issuance, amendment, renewal
        or
        extension) an LC Issuance Request for the issuance of a Letter of Credit,
        or
        identifying the Letter of Credit to be amended, renewed or extended, and
        specifying the date of issuance, amendment, renewal or extension (which shall
        be
        a Business Day), the date on which such Letter of Credit is to expire (which
        shall comply with subsection (c)
        of this Section),
        the amount of such Letter of Credit, the name and address of the beneficiary
        thereof and such other information as shall be necessary to prepare, amend,
        renew or extend such Letter of Credit. Upon receipt of any LC Issuance Request,
        the Issuing Bank will process such LC Issuance Request and the certificates,
        documents and other papers and information delivered to it in connection
        therewith in accordance with its customary procedures and shall promptly
        issue,
        amend, renew or extend the Letter of Credit requested thereby (but in no
        event
        shall the Issuing Bank be required to issue, amend, renew or extend any Letter
        of Credit earlier than three Business Days, or such shorter time period as
        may
        be agreed to by the Issuing Bank) after its receipt of the LC Issuance Request
        therefor and all such other certificates, documents and other papers and
        information relating thereto) by issuing the original of such Letter of Credit
        to the beneficiary thereof or as otherwise may be agreed to by the Issuing
        Bank
        and the Borrower. The Issuing Bank shall furnish a copy of such Letter of
        Credit
        to the Borrower promptly following the issuance thereof. The Issuing Bank
        shall
        promptly furnish to the Administrative Agent notice of the issuance, amendment,
        renewal, or extension of such Letter of Credit (including the amount thereof),
        together with a copy of such Letter of Credit, whereupon the Administrative
        Agent shall in turn promptly furnish such notice to the Lenders and a copy
        of
        such Letter of Credit to any Lender requesting the same. A Letter of Credit
        shall be issued, amended, renewed or extended only if (and upon issuance,
        amendment, renewal or extension of each Letter of Credit the Borrower shall
        be
        deemed to represent and warrant that), after giving effect to such issuance,
        amendment, renewal or extension, the Outstandings shall not exceed the
        Commitment. Any amendment, renewal or extension of the Letters of Credit
        shall
        be subject to the other terms and provisions of this Agreement and the approval
        of the Issuing Bank, such approval not to be unreasonably withheld.


       

      (c)  Expiration
        Date.
        Each Letter of
        Credit shall expire at or prior to the close of business on the earlier of
        (i)
        the date one year
        after the date of the issuance of such Letter of Credit (except as otherwise
        agreed by the Issuing Bank) and (ii)
        the date that is
        10 Business Days prior to the Maturity Date; provided
        that (x) any
        Letter of Credit may provide for the extension or renewal thereof in accordance
        with the terms thereof in the sole discretion of the Issuing Bank upon the
        request of the Borrower for additional periods of one year each (which shall
        in
        no event extend beyond the date referred to in clause (ii)
        above) and
        (y) any Letter of Credit may provide for the automatic extension thereof in
        accordance with the terms thereof without any action on the part of the Issuing
        Bank, the Borrower or the beneficiary thereof for additional one-year periods
        (which shall in no event extend beyond the date referred to in
        clause (ii)
        above) unless the
        Issuing Bank notifies the beneficiary thereof (prior to the date specified
        therein before which the Issuing Bank must so notify the beneficiary thereof
        in
        order to prevent such an automatic extension) that a condition to such extension
        has not been met.

       

      (d)  Reimbursement
        Obligations.
        If the Issuing
        Bank shall make any LC Disbursement in respect of a Letter of Credit, the
        Borrower shall be obligated to, and shall, reimburse the Issuing Bank for
        such
        LC Disbursement by paying to the Administrative Agent an amount equal to
        such LC
        Disbursement not later than 12:00 noon, New York City time, on the date
        that such LC Disbursement is made, if the Borrower shall have received notice
        of
        such LC Disbursement prior to 10:00 a.m., New York City time, on such date
        or, if such notice has not been received by the Borrower prior to such time
        on
        such date, then not later than 12:00 noon, New York City time, on the
        Business Day immediately following the day that the Borrower receives such
        notice. If, subject to the terms and conditions hereof, such payment is financed
        with an ABR Loan made by the Initial Lender in an equivalent amount as provided
        in Section
        2.03(b),
        to the extent so
        financed the Borrower’s obligation to reimburse the Issuing Bank for such LC
        Disbursement shall be discharged and replaced by the resulting ABR
        Loan.

       

      (e)  Obligations
        Absolute.
        The Borrower’s
        obligation to pay Reimbursement Obligations as provided in
        subsection (d)
        of this Section
        shall be absolute, unconditional and irrevocable, and shall be performed
        strictly in accordance with the terms of this Agreement under any and all
        circumstances whatsoever and irrespective of (i)
        any lack of
        validity or enforceability of any Letter of Credit or this Agreement, or
        any
        term or provision therein, (ii)
        any draft or other
        document presented under a Letter of Credit proving to be forged, fraudulent
        or
        invalid in any respect or any statement therein being untrue or inaccurate
        in
        any respect, (iii)
        payment by the
        Issuing Bank under a Letter of Credit against presentation of a draft or
        other
        document that does not comply with the terms of such Letter of Credit or
        (iv)
        any other event or
        circumstance whatsoever, whether or not similar to any of the foregoing,
        that
        might, but for the provisions of this Section, constitute a legal or equitable
        discharge of or defense to, or provide a right of setoff against, the Borrower’s
        obligations hereunder. Neither the Administrative Agent, the Lenders nor
        the
        Issuing Bank, nor any of their Related Parties, shall have any liability
        or
        responsibility by reason of or in connection with the issuance or transfer
        of
        any Letter of Credit or any payment or failure to make any payment thereunder
        (irrespective of any of the circumstances referred to in the preceding sentence)
        or any error, omission, interruption, loss or delay in transmission or delivery
        of any draft, notice or other communication under or relating to any Letter
        of
        Credit (including any document required to make a drawing thereunder) or
        any
        error in interpretation of technical terms or any consequence arising from
        causes beyond the control of the Issuing Bank; provided
        that the foregoing
        shall not be construed to excuse the Issuing Bank from liability to the Borrower
        to the extent of any direct damages (as opposed to consequential damages,
        claims
        in respect of which are hereby waived by the Borrower to the extent permitted
        by
        applicable law) suffered by the Borrower that are caused by the Issuing Bank’s
        failure to exercise care when determining whether drafts and other documents
        presented under a Letter of Credit comply with the terms thereof. The parties
        hereto expressly agree that, in the absence of gross negligence or willful
        misconduct on the part of the Issuing Bank (as finally determined by a court
        of
        competent jurisdiction), the Issuing Bank shall be deemed to have exercised
        care
        in each such determination. In furtherance of the foregoing and without limiting
        the generality thereof, the parties agree that, with respect to documents
        presented which appear on their face to be in substantial compliance with
        the
        terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
        either accept and make payment upon such documents without responsibility
        for
        further investigation, regardless of any notice or information to the contrary,
        or refuse to accept and make payment upon such documents if such documents
        are
        not in strict compliance with the terms of such Letter of Credit (unless
        the
        Borrower shall consent to payment thereon notwithstanding such lack of strict
        compliance).

       

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

       

      (g)  Interest
        on
        Reimbursement Obligations.
        If the Borrower
        fails to borrow an ABR Loan to reimburse an LC Disbursement pursuant to
Section
        2.03(b)
        or otherwise fails
        to pay a Reimbursement Obligation in full on the date such Reimbursement
        Obligation arises, the unpaid principal amount thereof shall bear interest,
        for
        each day from and including the date such Reimbursement Obligation arises
        to but
        excluding the date that the Borrower pays such Reimbursement Obligation,
        at the
        rate per annum then applicable to ABR Loans; provided
        that, if the
        Borrower fails to pay such Reimbursement Obligation when due pursuant to
        subsection (d)
        of this Section,
        then Section
        2.10(d)
        shall apply.
        Interest accrued pursuant to this subsection shall be for the account of
        the
        Issuing Bank.

       

      Section
        2.05  .
        Funding of
        Eurodollar Loans. The
        Initial Lender
        shall make each Eurodollar Loan to be made by it hereunder on the proposed
        date
        by wire transfer of immediately available funds by 12:00 noon, New York
        City time, to the account of the Administrative Agent most recently designated
        by it for such purpose by notice to the Initial Lender. The Administrative
        Agent
        will make such Eurodollar Loans available to the Borrower by promptly crediting
        the Loan amounts so received, in like funds to such account as designated
        by the
        Borrower in the applicable Loan Request; provided
        that ABR Loans
        made to finance the reimbursement of an LC Disbursement as provided in
Section
        2.03(b)
        shall be remitted
        by the Administrative Agent to the Issuing Bank.

       

      Section
        2.06  .
        Mandatory and
        Optional Termination and Reduction of Commitment. (a)
        The Commitment
        shall terminate automatically upon the Commitment Termination Date.

       

      (b)  The
        Borrower may at
        any time terminate the Commitment
        by written notice
        to the
        Administrative Agent given at least 30 days prior to the effective date of
        such termination, stating such election and the effective date thereof. Promptly
        following receipt of such notice, the Administrative Agent shall advise the
        Initial Lender and the Issuing Bank of the contents thereof. A notice delivered
        by the Borrower pursuant to this Section shall be irrevocable.

       

      (c)  Any
        termination of
        the Commitment, whether mandatory or optional, shall be in whole and shall
        be
        permanent.

       

      Section
        2.07  .
        Repayment of
        Loans; Evidence of Debt.
(a)
        The Borrower
        hereby unconditionally promises to pay on the Maturity Date to the
        Administrative Agent for the account of the Lenders as their interests may
        appear the then unpaid principal amount of each Loan.

       

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

       

      (c)  The
        Administrative
        Agent shall maintain accounts in which it shall record (i)
        the amount of each
        Loan made hereunder and the Interest Period applicable thereto, (ii)
        the amount of any
        principal or interest due and payable or to become due and payable by the
        Borrower to each Lender hereunder on account of each Loan and (iii)
        the amount of any
        sum received by the Administrative Agent hereunder for the account of the
        Lenders and each Lender’s share thereof.

       

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

       

      (e)  Any
        Lender may
        request that its interest in the Loans be evidenced by a Note. In such event,
        the Borrower shall prepare, execute and deliver to such Lender a Note or
        Notes
        payable to the order of such Lender (or, if requested by such Lender, to
        such
        Lender and its registered assigns). Thereafter, the interests in the Loans
        evidenced by such Note and interest thereon shall at all times (including
        after
        assignment pursuant to Section
        8.04)
        be represented by one or more Notes in such form payable to the order of
        the
        payee named therein (or, if such Note is a registered note, to such payee
        and
        its registered assigns).

       

      Section
        2.08  .
        Optional and
        Mandatory Prepayment of Loans. (a)
        The Borrower shall
        have the right at any time and from time to time to prepay any Loan in whole
        or
        in part (without premium or penalty but subject to Section
        2.13),
        subject to prior notice in accordance with subsection (b)
        of this Section.
        All or any portion of any Loan prepaid may be borrowed and reborrowed in
        accordance with the terms and provisions of this Agreement. 

       

      (b)  The
        Borrower shall
        notify the Administrative Agent by telephone (confirmed by telecopy) of any
        prepayment hereunder (i)
        in the case of
        prepayment of a Eurodollar Loan, not later than 12:00 noon, New York City
        time, two Business Days before the date of prepayment or (ii)
        in the case of
        prepayment of an ABR Loan, not later than 12:00 noon, New York City time,
        on the date of prepayment. Each such notice shall be irrevocable and shall
        specify the prepayment date and the principal amount of each Loan or portion
        thereof to be prepaid. Promptly following receipt of any such notice relating
        to
        a Loan, the Administrative Agent shall advise the Lenders of the contents
        thereof. Each partial prepayment of any Loan shall be in a minimum amount
        of
        $5,000,000 or a larger integral multiple of $1,000,000. Each prepayment shall
        be
        accompanied by accrued and unpaid interest to the extent required by
Section
        2.10.

       

      (c)  If
        on the date the
        Commitment terminates pursuant to Section
        2.06(b)
        there are any
        Outstandings, the Borrower shall immediately prepay in full the principal
        of,
        and accrued interest on, all outstanding Loans and Reimbursement Obligations
        and
        Cash Collateralize the Outstanding Undrawn Face Amount. 

       

      (d)  If
        on any date when
        the Commitment is in effect the Outstandings exceed the Commitment, then,
        without notice or demand, the Borrower shall immediately prepay the principal
        of
        and accrued interest on the Loans and Reimbursement Obligations by an amount
        equal to such excess and, if the principal of and interest on all Loans and
        Reimbursement Obligations shall have been prepaid in full, immediately Cash
        Collateralize the Outstanding Undrawn Face Amount by an amount equal to any
        remaining excess. 

       

      Section
        2.09  .
        Fees.
(a)
        The Borrower
        agrees to pay to the Lenders a fee (a "Facility
        Fee")
which
        shall accrue
        for each Facility Fee Period from and
        including
the
        first day of such Facility Fee Period to but
        excluding
the
        last day of such Facility
        Fee
Period
        at a rate per
        annum equal to 2.341% on the Facility Exposure Amount from time to time.
        The
        Facility Fee for each Facility Fee Period shall be payable semi-annually
        in
        arrears on the Facility Fee Payment Date occurring immediately prior to the
        last
        day of such Facility Fee Period and, after the occurrence of an Event of
        Default, from time to time on demand by the Administrative Agent or a Lender.
        The Facility Fee shall be computed on the basis of a month of 30 days and a
        year of 360 days and shall be payable for the actual number of days elapsed
        (including the first day but excluding the last day) in each Facility Fee
        Period.

       

      (b)  The
        Borrower agrees
        to pay or reimburse the Issuing Bank on demand for such normal and customary
        costs and expenses as are incurred or charged by the Issuing Bank in issuing,
        negotiating, effecting payment under, amending or otherwise administering
        any
        Letter of Credit issued by it, together with all taxes, fees, charges or
        other
        costs or expenses incurred by the Issuing Bank in connection with payments
        by it
        of drafts drawn under the Letters of Credit.

       

      (c)  The
        Borrower agrees
        to pay the Initial Lender on the Effective
        Date
        a
        one-time structuring fee as
        set forth in the
        engagement letter dated July 7, 2006 between the Initial Lender and the
        Borrower.

       

      (d)  The
        Borrower agrees
        to pay the Administrative Agent and the Collateral Agent the fees set forth
        on
        Schedule 2.09 attached hereto at the times provided therein.

       

      (e)  All
        fees payable
        hereunder shall be paid on the dates due, in immediately available funds,
        to the
        Administrative Agent or the Issuing Bank, as the case may be. Fees paid shall
        not be refundable under any circumstances.

       

      Section
        2.10  .
        Interest.
(a)
        Each ABR Loan
        shall bear interest at the Alternate Base Rate.

       

      (b)  Each
        Eurodollar
        Loan shall bear interest at the Adjusted LIBO Rate for the Interest Period
        in
        effect for such Loan.

       

      (c)  Notwithstanding
        the
        foregoing, if the Assignment Date occurs during an Interest Period for a
        Loan
        (but not on the last day of such Interest Period), such Loan shall bear interest
        at a rate per annum equal to 5.409% from and including the Assignment Date
        until
        paid.

       

      (d)  Notwithstanding
        the
        foregoing, if any principal of, or interest on, any Loan or on any Reimbursement
        Obligation or on the Collateral Account Funding Obligation, or any other
        amount
        payable by the Borrower hereunder, is not paid when due, whether at stated
        maturity, upon acceleration or the
        occurrence of
        an Assignment Event or otherwise,
        such
        overdue amount shall bear interest, after as well as before judgment, at
        a rate
        per annum equal to (i)
        in the case of
        overdue principal of, or interest on, any Loan or Reimbursement
        Obligation
        or the Collateral
        Account Funding Obligation,
        7.409% or
(ii)
        in the case of any
        other amount, the Alternate Base Rate plus 2%.

       

      (e)  Accrued
        interest on
        each Loan shall be payable in arrears on each Interest Payment Date for such
        Loan and upon termination of the Commitment; provided
        that (i)
        interest accrued
        pursuant to subsection (d)
        of this Section
        shall be payable on demand, (ii)
        in the event of
        any repayment or prepayment of any Loan, accrued interest on the principal
        amount repaid or prepaid shall be payable on the date of such repayment or
        prepayment and (iii)
        in the event of
        any conversion or prepayment of any Eurodollar Loan prior to the end of the
        current Interest Period therefor, accrued interest on such Eurodollar Loan
        shall
        be payable on the effective date of such conversion or prepayment, as the
        case
        may be.

       

      (f)  All
        interest
        hereunder shall be computed on the basis of a year of 360 days with months
        of 30 days, except that interest computed by reference to the Alternate
        Base Rate at times when the Alternate Base Rate is based on the Prime Rate
        shall
        be computed on the basis of a year of 365 days (or 366 days in a leap
        year), and in each case shall be payable for the actual number of days elapsed
        (including the first day but excluding the last day of the Interest Period).
        The
        applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be
        determined by the Administrative Agent, and such determination shall be
        conclusive absent manifest error.

       

      Section
        2.11  .
        Alternate
        Rate of Interest. If
        prior to the
        commencement of any Interest Period for a Eurodollar Loan:

       

      (a)  the
        Administrative
        Agent determines in good faith (which determination shall be conclusive absent
        manifest error) that, by reason of circumstances generally affecting the
        London
        interbank Eurodollar market, adequate and reasonable means do not exist for
        ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for
        such
        Interest Period; or

       

      (b)  the
        Administrative
        Agent is advised by the Initial Lender that the Adjusted LIBO Rate or the
        LIBO
        Rate, as applicable, for such Interest Period will not adequately and fairly
        reflect the cost to the Initial Lender of making or maintaining its Loans
        for
        such Interest Period;

       

      then
        the
        Administrative Agent shall give notice thereof to the Borrower and the Initial
        Lender by telephone or telecopy as promptly as practicable thereafter and,
        until
        the Administrative Agent notifies the Borrower and the Initial Lender that
        the
        circumstances giving rise to such notice no longer exist, all outstanding
        Loans
        shall be converted into ABR Loans and all new Loans shall be made as ABR
        Loans.

       

      Section
        2.12  .
        Increased
        Costs.
         (a)
        If any Change in
        Law shall:

       

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

       

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

       

      in
        each case other than as specified in subsection (b)
        below, and the
        result of any of the foregoing shall be to increase the cost to such Lender
        of
        making or maintaining any Eurodollar Loan (or of maintaining its obligation
        to
        make any such Loan) or to increase the cost to the Issuing Bank of issuing
        or
        maintaining any Letter of Credit or to reduce the amount of any sum received
        or
        receivable by such Lender or the Issuing Bank hereunder (whether of principal,
        interest or otherwise), in each case by an amount that such Lender or the
        Issuing Bank reasonably deems to be material, then the Borrower will pay
        to such
        Lender or the Issuing Bank, as the case may be, in accordance with
        subsection (c)
        of this Section
        after the Borrower’s receipt of its written demand accompanied by documentation
        specifying in reasonable detail the events and circumstances and the applicable
        Change in Law in support of any such reimbursement request, such additional
        amount or amounts necessary to compensate such Lender or the Issuing Bank,
        as
        the case may be, for such additional costs incurred or reduction
        suffered.

       

      (b)  If
        any Lender or
        the Issuing Bank determines that any Change in Law regarding capital
        requirements has or would have the effect of reducing the rate of return
        on such
        Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the
        Issuing Bank’s holding company, if any, as a consequence of this Agreement or
        the Loans made by such Lender or the Letters of Credit issued by the Issuing
        Bank to a level below that which such Lender or the Issuing Bank or such
        Lender’s or the Issuing Bank’s holding company could have achieved but for such
        Change in Law (taking into consideration such Lender’s or the Issuing Bank’s
        policies and the policies of such Lender’s or the Issuing Bank’s holding company
        with respect to capital adequacy) by an amount reasonably deemed by such
        Lender
        or the Issuing Bank to be material, then from time to time upon submission
        by
        such Lender or the Issuing Bank to the Borrower (with a copy to the
        Administrative Agent) of a written demand therefor accompanied by documentation
        specifying in reasonable detail the events and circumstances applicable to
        such
        reduction and the applicable Change in Law in support of such demand, and
        the
        amount demanded pursuant hereto, the Borrower will, within 30 days after
        receipt of such demand, pay to such Lender or the Issuing Bank, as the case
        may
        be, such additional amount or amounts necessary to compensate such Lender
        or the
        Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such
        reduction suffered.

       

      (c)  A
        certificate of a
        Lender or the Issuing Bank setting forth the amount or amounts necessary
        to
        compensate such Lender or the Issuing Bank or its holding company, as the
        case
        may be, together with the relevant demand and accompanying documentation,
        all as
        specified in subsection (a)
        or (b)
        of this Section
        shall be delivered to the Borrower and shall be conclusive absent manifest
        error. The Borrower shall pay such Lender or the Issuing Bank, as the case
        may
        be, the amount shown as due on any such certificate within 30 days after
        receipt
        thereof.

       

      (d)  Failure
        or delay on
        the part of any Lender or the Issuing Bank to demand compensation pursuant
        to
        this Section shall not constitute a waiver of such Lender’s or the Issuing
        Bank’s right to demand such compensation; provided
        that the Borrower
        shall not be required to compensate a Lender or the Issuing Bank pursuant
        to
        this Section for any increased costs or reductions incurred more than 180
        days
        prior to the date that such Lender or the Issuing Bank, as the case may be,
        notifies the Borrower of the Change in Law giving rise to such increased
        costs
        or reductions and of such Lender’s or the Issuing Bank’s intention to claim
        compensation therefor in accordance with this Section; provided further
        that, if the
        Change in Law giving rise to such increased costs or reductions is retroactive,
        then the 180-day period referred to above shall be extended to include the
        period of retroactive effect thereof.

       

      Section
        2.13  .
        Break Funding
        Payments; Hedging Break Costs. (a) If
        (i) any
        principal of
        any Eurodollar Loan is paid other than on the last day of an Interest Period
        applicable thereto (whether pursuant to Section
        2.08(a)
        or otherwise) or
(ii) the
        Initial Lender
        assigns any Eurodollar Loan that is outstanding on the Assignment Date to
        the
        Hedge Counterparty or (iii)
        the Borrower fails
        to borrow any Eurodollar Loan on the date specified in any notice delivered
        pursuant hereto, then, in any such event, the Borrower shall compensate each
        Lender for the loss, cost and expense attributable to such event. In the
        case of
        a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed
        to
        include an amount determined by such Lender to be the excess, if any, of
        (A) the amount of interest which would have accrued on the amount so
        prepaid or assigned, or not so borrowed or prepaid, at the Adjusted LIBO
        Rate
        that would have been applicable to such Eurodollar Loan for the period from
        the
        date of such event to the last day of the then current Interest Period therefor
        (or, in the case of a failure to borrow, for the Interest Period that would
        have
        commenced on the date of such failure for such Loan), over (B) the amount
        of interest that would have accrued to such Lender on such principal amount
        for
        such period at the interest rate which such Lender would bid were it to bid,
        at
        the commencement of such period, for dollar deposits of a comparable amount
        and
        period from other banks in the interbank eurodollar market. A certificate
        of any
        Lender setting forth any amount or amounts that such Lender is entitled to
        receive pursuant to this Section shall be delivered to the Borrower and shall
        be
        conclusive absent manifest error. Each affected Lender requesting payment
        under
        this Section shall submit written demand specifying in reasonable detail
        the
        events and circumstances resulting in such payment obligation, together with
        a
        certificate as to any amounts payable pursuant to this Section to the Borrower.
        The Borrower shall pay such Lender the amount shown as due on any such
        certificate within 30 days after receipt thereof.

       

      (b)  If
        the Borrower
        elects to terminate the Commitment as provided in Section
        2.06(b),
        the Borrower will
        pay to the Initial Lender and the Issuing Bank on the Commitment Termination
        Date an amount equal to the aggregate costs of the Initial Lender and the
        Issuing Bank incurred in connection with the early termination of the Hedging
        Arrangement; provided
        that
        the Borrower
        shall not be obligated to pay an aggregate amount in excess of the aggregate
        costs the Initial Lender and the Issuing Bank would have incurred in connection
        with the early termination of the Initial Hedging Arrangement on the Commitment
        Termination Date had it been in effect at such time. The Initial Lender shall
        deliver to the Borrower a certificate setting forth such aggregate net break
        costs in reasonable detail, which certificate shall be conclusive absent
        manifest error.

       

      Section
        2.14  .
        Taxes.
(a)
        Any and all
        payments by or on account of any obligation of the Borrower hereunder shall
        be
        made free and clear of and without deduction for any Indemnified Taxes or
        Other
        Taxes; provided
        that if the
        Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
        from
        such payments, then (i)
        the sum payable
        shall be increased as necessary so that after making all required deductions
        (including deductions applicable to additional sums payable under this Section)
        the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
        an amount equal to the sum it would have received had no such deductions
        been
        made, (ii)
        the Borrower shall
        make such deductions, and (iii)
        the Borrower shall
        pay the full amount deducted to the relevant Governmental Authority in
        accordance with applicable law. 

       

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

       

      (c)  Without
        duplication
        of any amounts paid by the Borrower pursuant to Section
        2.14(b),
        the Borrower
        shall indemnify the Administrative Agent, each Lender and the Issuing Bank,
        within 30 days after written demand therefor (which demand shall be
        accompanied by a certificate setting forth in reasonable detail the amounts
        demanded and the basis therefor), for the full amount of any Indemnified
        Taxes
        or Other Taxes paid by the Administrative Agent, such Lender or the Issuing
        Bank, as the case may be, on or with respect to any payment by or on account
        of
        any obligation of the Borrower hereunder (including Indemnified Taxes or
        Other
        Taxes imposed or asserted on or attributable to amounts payable under this
        Section) and any penalties, interest and reasonable expenses arising therefrom
        or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
        were correctly or legally imposed or asserted by the relevant Governmental
        Authority. A certificate as to the amount of such payment or liability delivered
        to the Borrower by a Lender or the Issuing Bank, or by the Administrative
        Agent
        on its own behalf or on behalf of a Lender or the Issuing Bank, shall be
        conclusive absent manifest error.

       

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

       

      (e)  Any
        Foreign Lender
        that is entitled to an exemption from or reduction of withholding tax under
        the
        law of the United States, or of the jurisdiction in which the Borrower is
        located, or any treaty to which such jurisdiction is a party, with respect
        to
        payments under this Agreement shall deliver to the Borrower (with a copy
        to the
        Administrative Agent), at the time or times prescribed by applicable law,
        such
        properly completed and executed forms or other documentation prescribed by
        applicable law or reasonably requested by the Borrower as will permit such
        payments to be made without withholding or at a reduced rate.

       

      (f)  The
        Administrative
        Agent or a Lender shall determine if, in its reasonable discretion, it has
        received a refund of any Indemnified Taxes or Other Taxes as to which it
        has
        been indemnified by the Borrower or with respect to which the Borrower has
        paid
        additional amounts pursuant to this Section
        2.14.
        If it determines that it has received any such refund, it shall pay over
        such
        refund to the Borrower (but only to the extent of indemnity payments made,
        or
        additional amounts paid, by the Borrower under this Section
        2.14
        with respect to the Indemnified Taxes or Other Taxes giving rise to such
        refund), net of all out-of-pocket expenses of the Administrative Agent or
        such
        Lender and without interest (other than any interest paid by the relevant
        Governmental Authority with respect to such refund); provided
        that the Borrower,
        upon the request of the Administrative Agent or such Lender, agrees to repay
        the
        amount paid over to the Borrower (plus any penalties, interest or other charges
        imposed by the relevant Governmental Authority) to the Administrative Agent
        or
        such Lender in the event the Administrative Agent or such Lender is required
        to
        repay such refund to such Governmental Authority. This Section shall not
        be
        construed to require the Administrative Agent or any Lender to make available
        its tax returns (or any other information relating to its taxes which it
        deems
        confidential) to the Borrower or any other Person. 

       

      Section
        2.15  .
        Payments
        Generally; Pro Rata Treatment; Sharing of Setoffs. (a)  The
        Borrower shall make each payment required to be made by it hereunder and,
        unless
        stated otherwise therein, under any of the other Loan Documents (whether
        of
        principal, interest, fees, expenses, indemnities, reimbursements and other
        amounts or reimbursement of LC Disbursements, or of amounts payable under
        Section 2.12,
2.13
        or 2.14,
        or otherwise)
        prior to 12:00 noon, New York City time, on the date when due, in
        immediately available funds, without setoff or counterclaim. Any amounts
        received after such time on any date may, in the discretion of the
        Administrative Agent, be deemed to have been received on the next succeeding
        Business Day for purposes of calculating interest thereon. All such payments
        shall be made to the Administrative Agent at its offices at 60 Wall Street,
        New York, NY 10005, except payments to be made directly to the Issuing Bank
        as expressly provided herein and except that payments pursuant to Sections
        2.12,
2.13,
2.14
        and 8.03
        shall be made
        directly to the Persons entitled thereto. The Administrative Agent shall
        distribute any such payments received by it for the account of any other
        Person
        to the appropriate recipient promptly following receipt thereof. If any payment
        hereunder shall be due on a day that is not a Business Day, the date for
        payment
        shall be extended to the next succeeding Business Day, and, in the case of
        any
        payment accruing interest, interest thereon shall be payable for the period
        of
        such extension. All payments hereunder shall be made in dollars.

       

      (b)  Except
        as otherwise
        provided in Sections 2.08(c)
        and 2.18,
        if at any time
        insufficient funds are received by and available to the Administrative Agent
        to
        pay fully all amounts of principal of outstanding Loans and Reimbursement
        Obligations, interest, fees, expenses, indemnities, reimbursements and other
        amounts then due hereunder, such funds shall be applied (i)
        first, towards
        payment of interest, fees, expenses, indemnities, reimbursements and other
        amounts then due hereunder, ratably among the parties entitled thereto in
        accordance with the amounts thereof then due to such parties, and (ii)
        second, towards
        payment of principal of Loans and Reimbursement Obligations then due hereunder,
        ratably among the parties entitled thereto in accordance with the amounts
        of
        principal of Loans and Reimbursement Obligations then due to such
        parties.

       

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

       

      (d)  After
        the
        Assignment Date, unless the Administrative Agent shall have received notice
        from
        the Borrower prior to the date on which any payment is due to the Administrative
        Agent for the account of the Lenders hereunder that the Borrower will not
        make
        such payment, the Administrative Agent may assume that the Borrower has made
        such payment on such date in accordance herewith and may, in reliance upon
        such
        assumption, distribute to the Lenders the amount due. In such event, if the
        Borrower has not in fact made such payment, then each of the Lenders severally
        agrees to repay to the Administrative Agent forthwith on demand the amount
        so
        distributed to such Lender, with interest thereon, for each day from and
        including the date such amount is distributed to it to but excluding the
        date of
        payment to or recovery by the Administrative Agent, at the greater of the
        Federal Funds Effective Rate and a rate determined by the Administrative
        Agent
        in accordance with banking industry rules on interbank
        compensation.

       

      (e)  If
        any Lender shall
        fail to make any payment required to be made by it pursuant to
        subsection (d)
        of this Section or
        pursuant to Section
        2.17(b),
        then the
        Administrative Agent may, in its discretion (notwithstanding any contrary
        provision hereof), apply any amounts thereafter received by the Administrative
        Agent for the account of such Lender to satisfy such Lender’s obligations under
        such Sections until all such unsatisfied obligations are fully
        paid.

       

      Section
        2.16  .
        Mitigation
        Obligations. If
        any Lender or
        the Issuing Bank requests compensation under Section
        2.12,
        or if the Borrower is required to pay any additional amount to any Lender,
        the
        Issuing Bank or any Governmental Authority for the account of any Lender
        or the
        Issuing Bank pursuant to Section
        2.14,
        then such Lender or the Issuing Bank, as the case may be, shall use reasonable
        efforts to designate a different lending office for funding or booking its
        Loans
        or Letters of Credit hereunder or to assign its rights and obligations hereunder
        to another of its offices, branches or Affiliates, if, in the judgment of
        such
        Lender or the Issuing Bank, as the case may be, such designation or assignment
        (i)
        would eliminate or
        reduce amounts payable pursuant to Section 2.12
        or 2.14,
        as the case may
        be, in the future and (ii)
        would not subject
        such Lender or the Issuing Bank, as the case may be, to any unreimbursed
        cost or
        expense and would not otherwise be disadvantageous to such Lender or the
        Issuing
        Bank, as the case may be. The Borrower hereby agrees to pay all reasonable
        costs
        and expenses incurred by any Lender or the Issuing Bank, as the case may
        be, in
        connection with any such designation or assignment.

       

      Section
        2.17  .
        Establishment
        and Funding of Collateral Account.

       

      (a)  If
        the Commitment
        terminates pursuant to a notice given by the Borrower under Section
        2.06(b)
        or as a result of
        an Event of Default pursuant to Article
        6
        prior to the Maturity Date or the Borrower is required to Cash Collateralize
        the
        Outstanding Undrawn Face Amount pursuant to Section
        2.08(d),
        then on such date
        on which the Commitment terminates or the requirement to Cash Collateralize
        arises the Borrower shall deposit cash in an amount equal to the Outstanding
        Undrawn Face Amount as of such day in an account (the “Collateral
        Account”)
        opened in the
        name of the Borrower with the Account Bank pursuant to the Deposit Account
        Control Agreement for the benefit of the Lenders and the Issuing Bank. The
        Collateral Agent shall have exclusive control of the Collateral Account and
        the
        sole right of withdrawal. The Borrower, in order to secure the full and punctual
        payment, performance and discharge of all of the Secured Obligations,
        irrevocably grants to the Collateral Agent for the benefit of the Secured
        Parties a continuing security interest in all of the Borrower’s right, title and
        interest in, under and to the Collateral Account and all amounts credited
        at any
        time to the Collateral Account, the Securities Account, the financial assets
        credited thereto and the security entitlements (as such terms are defined
        in the
        UCC) in respect thereof, all Permitted Investments in which funds are invested
        pursuant to Section
        2.17(b)
        and all proceeds
        of any of the foregoing (collectively, the “Collateral”).
        Each of the
        Secured Parties shall have all the rights of a secured party under the UCC
        (whether or not in effect in the jurisdiction where such rights are exercised)
        with respect to the Collateral. The Borrower agrees, from time to time at
        its
        expense, to execute, deliver, file and record any statement, assignment,
        instrument, document, agreement or other paper and take any other action
        (including any filing of financing or continuation statements under the UCC)
        that from time to time may be necessary or desirable, or that the Collateral
        Agent may request, in order to create, preserve, perfect, confirm or validate
        the Collateral Agent’s security interests in the Collateral for the benefit of
        the Secured Parties.

       

      (b)  At
        the direction of
        the Collateral Agent acting on instructions of the Required Lenders, amounts
        on
        deposit in the Collateral Account from time to time shall be withdrawn by
        the
        Account Bank and invested in Permitted Investments that constitute financial
        assets under the Securities Account Control Agreement and the UCC and are
        delivered to the Securities Intermediary for credit to the Securities Account.
        In the absence of such written direction, the Collateral Agent shall invest
        such
        amounts in such Permitted Investments selected by it and shall not be liable
        for
        the performance of such investments. The Collateral Agent shall also deposit
        in
        the Collateral Account funds received by it from time to time from the Borrower
        or other Persons for deposit in the Collateral Account. The only permitted
        withdrawals from the Collateral Account shall be in accordance with the terms
        of
        this Section.

       

      (c)  Amounts
        held in the
        Collateral Account shall be applied by the Collateral Agent in the following
        manner for the following purposes:

       

      (1)  as
        provided in
        clauses FIRST through FIFTH, inclusive, of Section
        2.18
        in that order;

       

      (2)  promptly
        following
        the expiration of an outstanding Letter of Credit, to the Borrower (or such
        other Person as may be lawfully entitled thereto) in an amount equal to the
        undrawn face amount of such Letter of Credit at its expiration; and

       

      (3)  on
        the Final
        Payment Date, amounts remaining in the Collateral Account (if any) shall
        be
        applied to repay other obligations of the Borrower hereunder and under the
        other
        Loan Documents or remitted to the Borrower (or such other Person as may be
        lawfully entitled thereto);

       

      provided
        that
        (x) the
        Collateral Agent, upon the written direction of the Required Lenders, shall
        remit the whole amount on deposit in the Collateral Account to the Lenders
        in
        accordance with their respective Facility Exposure Percentages and (y) upon
        request by the Borrower or the Collateral Agent, each Lender shall remit
        back to
        the Collateral Agent, to be deposited into the Collateral Account, the amount
        received by such Lender pursuant to clause (x) to the extent such Lender is
        not entitled to receive and retain such amount under clauses (1)
        through
(3),
        inclusive,
        above.

       

      Section
        2.18  .
        Allocation
        of
        Payments after the Occurrence of the Assignment Date. Notwithstanding
        any
        other provisions of this Agreement, after the occurrence of the Assignment
        Date,
        all amounts collected or received by the Administrative Agent on account
        of
        amounts outstanding under any of the Loan Documents shall be paid over or
        delivered as follows:

       

      FIRST,
        to the
        payment of all reasonable out-of-pocket costs and expenses (including reasonable
        outside attorneys’ fees) of the Agents and the Lenders in connection with
        enforcing their rights under the Loan Documents;

       

      SECOND,
        to payment
        of all other fees, expenses, indemnities, reimbursements and other amounts
        owed
        to each Agent;

       

      THIRD,
        to payment
        to the Issuing Bank of all amounts owed to it pursuant to Section
        2.09(b)
        and to the Initial
        Lender and the Issuing Bank of all expenses and indemnities owed to them
        hereunder;

       

      FOURTH,
        to the
        payment of the accrued and unpaid Facility Fee and accrued interest on the
        Loans, the Reimbursement Obligations and the Collateral Account Funding
        Obligation;

       

      FIFTH,
        to the
        payment of the outstanding principal amount of the Loans and Reimbursement
        Obligations;

       

      SIXTH,
        to the
        payment of the unpaid portion of the then Collateral Account Funding Obligation
        for deposit in the Collateral Account until the amount on deposit therein
        is
        equal to the Outstanding Undrawn Face Amount; and

       

      SEVENTH,
        on the
        Final Payment Date, the payment of the surplus, if any, to whoever may be
        lawfully entitled to receive such surplus.

       

      In
        carrying out the foregoing, (a)
        amounts received
        shall be applied to the category provided in the numerical order specified
        above
        until exhausted prior to application to the next succeeding category and
        (b)
        amounts payable to
        the Lenders shall be paid pro
        rata
based
        on each
        Lender’s Facility Exposure Percentage.

       

       

      ARTICLE
        3

      Conditions

       

      Section
        3.01  .
        Effective
        Date; Conditions to Initial Credit Event. This
        Agreement and
        the other Loan Documents, and the obligations of the Initial Lender to make
        Loans hereunder and of the Issuing Bank to issue Letters of Credit hereunder,
        shall not become effective until the date (the “Effective
        Date”)
        on which each of
        the following conditions is satisfied (or waived in accordance with Section
        8.02):

       

      (a)  This
        Agreement and
        each other Loan Document to be executed and delivered on or before the Effective
        Date shall have been executed by each party thereto, and each of the
        Administrative Agent (or its counsel) and the Borrower (or its counsel) shall
        have received from each party hereto and thereto either (i)
        a counterpart of
        this Agreement and each such other Loan Document, signed on behalf of each
        party
        thereto or (ii)
        written evidence
        satisfactory to the Administrative Agent (which may include telecopy
        transmission of a signed signature page of this Agreement or such other Loan
        Document) that such party has signed a counterpart hereof or thereof.

       

      (b)  The
        Administrative
        Agent shall have received the following in form and substance satisfactory
        to
        the Administrative Agent and in sufficient copies for each Lender:

       

      (i)  true
        and correct
        copies of the resolutions of the Board of Directors (or a committee thereof)
        of
        the Borrower, certified as to authenticity by the Secretary or an Assistant
        Secretary of the Borrower, approving the borrowings contemplated hereby and
        authorizing the execution of this Agreement and the other Loan Documents
        to
        which the Borrower is a party and of all documents evidencing other required
        corporate action of the Borrower and required governmental approvals, if
        any,
        with respect to this Agreement and the other Loan Documents;

       

      (ii)  a
        certificate of
        the Secretary or an Assistant Secretary of the Borrower certifying the names
        and
        true signatures of each of its officers authorized to sign any Loan Document
        to
        which it is a party and any other documents to be delivered by it hereunder
        or
        thereunder;

       

      (iii)  true
        and correct
        copies of the corporate organizational or formation documents of the Borrower,
        certified as to the receipt and filing of public record thereof by the
        appropriate filing officer (or the office thereof) to the extent such documents
        are required by law to be on file in the State of Delaware, and further
        certified as to authenticity and completeness by the Secretary or an Assistant
        Secretary of the Borrower;

       

      (iv)  copies
        of
        certificates dated as of a recent date from the Secretary of State of the
        State
        of Delaware evidencing the good standing of the Borrower;

       

      (v)  written
        opinions of
(A)
        Andrews
        Kurth LLP, special New York counsel for the Borrower, substantially in the
        form of Exhibit E-1, and (B)
        the General
        Counsel or Associate General Counsel of the Borrower, substantially in the
        form
        of Exhibit E-2 (and the Borrower hereby requests such counsel to deliver
        such opinions);

       

      (vi)  a
        letter from the
        Process Agent, in substantially the form of Exhibit F, agreeing to act as
        Process Agent for the Borrower and to forward forthwith all process received
        by
        it to the Borrower; and

       

      (vii)  a
        certificate,
        dated the Effective Date and signed by the President, a Vice President or
        a
        Financial Officer of the Borrower, confirming compliance with the conditions
        set
        forth in clause (b)
        of Section
        3.02;

       

      (c)  The
        Initial Hedging
        Arrangement in form reasonably satisfactory to the Initial Lender and the
        Issuing Bank shall be in full force and effect.

       

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

       

      (e)  The
        Deposit Account
        Control Agreement and the Securities Account Control Agreement shall have
        been
        duly executed and delivered by all the parties thereto and shall be in full
        force and effect.

       

      (f)  The
        Administrative
        Agent shall have received (i) the
        audited
        consolidated financial statements of the Borrower and its consolidated
        Subsidiaries for the fiscal year ended December 31, 2005 and (ii)
        the unaudited
        consolidated financial statements of the Borrower and its consolidated
        Subsidiaries for the fiscal quarter ended March 31, 2006.

       

      The
        Administrative
        Agent shall notify the Borrower, the Initial Lender and the Issuing Bank
        of the
        Effective Date and the satisfaction (or waiver in accordance with Section
        8.02)
        of the conditions set forth in this Section
        3.01,
        and such notice shall be conclusive and binding. Notwithstanding the foregoing,
        the obligations of the Initial Lender to make Loans and of the Issuing Bank
        to
        issue Letters of Credit hereunder shall not become effective unless each
        of the
        foregoing conditions is satisfied (or waived in accordance with Section
        8.02)
        at or prior to 3:00 p.m., New York City time, on July 26, 2006 (and,
        in the event such conditions are not so satisfied or waived, the Commitment
        shall terminate at such time).

       

      Section
        3.02  .
        Each Credit
        Event. The
        obligation of
        the Initial Lender to make a requested Loan (excluding any conversion of
        an
        existing Eurodollar Loan to an ABR Loan but including the Loans to be made
        on
        the Effective Date), and the obligation of the Issuing Bank to issue a requested
        Letter of Credit or to renew, extend, amend or increase the face amount of
        an
        outstanding Letter of Credit (each, a “Credit
        Event”),
        is subject to
        the satisfaction of the following conditions:

       

      (a)  the
        Effective Date
        shall have occurred; 

       

      (b)  immediately
        before
        and immediately after giving effect thereto and to the application of the
        proceeds therefrom, no event has occurred and is continuing that constitutes
        (i) a Default under clauses (a),
(b),
(c)
        (with respect to
Section
        5.01)
        or (d)
        of Article
        6
        or
        (ii) an Event of Default; and

       

      (c)  the
        Availability
        Period shall not have ended;

       

      provided
        that, with respect
        to an outstanding Letter of Credit of the type described in Section
        2.04(c)(ii)(y),
        the time of
        the Credit Event consisting of the extension of such Letter of Credit shall
        be
        deemed to be the tenth Business Day prior to the date specified in such Letter
        of Credit by which the Issuing Bank must have notified the beneficiary that
        the
        conditions to such extension are not met in order to prevent an automatic
        extension.

       

      Each
        Credit Event
        shall be deemed to constitute a representation and warranty by the Borrower
        on
        the date thereof as to the matters specified in clause (b)
        of this
        Section.

       

       

      ARTICLE
        4

      Representations
        and
        Warranties

       

      The
        Borrower with
        respect to itself and its Subsidiaries represents and warrants as of the
        Effective Date to the Administrative Agent, the Collateral Agent, the Issuing
        Bank and each Lender that:

       

      Section
        4.01  .
        Organization;
        Power. The
        Borrower has
        been duly incorporated and is an existing corporation in good standing under
        the
        laws of the State of Delaware, with the corporate power and authority to
        own its
        properties and conduct its business as now conducted, and each of the Borrower
        and its Restricted Subsidiaries is duly qualified to transact business as
        a
        foreign corporation, limited liability company or limited partnership in
        good
        standing in all other jurisdictions in which the conduct of its business
        requires such qualification, except to the extent that the failure to be
        so
        qualified would not have a Material Adverse Effect.

       

      Section
        4.02  .
        Equity
        Interests in Subsidiaries. The
        outstanding
        equity interests of each of the Borrower’s Restricted Subsidiaries have been
        duly authorized and validly issued, are fully paid and non-assessable and
        are
        owned by the Borrower or another Subsidiary of the Borrower free and clear
        of
        all liens, claims or adverse interests of any nature except for the Liens
        contemplated by the Existing Credit Agreement that secure the Borrower’s
        obligations thereunder.

       

      Section
        4.03  .
        Authorization. This
        Agreement and
        each of the other Loan Documents to which the Borrower is a party has been
        duly
        authorized, executed and delivered by the Borrower and constitutes a valid
        and
        binding agreement of the Borrower, enforceable against the Borrower in
        accordance with its terms, except to the extent that enforcement thereof
        may be
        limited by (a)
        the effects of
        bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
        and
        other similar laws relating to or affecting creditors’ rights generally and
(b)
        general equitable
        principles (whether considered in a proceeding in equity or at
        law).

       

      Section
        4.04  .
        Financial
        Information. The
        financial
        statements of the Borrower delivered to the Lenders present fairly in all
        material respects the consolidated financial position of the Borrower and
        its
        consolidated Subsidiaries as of the dates shown and their results of operations
        and cash flows for the periods shown and, except as otherwise disclosed therein,
        such consolidated financial statements have been prepared in conformity with
        GAAP applied on a consistent basis.

       

      Section
        4.05  .
        Auditors.
PricewaterhouseCoopers LLP,
        who have certified certain financial statements of the Borrower and its
        Subsidiaries delivered to the Lenders, are independent public accountants
        as
        required by the Securities Act and the applicable rules and regulations
        thereunder.

       

      Section
        4.06  .
        Litigation.
Except
        as disclosed
        on Schedule 4.06, there are no pending legal or governmental actions, suits
        or
        proceedings against or affecting the Borrower, any of its subsidiaries or
        any of
        their respective properties that, if determined adversely to the Borrower
        or any
        of its Restricted Subsidiaries would, individually or in the aggregate, have
        a
        Material Adverse Effect, or would materially and adversely affect the ability
        of
        the Borrower to perform its obligations under this Agreement and any other
        Loan
        Document to which it is a party; and no such actions, suits or proceedings
        are,
        to the Borrower’s knowledge, threatened or contemplated.

       

      Section
        4.07  .
        Properties.
Except
        as disclosed
        on Schedule 4.07, the Borrower and its Restricted Subsidiaries have good
        and indefeasible title to all real properties and all other properties and
        assets owned by them, in each case free from liens, encumbrances and defects
        that would materially affect the value thereof or materially interfere with
        the
        use made or to be made thereof by them; and, except as disclosed on
        Schedule 4.07, the Borrower and its Restricted Subsidiaries hold any leased
        real or personal property under valid and enforceable leases with no exceptions
        that would materially interfere with the use made or to be made thereof by
        them.

       

      Section
        4.08  .
        Material
        Adverse Change. Except
        as disclosed
        on Schedule 4.08, since the date of the latest audited financial statements
        delivered by the Borrower, there has been no material adverse change, or
        any
        development or event involving a prospective material adverse change, in
        the
        financial condition, business, properties or results of operations of the
        Borrower and its Subsidiaries, taken as a whole.

       

      Section
        4.09  .
        Organizational Documents. Neither
        the
        Borrower nor any of its Restricted Subsidiaries is or, with the giving of
        notice
        or lapse of time or both, will be, (a)
        in violation of
        its charter, bylaws or similar organizational documents or (b)
        in default in the
        performance of any obligation, agreement, covenant or condition contained
        in any
        indenture, mortgage, lease or other agreement or instrument that is material
        to
        the Borrower and its subsidiaries, taken as a whole, or to which the Borrower
        or
        any Restricted Subsidiary or their respective properties are bound
        (collectively, “Contracts”),
        except for any
        such defaults as would not, individually or in the aggregate, have a Material
        Adverse Effect, or (c)
        in default in the
        performance of any obligation, agreement, covenant or condition contained
        in the
        Amended and Restated Credit Agreement dated as of November 23, 2004 (the
“Existing
        Credit Agreement”)
        among the
        Borrower, its Affiliates party thereto, the lenders party thereto and the
        agents
        party thereto.

       

      Section
        4.10  .
        No Violation.
The
        execution,
        delivery and performance by the Borrower of this Agreement and the Loan
        Documents to which it is a party and the consummation of the transactions
        contemplated thereby, do not and will not result in a breach or violation
        of any
        of the terms or provisions of, or constitute a default under (a)
        any statute, rule,
        regulation or order of any Governmental Authority having jurisdiction over
        the
        Borrower or any Restricted Subsidiary or any of their properties, (b)
        any Contract,
(c)
        the Existing
        Credit Agreement or (d)
        the charter,
        bylaws or similar organizational documents of the Borrower or any such
        Restricted Subsidiary, except in the case of the foregoing
        clauses (a)
        and (b)
        for any such
        breaches or violations as would not, individually or in the aggregate, have
        a
        Material Adverse Effect or adversely affect the Transactions or any other
        Loan
        Document to which it is a party in any material respect.

       

      Section
        4.11  .
        Permits Etc.
The
        Borrower and
        each of its Restricted Subsidiaries hold all material licenses, certificates
        and
        permits from Governmental Authorities which are necessary to the conduct
        of
        their businesses, except as would not, individually or in the aggregate,
        have a
        Material Adverse Effect.

       

      Section
        4.12  .
        Consents.
No
        consent,
        approval, authorization or order of, or filing or registration or qualification
        of or with, any Governmental Authority is required for the execution, delivery
        and performance by the Borrower of this Agreement or any other Loan Document
        to
        which it is a party and the consummation of the Transactions.

       

      Section
        4.13  .
        Investment
        Company Act. The
        Borrower is not
        an “investment company” required to be registered under the Investment Company
        Act of 1940, as amended.

       

      Section
        4.14  .
        Certain
        Regulatory Matters. Except
        as disclosed
        on Schedule 4.14, the Borrower is not aware of any (a)
        failure on its
        part to maintain effective disclosure controls and procedures and internal
        control over financial reporting, each as defined in Rule 13a-15 under the
        Exchange Act, (b)
        material weakness
        (as described in Auditing Standard No. 2 promulgated by the Public Company
        Accounting Oversight Board) in the Borrower’s internal control over financial
        reporting (regardless of whether remediated) or (c)
        change in the
        Borrower’s internal control over financial reporting that has materially
        adversely affected, or is reasonably likely to materially adversely affect,
        the
        Borrower’s internal control over financial reporting.

       

      Section
        4.15  .
        Environmental
        Laws. Except
        as disclosed
        on Schedule 4.15, neither the Borrower nor any of its Subsidiaries is in
        violation of any Environmental Laws, owns or operates or, to the knowledge
        of
        the Borrower, previously owned or operated any real property contaminated
        with
        any substance that is subject to any Environmental Laws, or is liable for
        any
        off-site disposal or contamination pursuant to any Environmental Laws, except
        for any such violations, contaminations, liabilities or claims as would not,
        individually or in the aggregate, have a Material Adverse Effect.

       

      Section
        4.16  .
        Insurance.
The
        Borrower and
        each of its Restricted Subsidiaries carry, or are covered by, insurance in
        such
        amounts and covering such risks as is adequate for the conduct of their
        respective businesses and the value of their respective properties and as
        is
        customary for companies engaged in similar businesses, except as would not,
        individually or in the aggregate, have a Material Adverse Effect.

       

      Section
        4.17  .
        Business
        Relationships. There
        are no
        business relationships or related-party transactions involving the Borrower
        or
        any of its Subsidiaries or any other person required to be described by the
        Borrower in its Annual Report on Form 10-K for the year ended
        December 31, 2005 pursuant to Item 404 of Regulation S-K under
        the Securities Act which have not been described as required.

       

      Section
        4.18  .
        Sarbanes
        Oxley Act. The
        Borrower is in
        compliance in all material respects with Section 402 of the Sarbanes-Oxley
        Act of 2002 as it relates to loans and has made all certifications required
        to
        be made pursuant to Section 302 and Section 906 of such
        Act.

       

      Section
        4.19  .
        Corporate
        Authorizations. The
        Borrower has
        all requisite corporate power and authority to execute and deliver this
        Agreement and each other Loan Document to which it is a party to perform
        its
        obligations hereunder and thereunder. The Borrower has duly taken all necessary
        corporate action to authorize and the execution, delivery and performance
        of
        this Agreement and each other Loan Document to which it is a party.

       

      Section
        4.20  .
        Exchange Act
        Compliance. The
        Borrower is
        subject to and in compliance in all material respects with the reporting
        requirements of Section 13 of the Exchange Act.

       

      All
        representations
        and warranties made by the Borrower herein, and in any other Loan Document
        delivered pursuant hereto, shall survive the making of each Loan, the issuance
        of each Letter of Credit and the execution and delivery by the Borrower of
        such
        Loan Documents.

       

       

      ARTICLE
        5

      Covenants

       

      Until
        the Final
        Payment Date shall have occurred, unless the Required Lenders shall otherwise
        consent in writing:

       

      Section
        5.01  .
        Borrower May
        Consolidate, Etc., Only on Certain Terms.

       

      (a)  The
        Borrower shall
        not consolidate with or merge into any other Person or sell, lease or transfer
        its properties and assets as, or substantially as, an entirety to, any Person,
        unless:

       

      (i)  (A) in
        the
        case of a merger, the Borrower is the surviving entity, or (B) the
        Person
        formed by such consolidation or into which the Borrower is merged or the
        Person
        which acquires by sale or transfer, or which leases, the properties and assets
        of the Borrower as, or substantially as, an entirety shall expressly assume,
        by
        an instrument in writing executed and delivered to the Administrative Agent,
        in
        form reasonably satisfactory to the Administrative Agent, the due and punctual
        payment of the principal of and interest on all the Loans, all other amounts
        payable hereunder or under the Notes and the performance or observance of
        every
        covenant and condition of this Agreement on the part of the Borrower to be
        performed or observed;

       

      (ii)  immediately
        after
        giving effect to such transaction, no Default exists; and

       

      (iii)  the
        Borrower has
        delivered to the Administrative Agent an Officer’s Certificate and an Opinion of
        Counsel, each stating that such consolidation, merger, sale, transfer or
        lease
        and the instruments required in connection with such transaction comply with
        this Article and that all conditions precedent herein provided for relating
        to
        such transaction have been complied with.

       

      (b)  Upon
        any
        consolidation of the Borrower with, or merger of the Borrower into, any other
        Person or any sale, transfer or lease of the properties and assets of the
        Borrower as, or substantially as, an entirety in accordance with
        subsection (a)
        of this Section,
        the successor Person formed by such consolidation or into which the Borrower
        is
        merged or to which such sale, transfer or lease is made shall succeed to,
        and be
        substituted for, and may exercise every right and power of, the Borrower
        under
        this Agreement with the same effect as if such successor Person had been
        named
        originally as the Borrower herein, and thereafter, except in the case of
        a
        lease, the predecessor Person shall be relieved of all obligations and covenants
        under this Agreement and the other Loan Documents.

       

      Section
        5.02  .
        Payment of
        Principal and Interest. The
        Borrower
        covenants and agrees for the benefit of the Lenders, the Issuing Bank and
        the
        Agents that it will duly and punctually pay the principal of and interest
        on the
        Loans and all other amounts payable hereunder or under the Notes in accordance
        with the terms of this Agreement.

       

      Section
        5.03  .
        Statement by
        an Officer as to Default. The
        Borrower will
        deliver to the Administrative Agent, within 150 days after the end of each
        fiscal year of the Borrower ending after the date hereof, an Officer’s
        Certificate, stating whether or not to the best knowledge of the signer thereof
        the Borrower is in default in the performance and observance of any of the
        terms, provisions and conditions of this Agreement (without regard to any
        period
        of grace or requirement of notice provided hereunder) and, if the Borrower
        shall
        be in default, specifying all such defaults and the nature and status thereof
        of
        which the signer may have knowledge.

       

      Section
        5.04  .
        Existence.
Subject
        to
Section
        5.01,
        the Borrower will do or cause to be done all things necessary to preserve
        and
        keep in full force and effect its existence, rights (charter and statutory)
        and
        franchises; provided
        that the Borrower
        shall not be required to preserve any such right or franchise if it shall
        determine that the preservation thereof is no longer desirable in the conduct
        of
        the business of the Borrower.

       

      Section
        5.05  .
        Limitations
        on Liens. The
        Borrower will
        not, nor will it permit any Restricted Subsidiary to, create, assume, incur
        or
        suffer to exist any Lien upon any Principal Property, whether owned or leased
        on
        the date of this Agreement or thereafter acquired, to secure any Debt of
        the
        Borrower or any other Person (other than the Secured Obligations), without
        in
        any such case making effective provision whereby all of the Secured Obligations
        shall be secured equally and ratably with, or prior to, such Debt so long
        as
        such Debt shall be so secured. This restriction shall not apply to:

       

      (a)  any
        Lien upon any
        property or assets of the Borrower or any Restricted Subsidiary in existence
        on
        the date of this Agreement or created pursuant to an “after-acquired property”
clause or similar term in existence on the date of this Agreement or any
        mortgage, pledge agreement, security agreement or other similar instrument
        in
        existence on the date of this Agreement;

       

      (b)  any
        Lien upon any
        property or assets created at the time of acquisition of such property or
        assets
        by the Borrower or any Restricted Subsidiary or within one year after such
        time
        to secure all or a portion of the purchase price for such property or assets
        or
        Debt incurred to finance such purchase price, whether such Debt was incurred
        prior to, at the time of or within one year of such acquisition;

       

      (c)  any
        Lien upon any
        property or assets existing thereon at the time of the acquisition thereof
        by
        the Borrower or any Restricted Subsidiary (whether or not the obligations
        secured thereby are assumed by the Borrower or any Restricted
        Subsidiary);

       

      (d)  any
        Lien upon any
        property or assets of a Person existing thereon at the time such Person becomes
        a Restricted Subsidiary by acquisition, merger or otherwise;

       

      (e)  the
        assumption by
        the Borrower or any Restricted Subsidiary of obligations secured by any Lien
        existing at the time of the acquisition by the Borrower or any Restricted
        Subsidiary of the property or assets subject to such Lien or at the time
        of the
        acquisition of the Person which owns such property or assets;

       

      (f)  any
        Lien on
        property to secure all or part of the cost of construction or improvements
        thereon or to secure Debt incurred prior to, at the time of, or within one
        year
        after completion of such construction or making of such improvements, to
        provide
        funds for any such purpose;

       

      (g)  any
        Lien on any
        oil, gas, mineral and processing and other plant properties to secure the
        payment of costs, expenses or liabilities incurred under any lease or grant
        or
        operating or other similar agreement in connection with or incident to the
        exploration, development, maintenance or operation of such
        properties;

       

      (h)  any
        Lien arising
        from or in connection with a conveyance by the Borrower or any Restricted
        Subsidiary of any production payment with respect to oil, gas, natural gas,
        carbon dioxide, sulphur, helium, coal, metals, minerals, steam, timber or
        other
        natural resources;

       

      (i)  any
        Lien in favor
        of the Borrower or any Restricted Subsidiary;

       

      (j)  any
        Lien created or
        assumed by the Borrower or any Restricted Subsidiary in connection with the
        issuance of Debt the interest on which is excludable from gross income of
        the
        holder of such Debt pursuant to the Internal Revenue Code of 1986, as amended,
        or any successor statute, for the purpose of financing, in whole or in part,
        the
        acquisition or construction of property or assets to be used by the Borrower
        or
        any Subsidiary;

       

      (k)  any
        Lien upon
        property or assets of any foreign Restricted Subsidiary to secure Debt of
        that
        foreign Restricted Subsidiary;

       

      (l)  Permitted
        Liens;

       

      (m)  any
        Lien upon any
        additions, improvements, replacements, repairs, fixtures, appurtenances or
        component parts thereof attaching to or required to be attached to property
        or
        assets pursuant to the terms of any mortgage, pledge agreement, security
        agreement or other similar instrument, creating a Lien upon such property
        or
        assets permitted by clauses (a)
        through
(l),
        inclusive, of
        this Section; or

       

      (n)  any
        extension,
        renewal, refinancing, refunding or replacement (or successive extensions,
        renewals, refinancings, refundings or replacements) of any Lien, in whole
        or in
        part, that is referred to in clauses (a)
        through
(m),
        inclusive, of
        this Section, or of any Debt secured thereby; provided
        that the principal
        amount of Debt secured thereby shall not exceed the greater of the principal
        amount of Debt so secured at the time of such extension, renewal, refinancing,
        refunding or replacement and the original principal amount of Debt so secured
        (plus in each case the aggregate amount of premiums, other payments, costs
        and
        expenses required to be paid or incurred in connection with such extension,
        renewal, refinancing, refunding or replacement); provided,
        further, that
        such
        extension, renewal, refinancing, refunding or replacement shall be limited
        to
        all or a part of the property (including improvements, alterations and repairs
        on such property) subject to the encumbrance so extended, renewed, refinanced,
        refunded or replaced (plus improvements, alterations and repairs on such
        property).

       

      Notwithstanding
        the
        foregoing provisions of this Section, the Borrower may, and may permit any
        Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien
        upon
        any Principal Property to secure any Debt of the Borrower or any other Person
        (other than the Secured Obligations) that is not excepted by
        clauses (a)
        through
(n),
        inclusive, of
        this Section without securing the Secured Obligations, provided that the
        aggregate principal amount of all Debt then outstanding secured by such Lien
        and
        all similar Liens, together with all net sale proceeds from Sale-Leaseback
        Transactions (excluding Sale-Leaseback Transactions permitted by
        clauses (a)
        through
(d),
        inclusive, of
Section
        5.06),
        does not exceed 15% of Consolidated Net Tangible Assets.

       

      Section
        5.06  .
        Restriction
        of Sale-leaseback Transaction.

       

      The
        Borrower will
        not, nor will it permit any Restricted Subsidiary to, engage in a Sale-Leaseback
        Transaction unless:

       

      (a)  such
        Sale-Leaseback
        Transaction occurs within one year from the date of acquisition of the Principal
        Property subject thereto or the date of the completion of construction or
        commencement of full operations on such Principal Property, whichever is
        later;

       

      (b)  the
        Sale-Leaseback
        Transaction involves a lease for a period, including renewals, of not more
        than
        three years;

       

      (c)  the
        Borrower or
        such Restricted Subsidiary would be entitled to incur Debt secured by a Lien
        on
        the Principal Property subject thereto in a principal amount equal to or
        exceeding the net sale proceeds from such Sale-Leaseback Transaction without
        securing the Secured Obligations; or

       

      (d)  the
        Borrower or
        such Restricted Subsidiary, within a one-year period after such Sale-Leaseback
        Transaction, applies or causes to be applied an amount not less than the
        net
        sale proceeds from such Sale-Leaseback Transaction to (A) the
        repayment, redemption or retirement of Funded Debt of the Borrower or any
        Subsidiary, or (B) investment
        in
        another Principal Property.

       

      Notwithstanding
        the
        foregoing provisions of this Section, the Borrower may, and may permit any
        Restricted Subsidiary to, effect any Sale-Leaseback Transaction that is not
        excepted by clauses (a)
        through
(d),
        inclusive, of
        this Section, provided that the net sale proceeds from such Sale-Leaseback
        Transaction, together with the aggregate principal amount of then outstanding
        Debt (other than the Secured Obligations) secured by Liens upon Principal
        Properties not excepted by clauses (a)
        through
(n),
        inclusive, of
Section
        5.05,
        do not exceed 15% of the Consolidated Net Tangible Assets.

       

      Section
        5.07  .
        Validity of
        Agreements. The
        Borrower will
        ensure that no material provision of any Loan Document shall cease, for any
        reason, to be valid and binding upon or enforceable against the Borrower
        and
        will not so assert in writing.

       

       

      ARTICLE
        6

      Events
        of
        Default

       

      If
        any of the following events (“Events
        of
        Default”)
        shall occur and
        be continuing:

       

      (a)  default
        in the
        payment of any interest on any Loan or Reimbursement Obligation or any other
        amount (other than principal of any Loan or any Reimbursement Obligation)
        payable hereunder when due and such default continues for a period of
        30 days; or

       

      (b)  default
        in the
        payment of the principal of any Loan or Reimbursement Obligation when due;
        or

       

      (c)  default
        in the
        performance, or breach, of any term, covenant or warranty of the Borrower
        in
        this Agreement (other than a term, covenant or warranty a default in whose
        performance or whose breach is specifically dealt with in
        paragraph (a)
        or (b)
        above), and such
        default or breach continues for a period of 60 days after there has been
        given to the Borrower by the Administrative Agent or to the Borrower and
        the
        Administrative Agent by Lenders whose aggregate Facility Exposure Percentages
        are at least 25% of the aggregate Facility Exposure Percentages of all the
        Lenders a written notice specifying such default or breach and requiring
        it to
        be remedied and stating that such notice is a “Notice of Default” hereunder;
        or

       

      (d)  a
        Bankruptcy Event
        occurs;

       

      then,
        and in every
        such event, and at any time thereafter during the continuance of such event,
        the
        Administrative Agent may, and at the request of Lenders whose aggregate Facility
        Exposure Percentages are at least 25% of the aggregate Exposure Percentages
        of
        all the Lenders shall, by notice to the Borrower, declare the principal of
        the
        Loans and the Notes then outstanding, all accrued interest thereon, the
        Collateral Account Funding Obligation and all other amounts payable under
        this
        Agreement to be forthwith due and payable in whole (or in part, in which
        case
        any principal not so declared to be due and payable may thereafter be declared
        to be due and payable), and thereupon the principal of the Loans and Notes
        and
        the Collateral Account Funding Obligation so declared to be due and payable
        together with accrued interest thereon and all fees and other obligations
        of the
        Borrower accrued hereunder, shall become due and payable immediately, without
        presentment, demand, protest or further notice of any kind, all of which
        are
        hereby expressly waived by the Borrower. At any time after such a declaration
        of
        acceleration and before a judgment or decree for payment of the money due
        has
        been obtained by the Administrative Agent or any Lender, the Required Lenders,
        by written notice to the Borrower and the Administrative Agent, may rescind
        and
        annul such declaration and its consequences if (i)
        the Borrower has
        paid (x) all overdue interest on the Loans and Reimbursement Obligations,
        (y) to the extent that payment of such interest is lawful, interest upon
        overdue interest at the rate prescribed herein and (z) all sums paid or
        advanced by the Administrative Agent hereunder and the reasonable compensation,
        expenses, disbursements and advances of the Administrative Agent, its agents
        and
        counsel and (ii)
        all existing
        Events of Default, other than the non-payment of the principal of any Loan
        and
        Reimbursement Obligation and interest thereon that have become due solely
        by
        such declaration of acceleration, have been cured or waived. No such rescission
        shall affect any subsequent Default or impair any right consequent
        thereon.

       

       

      ARTICLE
        7

      The
        Agents

       

      The
        Initial Lender
        and the Issuing Bank hereby appoint each of the Administrative Agent and
        the
        Collateral Agent as their agents and authorize each of the Administrative
        Agent
        and the Collateral Agent to take such actions on their behalf and to exercise
        such powers as are delegated to the Administrative Agent and the Collateral
        Agent by the terms hereof and of the other Loan Documents, together with
        such
        actions and powers as are reasonably incidental thereto.

       

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

       

      No
        Agent shall have any duties or obligations except those expressly set forth
        herein or in any Security Document. Without limiting the generality of the
        foregoing, (a)
        no Agent shall be
        subject to any fiduciary or other implied duties, regardless of whether a
        Default has occurred and is continuing, (b)
        no Agent shall
        have any duty to take any discretionary action or exercise any discretionary
        powers, except discretionary rights and powers expressly contemplated hereby
        that such Agent is required to exercise in writing as directed by the Required
        Lenders (or such other number or percentage of the Lenders as shall be necessary
        under the circumstances as provided in Section
        8.02),
        and (c)
        except as
        expressly set forth herein, no Agent shall have any duty to disclose, or
        shall
        be liable for the failure to disclose, any information relating to the Borrower
        or any of its Subsidiaries that is communicated to or obtained by the bank
        serving as an Agent or any of its Affiliates in any capacity. No Agent shall
        be
        liable for any action taken or not taken by it with the consent or at the
        request of the Required Lenders (or such other number or percentage of the
        Lenders as shall be necessary under the circumstances as provided in
Section
        8.02)
        or in the absence of its own gross negligence or willful misconduct. No Agent
        shall be deemed to have knowledge of any Default unless and until written
        notice
        thereof is given to such Agent by the Borrower or a Lender, and no Agent
        shall
        be responsible for or have any duty to ascertain or inquire into (i)
        any statement,
        warranty or representation made in or in connection with this Agreement,
        (ii)
        the contents of
        any certificate, report or other document delivered hereunder or in connection
        herewith, (iii)
        the performance or
        observance of any of the covenants, agreements or other terms or conditions
        set
        forth herein, (iv)
        the validity,
        enforceability, effectiveness or genuineness of this Agreement or any other
        agreement, instrument or document, or (v)
        the satisfaction
        of any condition set forth in Article
        3
        or
        elsewhere herein, other than to confirm receipt of items expressly required
        to
        be delivered to the Administrative Agent.

       

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

       

      Any
        Agent may
        perform any and all its duties and exercise its rights and powers by or through
        any one or more sub-agents appointed by such Agent, which sub-agents may
        be
        Affiliates of the Administrative Agent. Any Agent and any such sub-agent
        may
        perform any and all its duties and exercise its rights and powers through
        their
        respective Related Parties. The exculpatory provisions of the preceding
        subsections shall apply to any such sub-agent and to the Related Parties
        of any
        Agent and any such sub-agent, and shall apply to their respective activities
        in
        connection with any Hedging Arrangement as well as activities as an
        Agent.

       

      Each
        of the
        Administrative Agent and the Collateral Agent may resign at any time by
        notifying the Lenders, the Issuing Bank and the Borrower and such resignation
        shall be effective at the time specified in such notice (whether or not a
        successor Administrative Agent or Collateral Agent, respectively, has been
        appointed and accepted such appointment at such time) and the retiring Agent
        or
        sub-agent, as the case may be, shall be discharged from its duties and
        obligations hereunder at such time (except that in the case of any collateral
        security held by the Administrative Agent on behalf of the Lenders or the
        Issuing Bank under any of the Loan Documents, the retiring Administrative
        Agent
        shall continue to hold such collateral security until such time as a successor
        Administrative Agent is appointed and has accepted such appointment). Upon
        any
        such resignation, the Required Lenders shall have the right, in consultation
        with the Borrower, to appoint a successor. If no successor shall have been
        so
        appointed by the Required Lenders and shall have accepted such appointment
        within 30 days after the retiring Agent gives notice of its resignation,
        then the retiring Agent may, on behalf of the Lenders and the Issuing Bank,
        appoint a successor Agent which shall be a bank with an office in New York,
        New
        York, or an Affiliate of any such bank. Upon the acceptance of its appointment
        as Administrative Agent or Collateral Agent hereunder by a successor, such
        successor shall succeed to and become vested with all the rights, powers,
        privileges and duties of the retiring Agent. After an Agent’s resignation
        hereunder, the provisions of this Article and Section
        8.03
        shall continue in effect for the benefit of such retiring Agent, its sub-agents
        and their respective Related Parties in respect of any actions taken or omitted
        to be taken by any of them while it was acting as Administrative Agent or
        Collateral Agent, as the case may be.

       

      Notwithstanding
        anything to the contrary herein, any time after the assignment by the Initial
        Lender and the Issuing Bank of all of their interests herein, the Required
        Lenders shall be entitled to replace the Administrative Agent with such other
        financial institution having experience with the duties to be carried out
        by the
        Administrative Agent as specified by the Required Lenders, and from and after
        such replacement, all references herein to the Administrative Agent shall
        be
        references to such financial institution.

       

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

       

       

      ARTICLE
        8

      Miscellaneous

       

      Section
        8.01  .
        Notices.
(a)
        Except in the case
        of notices and other communications expressly permitted to be given by telephone
        (and subject to subsection (b)
        below), all
        notices and other communications provided for herein shall be in writing
        and
        shall be delivered by hand or overnight courier service, mailed by certified
        or
        registered mail or sent by telecopy, as follows:

       

      (i)  if
        to the Borrower,
        to:

       

      El
        Paso Corporation

      El
        Paso Building

      1001
        Louisiana
        Street

      Houston,
        Texas
        77002

      Attention
        of
        Treasurer

      tel:
        713
        420-2708

       

      (ii)  if
        to the
        Administrative Agent, to:

       

      Deutsche
        Bank AG
        New York Branch

      90
        Hudson Street, mail stop JCY05-0511

      Jersey
        City, NJ
        07302

      Attention:
        Jim
        Cullen

      tel:
        201
        593-2180

      fax:
        201
        593-2308

      copy
        to:

       

      Deutsche
        Bank AG
        New York Branch

      60
        Wall Street, mail stop NYC60-4405

      New
        York, NY
        10005

      Attention:
        Marc
        Tarkington

      tel:
        212
        250-6153

      fax.
        212
        797-0070

       

      (iii)  if
        to the
        Collateral Agent, to:

       

      Deutsche
        Bank AG
        New York Branch 

      60
        Wall Street, mail stop NYC60-4405

      New
        York, NY
        10005

      Attention:
        Marc
        Tarkington

      tel:
        212
        250-6153

      fax:
        212
        797-0070

       

      (iv)  if
        to the Issuing
        Bank, to:

       

      Deutsche
        Bank AG
        New York Branch

      60
        Wall Street, mail stop NYC60-3812

      New
        York, NY
        10005

      Attention:
        Joyce
        Shiu

      tel:
        212
        250-1414

       

      fax:
        212
        797-0403

       

      (v)  if
        to the Initial
        Lender, to:

       

      Deutsche
        Bank AG
        New York Branch

      90
        Hudson Street, mail stop JCY05-0511

      Jersey
        City, NJ
        07302

      Attention:
        Jim
        Cullen

      tel:
        201
        593-2180

      fax:
        201
        593-2308

       

      and

       

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

       

      (b)  Notices
        and other
        communications to the Lenders hereunder may be delivered or furnished by
        electronic communications pursuant to procedures approved by the Administrative
        Agent; provided
        that the foregoing
        shall not apply to notices pursuant to Article
        2
        unless otherwise agreed by the Administrative Agent and the applicable Lender.
        The Administrative Agent or the Borrower may, in its discretion, agree to
        accept
        notices and other communications to it hereunder by electronic communications
        pursuant to procedures approved by it; provided
        that approval of
        such procedures may be limited to particular notices or
        communications.

       

      (c)  Any
        party hereto
        may change its address or telecopy number for notices and other communications
        hereunder by notice to the other parties hereto. All notices and other
        communications given to any party hereto in accordance with the provisions
        of
        this Agreement shall be deemed to have been given and effective, if sent
        by mail
        or courier on the date of delivery thereof to the address specified herein
        for
        such notice, or if by telecopier when the answerback is received or if by
        other
        means, on the date of receipt; provided
        that
        a notice given
        by telecopier or electronic communication in accordance with this Section
        but
        received on any day other than a Business Day or after business hours in
        the
        place of receipt will be deemed to be received on the next Business Day in
        that
        place.

       

      Section
        8.02  .
        Waivers;
        Amendments. (a)
        No failure or
        delay by any Agent, the Issuing Bank or any Lender in exercising any right
        or
        power hereunder shall operate as a waiver thereof, nor shall any single or
        partial exercise of any such right or power, or any abandonment or
        discontinuance of steps to enforce such a right or power, preclude any other
        or
        further exercise thereof or the exercise of any other right or power. The
        rights
        and remedies of the Agents, the Issuing Bank and the Lenders hereunder are
        cumulative and are not exclusive of any rights or remedies that they would
        otherwise have. No waiver of any provision of this Agreement or consent to
        any
        departure by the Borrower therefrom shall in any event be effective unless
        the
        same shall be permitted by subsection (b)
        of this Section,
        and then such waiver or consent shall be effective only in the specific instance
        and for the purpose for which given. Without limiting the generality of the
        foregoing, the making of a Loan or issuance of a Letter of Credit shall not
        be
        construed as a waiver of any Default, regardless of whether any Agent, any
        Lender or the Issuing Bank may have had notice or knowledge of such Default
        at
        the time.

       

      (b)  Except
        as expressly
        provided herein or in the applicable Loan Document, no provision of this
        Agreement or any other Loan Document may be waived, amended or modified,
        and no
        consent may be granted with respect to any departure by the Administrative
        Agent, any Lender, the Issuing Bank or the Borrower with respect hereto or
        thereto, except pursuant to an agreement or agreements in writing entered
        into
        by the Borrower and the Required Lenders or by the Borrower and the
        Administrative Agent with the consent of the Required Lenders; provided
        that no such
        waiver, amendment or modification of this Agreement or any other Loan Document,
        and no consent with respect to any departure by the Administrative Agent,
        any
        Lender, the Issuing Bank or the Borrower with respect hereto or thereto,
        shall:

       

      (i)  increase
        the
        Commitment without the written consent of the Initial Lender;

       

      (ii)  reduce
        or forgive
        the principal amount of any Loan or Reimbursement Obligation or the Collateral
        Account Funding Obligation or reduce the rate of interest thereon, or reduce
        any
        fees payable hereunder, without the written consent of each Lender affected
        thereby;

       

      (iii)  postpone
        the
        scheduled date of payment of the principal amount of any Loan or Reimbursement
        Obligation or the Collateral Account Funding Obligation, or any interest
        thereon, or any fees payable hereunder, or reduce the amount of, waive or
        excuse
        any such payment, or postpone the scheduled date of expiration of the
        Commitment, without the written consent of each Lender affected
        thereby;

       

      (iv)  issue
        any Letter of
        Credit with an expiration date, or extend the expiration date of any Letter
        of
        Credit, to a date that is later than the tenth Business Day prior to the
        Maturity Date, without the written consent of each Lender;

       

      (v)  change
Section
        2.15(b)
        or 2.15(c)
        in a manner that
        would alter the pro
        rata
        sharing of
        payments required thereby, without the written consent of each
        Lender;

       

      (vi)  release
        all or
        substantially all of the Collateral, without the written consent of each
        Lender;

       

      (vii)  change
        any of the
        provisions of this Section or the definitions of “Required Lenders” or any other
        provision hereof specifying the number or percentage of Lenders required
        to
        waive, amend or modify any rights hereunder or make any determination or
        grant
        any consent hereunder, without the written consent of each Lender;

       

      provided,
        further, that
        no such
        agreement shall amend, modify or otherwise affect the rights or duties of
        any
        Agent or the Issuing Bank hereunder or under any other Loan Document without
        the
        prior written consent of such Agent or the Issuing Bank, as the case may
        be.
        Any such waiver and any such amendment or modification shall apply equally
        to
        each of the Lenders and shall be binding upon the Borrower, the Lenders,
        the
        Issuing Bank and the Agents. In the case of any waiver, the Borrower, the
        Lenders, the Issuing Bank and the Agents shall be restored to their former
        position and rights hereunder and under the other Loan Documents, and any
        Default waived shall be deemed waived ab
        initio
        and not continuing
        unless such waiver expressly provides otherwise, but no such waiver shall
        extend
        to any subsequent or other Default.

       

      Section
        8.03  .
        Expenses;
        Indemnity; Damage Waiver. (a)
        The Borrower shall
        pay (i) all
        reasonable out-of-pocket expenses incurred by each Agent and its Affiliates,
        including the reasonable fees, charges and disbursements of counsel for each
        Agent, in connection with the preparation and administration of this Agreement
        or any amendments, modifications or waivers of the provisions hereof (whether
        or
        not the transactions contemplated hereby or thereby shall be consummated),
        (ii)
        all reasonable
        out-of-pocket expenses incurred by the Issuing Bank in connection with the
        issuance, amendment, renewal or extension of any Letter of Credit by it or
        any
        LC Disbursement made by the Issuing Bank (unless included in the fees charged
        separately by the Issuing Bank in respect of such Letter of Credit) and
(iii)
        all reasonable
        out-of-pocket expenses incurred by any Agent, the Issuing Bank or any Lender,
        including the fees, charges and disbursements of any counsel for any Agent,
        the
        Issuing Bank, their Affiliates or, during the continuation of any Default,
        any
        Lender, in connection with the enforcement or protection of its rights in
        connection with this Agreement, including its rights under this Section,
        or in
        connection with the Loans made or Letters of Credit issued hereunder, including
        all such out-of-pocket expenses incurred during any workout, restructuring
        or
        negotiations in respect of such Loans or Letters of Credit;
provided
        that costs
        provided for in subsections (a)
        and (b)
        of Section
        2.13
        shall not be reimbursed under this subsection.

       

      (b)  The
        Borrower shall
        indemnify, without duplication, each Agent, the Issuing Bank and each Lender,
        and each Related Party of any of the foregoing Persons (each such Person
        being
        called an “Indemnitee”)
        against, and
        hold each Indemnitee harmless from, any and all losses, claims, damages,
        liabilities and related expenses, including the fees, charges and disbursements
        of any counsel for any Indemnitee, incurred by or asserted against any
        Indemnitee arising out of, in connection with, or as a result of, any of
        the
        following:

       

      (i)  the
        execution or
        delivery of this Agreement or any agreement or instrument contemplated hereby
        (except the Hedging Arrangement), the performance by the parties hereto of
        their
        respective obligations hereunder or the consummation of the Transactions
        or any
        other transactions contemplated hereby, 

       

      (ii)  any
        Loan or Letter
        of Credit or the use of the proceeds therefrom (including any refusal by
        the
        Issuing Bank to honor a demand for payment under a Letter of Credit issued
        by it
        in accordance with applicable law if the documents presented in connection
        with
        such demand do not strictly comply with the terms of such Letter of Credit),
        

       

      (iii)  any
        actual or
        alleged presence or release of Hazardous Materials on or from any property
        owned
        or operated by the Borrower or any of its Subsidiaries, or any Environmental
        Liability related in any way to the Borrower or any of its Subsidiaries,
        or

       

      (iv)  any
        actual or
        prospective claim, litigation, investigation or proceeding relating to any
        of
        the foregoing, whether based on contract, tort or any other theory and
        regardless of whether any Indemnitee is a party thereto; 

       

      provided
        that such
        indemnity shall not, in any of the foregoing circumstances as to any Indemnitee,
        be available to the extent that such losses, claims, damages, liabilities
        or
        related expenses are determined by a court of competent jurisdiction by final
        and nonappealable judgment to have resulted from or to have been attributable
        to
        the gross negligence or willful misconduct of such Indemnitee or its employees
        or agents.
        The
        indemnification provisions of this subsection are not intended to constitute
        a
        guaranty of payment of any principal, interest, facility or commitment fees
        or
        analogous amounts, under the Loans or any other Secured Obligations;
provided
        that nothing in
        this subsection shall limit the liability of the Borrower for the payment
        of the
        Loans, the Reimbursement Obligations, the Collateral Account Funding Obligation
        or any other Secured Obligations or any other liability that arises under
        this
        Agreement or any other Loan Document.

       

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

       

      (d)  To
        the extent
        permitted by applicable law, the Borrower shall not, and each Indemnitee,
        by its
        acceptance of any right to or benefit of indemnification under this Agreement
        and as a condition to its rights to and benefits of indemnification provided
        for
        herein, agrees that it shall not, assert, and hereby waives, any claim against
        any Indemnitee or the Borrower, respectively, on any theory of liability,
        for
        special, indirect, consequential or punitive damages (as opposed to direct
        or
        actual damages) arising out of, in connection with, or as a result of, this
        Agreement or any agreement or instrument contemplated hereby, the Transactions,
        any Loan or Letter of Credit or the use of the proceeds thereof.

       

      (e)  All
        amounts due
        under this Section shall be payable not later than 30 days after the
        delivery of written demand to the Borrower therefor.

       

      Section
        8.04  .
        Successors
        and Assigns. (a) The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns permitted
        hereby,
        except that (i)
        the Borrower may
        not assign or otherwise transfer any of its rights or obligations hereunder
        in a
        transaction not permitted hereunder without the prior written consent of
        each
        Lender and the Issuing Bank (and any attempted assignment or transfer by
        the
        Borrower without such consent shall be null and void), and (ii)
        no Lender or the
        Issuing Bank may assign or otherwise transfer its rights or obligations
        hereunder except in accordance with this Section. Nothing in this Agreement,
        expressed or implied, shall be construed to confer upon any Person (other
        than
        the parties hereto, their respective successors and assigns permitted hereby,
        Participants (to the extent provided in subsection (e)
        of this Section)
        and, to the extent expressly contemplated hereby, the Related Parties of
        each of
        the Administrative Agent, the Issuing Bank and the Lenders) any legal or
        equitable right, remedy or claim under or by reason of this
        Agreement.

       

      (b)  The
        Borrower and
        the Administrative Agent irrevocably consent to the Initial Lender and the
        Issuing Bank assigning their rights and obligations under this Agreement
        and the
        other Loan Documents (i) in
        connection
        with a sale of all or substantially all of the assets of the Initial Lender
        and
        the Issuing Bank to their successor (if any) as Initial Lender and Issuing
        Bank
        hereunder and (ii) on
        the
        Assignment Date to the Hedge Counterparty pursuant
        to,
        and to the extent
        provided in,
        the
        Hedging
        Arrangement. The Borrower and the Administrative Agent agree that such
        assignment on the Assignment Date to the Hedge Counterparty shall be effective
        pursuant to the terms set forth in the Hedging Arrangement notwithstanding
        the
        failure or delay in satisfying any conditions for such assignment set forth
        therein.
        Upon such
        effectiveness of such assignment, (i) the Hedge Counterparty shall be a party
        hereto and shall have, to the extent of the rights so assigned by the Initial
        Lender and the Issuing Bank, the obligations, rights and benefits of a Lender
        hereunder and (ii) the Initial Lender and the Issuing Bank shall, to the
        extent
        of their rights so assigned, relinquish their rights and be released from
        their
        obligations under this Agreement except that the Initial Lender and the Issuing
        Bank shall continue to be entitled to the benefits of Sections 2.12,
2.13,
2.14
        and 8.03.
        If such
        assignment pursuant to the Hedging Arrangement would violate or contravene
        an
“NOL order” issued in a Bankruptcy Proceeding involving the Borrower or any
        other court order or law or regulation, then the Hedge Counterparty will
        purchase a 100% participation in, instead of taking an assignment of, the
        rights
        and obligations of the Initial Lender and the Issuing Bank under this Agreement
        and the other Loan Documents and the Borrower agrees that, notwithstanding
        the
        provisions of subsections (e)
        and (f)
        of this Section,
        the Hedge Counterparty, as such participant, shall have the same rights and
        obligations hereunder as an assignee of the Initial Lender and the Issuing
        Bank.

       

      (c)  The
        Borrower and
        the Administrative Agent irrevocably consent to the Hedge Counterparty assigning
        all of its rights and obligations under this Agreement and the other Loan
        Documents in accordance with the Hedging Arrangement on the Distribution
        Date to
        the other parties to the Hedging Arrangement. If the Hedge Counterparty takes
        a
        100% participation in the rights and obligations of the Initial Lender and
        the
        Issuing Bank under this Agreement and the other Loan Documents instead of
        an
        assignment as noted in subsection (b)
        of this Section,
        then (i)
        the rights of the
        Hedge Counterparty so assigned will include such participation rights and
        each
        such party shall have a direct participation in the rights and obligations
        of
        the Initial Lender and the Issuing Bank under this Agreement and the other
        Loan
        Documents and (ii)
        the Borrower
        agrees that each such party shall have such a direct participation and,
        notwithstanding the provisions of subsections (e)
        and (f)
        of this Section,
        each such party, as such a participant, shall have the same rights and
        obligations hereunder as an assignee of the Initial Lender and the Issuing
        Bank. 

       

      (d)  (i)
        In addition to the
        assignments described in subsections (b)
        and (c)
        of this Section,
        subject to the conditions set forth in subsection (d)(ii)
        of this
        subsection, any Lender may assign to one or more Eligible Assignees all or
        a
        portion of its rights and obligations under this Agreement (including all
        or a
        portion of its Facility Exposure) with the prior written consent (such consent
        not to be unreasonably withheld or delayed) of:

       

      (A)  the
        Borrower,
provided
        that no consent of
        the Borrower shall be required for an assignment to a Lender, an Affiliate
        of a
        Lender or, if an Event of Default has occurred and is continuing, any other
        assignee; and

       

      (B)  the
        Administrative
        Agent; and

       

      (C)  the
        Issuing
        Bank.

       

      (ii)  Assignments
        shall
        be subject to the following additional conditions: 

       

      (A)  except
        (i) in
        the case of an assignment to a Lender or an Affiliate of a Lender or an
        assignment of the entire remaining amount of the assigning Lender’s Facility
        Exposure or (ii) if each of the Borrower (unless an Event of Default has
        occurred and is continuing) and the Administrative Agent otherwise consent,
        the
        amount of the assigning Lender’s portion of its Facility Exposure subject to
        each such assignment (determined as of the date the Assignment and Assumption
        Agreement with respect to such assignment is delivered to the Administrative
        Agent) shall be $5,000,000;

       

      (B)  each
        partial
        assignment shall be made as an assignment of a proportionate part of the
        assigning Lender’s Facility Exposure;

       

      (C)  the
        parties to each
        assignment shall execute and deliver to the Administrative Agent an Assignment
        and Assumption Agreement, together with a processing and recordation fee
        of
        $3,500; provided
        that such fee
        shall not be payable with respect to the assignments referred to in
        subsections (b)
        and (c)
        of Section
        8.04;
        and

       

      (D)  the
        assignee, if it
        shall not be a Lender, shall deliver to the Administrative Agent an
        Administrative Questionnaire.

       

      (iii)  Subject
        to
        execution and delivery thereof and acceptance and recording thereof pursuant
        to
        subsection (d)(iv)
        of this Section,
        from and after the effective date specified in each Assignment and Assumption
        Agreement the assignee thereunder shall be a party hereto and, to the extent
        of
        the interest in the Facility Exposure assigned by such Assignment and Assumption
        Agreement, have the rights and obligations of a Lender under this Agreement,
        and
        the assigning Lender thereunder shall, to the extent of the interest in the
        Facility Exposure assigned by such Assignment and Assumption Agreement, be
        released from its obligations under this Agreement (and, in the case of an
        Assignment and Assumption Agreement covering all of the assigning Lender’s
        rights and obligations under this Agreement, such Lender shall cease to be
        a
        party hereto but shall continue to be entitled to the benefits of
        Sections 2.12,
2.13,
2.14
        and 8.03).
        Any assignment
        or transfer by a Lender of its Facility Exposure under this Agreement that
        does
        not comply with this Section
        8.04
        shall be treated for purposes of this Agreement as a sale by such Lender
        of a
        participation in its Facility Exposure in accordance with
        subsection (e)
        of this
        Section.

       

      (iv)  The
        Administrative
        Agent, acting solely for this purpose as an agent of the Borrower, shall
        maintain at one of its offices a copy of each Assignment and Assumption
        Agreement delivered to it and a register for the recordation of the names
        and
        addresses of the Lenders, and the interests of each Lender in the Facility
        Exposure pursuant to the terms hereof from time to time (the “Register”).
        The entries in
        the Register as to the identity of the Lenders shall be conclusive, and as
        to
        the other items referred to above shall be conclusive absent manifest error,
        and
        the Borrower, the Administrative Agent, the Issuing Bank and the Lenders
        may
        treat each Person whose name is recorded in the Register pursuant to the
        terms
        hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
        notice to the contrary. The Register shall be available for inspection by
        the
        Borrower, the Issuing Bank and any Lender, at any reasonable time and from
        time
        to time upon reasonable prior notice.

       

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

       

      (e)  Any
        Lender may,
        without the consent of the Borrower, the Administrative Agent, or the Issuing
        Bank, sell participations to one or more banks or other entities (a
“Participant”)
        in all or a
        portion of such Lender’s rights and obligations under this Agreement (including
        all or a portion of its Commitment and the Loans owing to it and Notes held
        by
        it); provided
        that (A)
        such Participant
        is an Eligible Assignee, (B)
        such Lender’s
        obligations under this Agreement shall remain unchanged, (C)
        such Lender shall
        remain the holder of its Notes (if any) for all purposes of this Agreement
        and
        shall remain solely responsible to the other parties hereto for the performance
        of such obligations and (D) the
        Borrower,
        the Administrative Agent, the Issuing Bank and the other Lenders shall continue
        to deal solely and directly with such Lender in connection with such Lender’s
        rights and obligations under this Agreement. Any agreement or instrument
        pursuant to which a Lender sells such a participation shall provide that
        such
        Lender shall retain the sole right to enforce this Agreement and to approve
        any
        amendment, modification or waiver of any provision of this Agreement;
provided
        that such
        agreement or instrument may provide that such Lender will not, without the
        consent of the Participant, agree to any amendment, modification or waiver
        described in the first proviso to Section
        8.02(b)
        that affects such
        Participant. Subject to subsection (d)
        of this Section,
        the Borrower agree that each Participant shall be entitled to the benefits
        of
        Sections 2.12,
2.13
        and 2.14
        with respect to
        its participations hereunder to the same extent as if it were a Lender and
        had
        acquired its interest by assignment pursuant to subsection (d)
        of this Section
        and provided that such Participant shall have complied with any obligation
        in
        respect thereof that it would have had as a Lender. To the extent permitted
        by
        law, each Participant also shall be entitled to the benefits of Section
        8.08
        as though it were a Lender, provided
        such Participant
        agrees to be subject to Section
        2.15(c)
        as though it were
        a Lender.

       

      (f)  A
        Participant shall
        not be entitled to receive any greater payment under Section 2.12
        or 2.14
        than the
        applicable Lender would have been entitled to receive with respect to the
        participation sold to such Participant, unless the sale of the participation
        to
        such Participant is made with the Borrower’s prior written consent. A
        Participant that would be a Foreign Lender if it were a Lender shall not
        be
        entitled to the benefits of Section
        2.14
        unless the Borrower is notified of the participation sold to such Participant
        and such Participant agrees, for the benefit of the Borrower, to comply with
        Section
        2.14(e)
        and (f)
        as though it were
        a Lender.

       

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

       

      Section
        8.05  .
        Survival.
All
        covenants,
        agreements, representations and warranties made by the Borrower herein and
        in
        the certificates or other instruments delivered in connection with or pursuant
        to this Agreement shall be considered to have been relied upon by the other
        parties hereto and shall survive the execution and delivery of this Agreement
        and the making of any Loans and issuance of any Letters of Credit, regardless
        of
        any investigation made by any such other party or on its behalf and
        notwithstanding that the Administrative Agent, the Issuing Bank or any Lender
        may have had notice or knowledge of any Default or incorrect representation
        or
        warranty at the time any credit is extended hereunder, and shall continue
        in
        full force and effect as of the date made, or any date referred to therein,
        as
        applicable, (but without being deemed remade on or as of any subsequent date
        by
        reason of this Section
        8.05)
        as long as the principal of or any accrued interest on any Loan or any fee
        or
        any other amount payable under this Agreement is outstanding and unpaid or
        any
        Letter of Credit is outstanding and so long as the Commitment have not expired
        or terminated. The provisions of Sections 2.12,
2.13,
2.14
        and 8.03
        and Article
        7
        shall survive and remain in full force and effect regardless of the consummation
        of the transactions contemplated hereby, the repayment of the Loans, the
        expiration or termination of the Letters of Credit and the Commitment or
        the
        termination of this Agreement or any provision hereof.

       

      Section
        8.06  .
        Counterparts;
        Integration; Effectiveness. This
        Agreement may
        be executed in counterparts (and by different parties hereto on different
        counterparts), each of which shall constitute an original, but all of which
        when
        taken together shall constitute a single contract. This Agreement and the
        other
        Loan Documents constitute the entire contract among the parties relating
        to the
        subject matter hereof and supersede any and all previous agreements and
        understandings, oral or written, relating to the subject matter hereof. Except
        as provided in Section
        3.01,
        this Agreement shall become effective when it shall have been executed by
        the
        Administrative Agent and when the Administrative Agent shall have received
        counterparts hereof which, when taken together, bear the signatures of each
        of
        the other parties hereto, and thereafter shall be binding upon and inure
        to the
        benefit of the parties hereto and their respective successors and assigns.
        Delivery of an executed counterpart of a signature page of this Agreement
        by
        telecopy shall be effective as delivery of a manually executed counterpart
        of
        this Agreement.

       

      Section
        8.07  .
        Severability.
To
        the fullest
        extent permitted by applicable law any provision of this Agreement held to
        be
        invalid, illegal or unenforceable in any jurisdiction shall, as to such
        jurisdiction, be ineffective to the extent of such invalidity, illegality
        or
        unenforceability without affecting the validity, legality and enforceability
        of
        the remaining provisions hereof; and the invalidity of a particular provision
        in
        a particular jurisdiction shall not invalidate such provision in any other
        jurisdiction.

       

      Section
        8.08  .
        Right of
        Setoff. If
        an Event of
        Default shall have occurred and be continuing, subject to the terms and
        provisions of the Security Documents and the other Loan Documents, each Lender,
        the Issuing Bank and each of their respective Affiliates is hereby authorized
        at
        any time and from time to time, to the fullest extent permitted by law, to
        set
        off and apply any and all deposits (general or special, time or demand,
        provisional or final) at any time held and other obligations at any time
        owing
        by such Lender or Affiliate to or for the credit or the account of the Borrower
        against any of and all the obligations of the Borrower now or hereafter existing
        under this Agreement held by such Lender, irrespective of whether or not
        such
        Lender shall have made any demand under this Agreement and although such
        obligations may be unmatured. The rights of each Lender and the Issuing Bank
        under this Section are in addition to other rights and remedies (including
        other
        rights of setoff) which such Lender or the Issuing Bank may have but are
        subject
        to the terms and provisions of the Security Documents and the other Loan
        Documents.

       

      Section
        8.09  .
        Governing
        Law; Jurisdiction; Consent to Service of Process. (a)
        This Agreement
        shall be construed in accordance with and governed by the law of the State
        of
        New York.

       

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

       

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

       

      (d)  Each
        party to this
        Agreement irrevocably consents to service of process in any action or proceeding
        referred to in Section
        8.09
        by the mailing thereof by certified mail, return receipt requested, addressed
        as
        provided in Section
        8.01(a),
        with a copy
        thereof to the “General Counsel” of such Person at such same address. The
        Borrower also hereby irrevocably appoints CT Corporation System (the
“Process
        Agent”),
        with an office
        on the date hereof at 111 Eighth Avenue, 13th Floor,
        New
        York, New York 10011, as its agent to receive on behalf of the Borrower and
        its property service of copies of the summons and complaint and any other
        process which may be served by any Agent, any Lender, the holder of any Note
        or
        the Issuing Bank in any such action or proceeding in any aforementioned court
        in
        respect of any action or proceeding arising out of or relating to this
        Agreement, the Notes issued pursuant this Agreement and any other Loan Document.
        Such service may be made by delivering a copy of such process to the Borrower
        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
        Borrower’s address specified pursuant to Section
        8.01,
        and the Borrower hereby irrevocably authorizes and directs the Process Agent
        to
        accept such service on its behalf. Nothing in this Agreement will affect
        the
        right of any party to this Agreement to serve process in any other manner
        permitted by law.

       

      Section
        8.10  .
        WAIVER
        OF JURY
        TRIAL.
         EACH
        PARTY HERETO
        HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
        IT
        MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
        ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
        HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
        HERETO
(a)
        CERTIFIES THAT NO
        REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
        OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
        SEEK
        TO ENFORCE THE FOREGOING WAIVER, AND (b)
        ACKNOWLEDGES THAT
        IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
        BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
        SECTION.

       

      Section
        8.11  .
        Headings.
Article
        and Section
        headings and the Table of Contents used herein are for convenience of reference
        only, are not part of this Agreement and shall not affect the construction
        of,
        or be taken into consideration in interpreting, this Agreement.

       

      Section
        8.12  .
        Confidentiality. Each
        of the
        Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders
        agrees to maintain the confidentiality of the Information (as defined below),
        except that Information may be disclosed (a)
        to its and its
        Affiliates’ directors, officers, employees and agents, including accountants,
        legal counsel and other advisors involved in the financing provided for herein
        (it being understood that the Persons to whom such disclosure is made will
        be
        informed of the confidential nature of such Information and instructed to
        keep
        such Information confidential), (b)
        to the extent
        requested by any regulatory authority, (c)
        to the extent
        required by applicable laws or regulations or by any subpoena or similar
        legal
        process applicable to it, (d)
        to any other party
        to this Agreement, (e)
        in connection with
        the exercise of any remedies hereunder or any suit, action or proceeding
        relating to this Agreement or the enforcement of rights hereunder, (f)
        subject to an
        agreement to comply with the provisions of this Section
        8.12
        or a separate agreement containing provisions substantially the same as those
        of
        this Section, to (i)
        any assignee of or
        Participant in, or any prospective assignee of or Participant in, any of
        its
        rights or obligations under this Agreement, (ii)
        any pledgee
        referred to in Section
        8.04(g)
        or (iii)
        any actual or
        prospective counterparty (or its advisors) to any swap or derivative transaction
        relating to the Borrower and its obligations, (g)
        with the consent
        of the Borrower or (h)
        to the extent such
        Information (i)
        becomes publicly
        available other than as a result of a breach of this Section or (ii)
        becomes available
        to the Administrative Agent, the Collateral Agent, the Issuing Bank or any
        Lender on a nonconfidential basis from a source other than the Borrower or
        any
        of its Subsidiaries, the Administrative Agent, the Collateral Agent, the
        Issuing
        Bank or any other Lender. For the purposes of this Section, “Information”
means
        all
        information received from the Borrower or any of its Subsidiaries relating
        to
        the Borrower or any of its Subsidiaries or its businesses, other than any
        such
        information that is available to the Administrative Agent, the Collateral
        Agent,
        the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure
        by
        the Borrower; provided
        that, in the case
        of information received from the Borrower after the date hereof, such
        information is clearly identified at the time of delivery as confidential.
        Any
        Person required to maintain the confidentiality of Information as provided
        in
        this Section shall be considered to have complied with its obligation to
        do so
        if such Person has exercised the same degree of care to maintain the
        confidentiality of such Information as such Person would accord to its own
        confidential information; provided,
further,
        that,
        notwithstanding anything in this Agreement to the contrary, the Borrower,
        the
        Administrative Agent, the Collateral Agent, the Issuing Bank and each Lender
        (and each respective employee, representative, or other agent of such Persons)
        may disclose to any and all Persons, without limitation of any kind, the
        tax
        treatment and tax structure of the transactions contemplated hereby and all
        materials of any kind (including opinions or other tax analysis) that are
        provided to it relating to such tax treatment and tax structure; and nothing
        in
        the foregoing authorization shall apply to any disclosure that would constitute
        a violation of applicable federal and state securities laws.

       

      Section
        8.13  .
        Deposit
        Account Control Agreement and the Securities Account Control Agreement.
Each
        of the
        Lenders, for itself and for each of its Affiliates, and the Issuing Bank
        hereby
(i)
        approves the
        Deposit Account Control Agreement and the Securities Account Control Agreement
        and (ii)
        irrevocably
        authorizes and directs the Collateral Agent, and any successor thereof appointed
        pursuant to Article
        7,
        to
        take such actions on its behalf and to exercise such powers as are delegated
        to
        the Collateral Agent by the terms of the Deposit Account Control Agreement
        and
        the Securities Account Control Agreement, together with such actions and
        powers
        as are reasonably incidental thereto. The Collateral Agent is hereby authorized
        and directed to execute and deliver the Deposit Account Control Agreement
        and
        the Securities Account Control Agreement on behalf of the Lenders. Until
        the
        Final Payment Date shall have occurred, to the extent the Deposit Account
        Control Agreement or the Securities Account Control Agreement amends, modifies
        or supplements any term or provision hereof, it shall constitute an amendment
        and modification to, and supplement of, this Agreement. Each Lender that
        is now,
        or hereafter becomes, a party to this Agreement (including each Person that
        becomes a Lender pursuant to Section
        8.04)
        and each Person otherwise claiming rights pursuant to this Agreement
        (a) consents to the provisions of the Deposit Account Control Agreement and
        the Securities Account Control Agreement and (b) agrees by being or
        becoming a Lender hereunder or otherwise claiming any such rights, to become
        or
        be bound by the Deposit Account Control Agreement and the Securities Account
        Control Agreement and each other document entered into by the Administrative
        Agent or the Collateral Agent on behalf of the Lenders pursuant to the terms
        and
        provisions hereof or of the Deposit Account Control Agreement and the Securities
        Account Control Agreement.

       

      Section
        8.14  .
        USA
        Patriot
        Act. Each
        Lender hereby
        notifies the Borrower that pursuant to the requirements of the Patriot Act,
        it
        is required to obtain, verify and record information that identifies the
        Borrower, which information includes the name and address of the Borrower
        and
        other information that will allow such Lender to identify the Borrower in
        accordance with the Patriot Act.

       

      Section
        8.15  .
        Information.
Any
        Lender may
        furnish any information concerning the Borrower or any of its Subsidiaries
        in
        the possession of such Lender from time to time to (a)
        the Hedge
        Counterparty, who in turn may furnish such information to the other parties
        to
        the Hedging Arrangement, and (b)
        to assignees and
        participants (including prospective assignees and participants), in each
        case
        who are notified of the confidential nature of the information and agree
        to use
        their reasonable best efforts to keep confidential all non-public information
        from time to time supplied to them.

       

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

       

      
        	
                EL
                  PASO
                  CORPORATION

                 

              
	
                By:

              	 /s/
                John J. Hopper
	
                Name: 
                  John J. Hopper 

              
	
                Title:    
                  Vice President

              


      

      


      


      


      
        	
                DEUTSCHE
                  BANK
                  AG NEW YORK BRANCH, as Initial Lender and Issuing Bank

                 

              
	
                By:

              	 /s/
                Marcus M. Tarkington
	
                Name: 
                  Marcus M. Tarkington

              
	
                Title:    
                  Director

              
	 
	
                By:

              	 /s/
                Rainer Meier
	
                Name: 
                  Rainer Meier

              
	
                Title:    
                  Vice Presdient

              


      

       

       

      


      
        
          	
                  DEUTSCHE
                    BANK
                    AG NEW YORK BRANCH, as Administrative Agent and Collateral
                    Agent

                   

                
	
                  By:

                	 /s/
                  Marcus M. Tarkington
	
                  Name: 
                    Marcus M. Tarkington

                
	
                  Title:    
                    Director

                
	 
	
                  By:

                	 /s/
                  Rainer Meier
	
                  Name: 
                    Rainer Meier

                
	
                  Title:    
                    Vice President