Exhibit 10.D - Subsidiary Agreeement


     

    EXHIBIT
      10.D

     

    CONFORMED
      COPY

     

     

     

     

     

     

    
 

    AMENDED
      AND
      RESTATED

    SUBSIDIARY
      GUARANTEE AGREEMENT

     

    made
      by

     

    CERTAIN
      SUBSIDIARIES OF

     

    EL
      PASO
      CORPORATION

     

    in
      favor
      of

     

    JPMORGAN
      CHASE BANK, N.A.,

    as
      Collateral
      Agent,

    for
      the benefit of
      the Secured Parties referred to herein

     

    


     

    Dated
      as of July
      31, 2006 

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    

      TABLE
        OF
        CONTENTS

       

      
        	
                Page

              


      

      


      ARTICLE
        1

      DEFINITIONS

      


      
        	
                Section

              	
                1.01.

              	
                Definitions

              	
                2

              
	
                Section

              	
                1.02.

              	
                Other
                  Definitional Provisions

              	
                3

              


      

      


      ARTICLE
        2

      GUARANTEE

      


      
        	
                Section 

              	
                2.01.

              	
                Guarantee

              	
                4

              
	
                Section

              	
                2.02.

              	
                Right
                  of
                  Contribution

              	
                5

              
	
                Section 

              	
                2.03.

              	
                No
                  Subrogation

              	
                5

              
	
                Section 

              	
                2.04.

              	
                Amendments,
                  etc. with Respect to the Guaranteed Obligations

              	
                6

              
	
                Section 

              	
                2.05.

              	
                Guarantee
                  Absolute and Unconditional

              	
                6

              
	
                Section 

              	
                2.06.

              	
                Reinstatement

              	
                7

              
	
                Section 

              	
                2.07.

              	
                Payments

              	
                8

              


      

      


      ARTICLE
        3

      MISCELLANEOUS

      


      
        	
                Section 

              	
                3.01.

              	
                Amendments
                  in Writing

              	
                8

              
	
                Section 

              	
                3.02.

              	
                Notices

              	
                8

              
	
                Section

              	
                3.03.

              	
                No
                  Waiver
                  by Course of Conduct; Cumulative Remedies

              	
                8

              
	
                Section 

              	
                3.04.

              	
                Enforcement
                  Expenses; Indemnification

              	
                8

              
	
                Section 

              	
                3.05.

              	
                Successors
                  and Assigns

              	
                9

              
	
                Section

              	
                3.06.

              	
                Set-off

              	
                10

              
	
                Section 

              	
                3.07.

              	
                Counterparts

              	
                10

              
	
                Section 

              	
                3.08.

              	
                Severability

              	
                10

              
	
                Section

              	
                3.09.

              	
                Section
                  Headings

              	
                11

              
	
                Section 

              	
                3.10.

              	
                Integration

              	
                11

              
	
                Section 

              	
                3.11.

              	
                Governing
                  Law

              	
                11

              
	
                Section

              	
                3.12.

              	
                Submission
                  to Jurisdiction; Waivers; Process Agent

              	
                11

              
	
                Section 

              	
                3.13.

              	
                Acknowledgements

              	
                12

              
	
                Section 

              	
                3.14.

              	
                Releases

              	
                12

              
	
                Section

              	
                3.15.

              	
                WAIVER
                  OF
                  JURY TRIAL

              	
                13

              
	
                Section

              	
                3.16.

              	
                Sole
                  Right of Enforcement; Demand Not Required

              	
                13

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     


    AMENDED
      AND
      RESTATED

     

    SUBSIDIARY
      GUARANTEE AGREEMENT

     

    This
AMENDED
      AND
      RESTATED SUBSIDIARY GUARANTEE AGREEMENT (this
“Agreement”),
      dated as of
      July 31, 2006, made by each of the signatories hereto (each individually, a
      “Subsidiary
      Guarantor”
and
      collectively,
      the “Subsidiary
      Guarantors”),
      in favor of
      JPMorgan Chase Bank, N.A. (“JPMCB”),
      as Collateral
      Agent (in such capacity, the “Collateral
      Agent”)
      for the ratable
      benefit of (i) the banks and other financial institutions or entities (the
      “Lenders”)
      from time to
      time parties to the Amended and Restated Credit Agreement, dated as of July
      31,
      2006 (as amended, supplemented or otherwise modified from time to time, the
      “Credit
      Agreement”),
      among El Paso
      Corporation, a Delaware corporation (the “Company”),
      certain of its
      Subsidiaries as Pipeline Company Borrowers (the “Pipeline
      Company Borrowers”),
      the Lenders and
      JPMCB, as administrative agent and collateral agent thereunder, and (ii) the
      other Secured Parties (as defined in the Security Agreement identified
      below).

     

    W
      I T N E S
      S E T H:

     

    WHEREAS,
      pursuant to the
      Credit Agreement, the Lenders have severally agreed to make extensions of credit
      to the Company and the Pipeline Company Borrowers, the Issuing Banks have agreed
      to issue Letters of Credit and the Administrative Agent and the Collateral
      Agent
      have agreed to serve in such capacities, in each case upon the terms and subject
      to the conditions set forth therein;

     

    WHEREAS,
      the Subsidiary
      Guarantors and the Collateral Agent on behalf of the Lenders and other Secured
      Parties have entered into that certain Amended and Restated Subsidiary Guarantee
      Agreement dated as of November 23, 2004 (the “Existing
      Subsidiary Guarantee Agreement”)
      with respect to
      the guarantees made by the Subsidiary Guarantors to the Collateral
      Agent;

     

    WHEREAS,
      the Company and
      the Pipeline Company Borrowers are members of an
      affiliated group
      of companies that includes each Subsidiary Guarantor (the “Affiliated
      Group”);

     

    WHEREAS,
      the Company, the
      Pipeline Company Borrowers and the Subsidiary Guarantors have entered into
      the
      Amended and Restated Security Agreement dated as of the date hereof (as amended,
      supplemented or otherwise modified from time to time, the “Security
      Agreement”)
      with the
      Collateral Agent and JPMCB, in its capacity as Depository Bank, pursuant to
      which, inter
      alia,
      the Company and
      the Subsidiary Guarantors have pledged certain property and assets as collateral
      to the Collateral Agent for the ratable benefit of the Secured Parties to secure
      the respective obligations of the Company and the Subsidiary Guarantors under
      the Credit Agreement, this Agreement and the Amended and Restated Parent
      Guarantee Agreement dated as of the date hereof (as amended, supplemented or
      otherwise modified from time to time, the “Parent
      Guarantee Agreement”)
      in favor of the
      Collateral Agent for the ratable benefit of the Secured Parties;
      and

     

    WHEREAS,
      the proceeds of
      the extensions of credit made under the Credit Agreement may be used in part
      to
      enable the Borrowers to make valuable transfers to one or more of the Subsidiary
      Guarantors and the other Restricted Subsidiaries in connection with the
      operation of their respective businesses;

     

    WHEREAS,
      the Company, the
      Pipeline Company Borrowers, the Subsidiary Guarantors and the other Restricted
      Subsidiaries are engaged in related businesses, and each Subsidiary Guarantor
      will derive substantial direct and indirect benefit from the making and
      availability of the extensions of credit under the Credit Agreement;
      and

     

    WHEREAS,
      it is a condition
      precedent to the effectiveness of the Credit Agreement that the Subsidiary
      Guarantors shall have executed and delivered this Agreement to the Collateral
      Agent for the ratable benefit of the Secured Parties;

     

    NOW,
      THEREFORE,
      in consideration
      of the premises and to induce the Agents, the Issuing Banks and the Lenders
      to
      enter into the Credit Agreement, each Subsidiary Guarantor hereby agrees,
      jointly and severally, with the Collateral Agent, for the benefit of the Secured
      Parties that the Existing Subsidiary Guarantee Agreement shall be amended and
      restated in its entirety as follows:

     

     

    ARTICLE
      1

    Defined
      Terms

     

    Section
      1.01  .
      Definitions.
(a) Unless
      otherwise
      defined herein, terms defined in the Credit Agreement and/or the Security
      Agreement are used herein as therein defined.

     

    (b)  The
      following terms
      have the following meanings:

     

    “Agreement”:
      has the meaning
      set forth in the introductory paragraph hereof.

     

    “Company”:
      has the meaning
      set forth in the introductory paragraph hereof.

     

    “Credit
      Agreement”:
      has the meaning
      set forth in the introductory paragraph hereof.

     

    “Guarantee
      Release Date”
has
      the meaning
      set forth in Section 2.01(d).

     

    “Guaranteed
      Obligations”:
      means, with
      respect to each Subsidiary Guarantor, collectively, the payment obligations
      of
      the Company, the Pipeline Company Borrowers and each other Subsidiary Guarantor
      with respect to the Financing Documents to which such person is a party, in
      each
      case of whatsoever nature and howsoever evidenced, due or to become due, now
      existing or hereafter arising, whether direct or indirect, absolute or
      contingent, which may arise under, out of or in connection with the obligations
      of the Company, the Pipeline Company Borrowers, or any other Subsidiary
      Guarantor (as applicable) under the Financing Documents and any amendment,
      restatement or modification of any of the foregoing, including, in each case
      to
      the extent owing by the Company, the Pipeline Company Borrowers, or any
      Subsidiary Guarantor, as the case may be, the full and punctual payment when
      due
      of any unpaid principal, interest (including interest accruing at any
      post-default rate and Post-Petition Interest), fees, reimbursement obligations,
      guaranty obligations, penalties, indemnities, legal and other fees, charges
      and
      expenses, and amounts advanced and expenses incurred in order to (x) preserve
      any Collateral or the Transaction Liens, (y) cause any Restricted Equity
      Interests to remain free of Liens prohibited by the Credit Agreement and (z)
      preserve any other property pledged to secure such obligations as collateral
      or
      the Liens and security interests with respect thereto, whether due at stated
      maturity or by acceleration or otherwise.

     

    “Indemnified
      Party”:
      has the meaning
      set forth in Section
      3.04(a).

     

    “Lenders”:
      has the meaning
      set forth in the introductory paragraph hereof.

     

    “Maximum
      Liability”:
      has the meaning
      set forth in Section
      2.01(b).

     

    “Pipeline
      Company Borrowers”:
      has the meaning
      set forth in the introductory paragraph hereof.

     

    “Process
      Agent”
has
      the meaning
      set forth in Section 3.12(f).

     

    “Security
      Agreement”:
      has the meaning
      set forth in the recitals hereof.

     

    “Subsidiary
      Guarantors”:
      has the meaning
      set forth in the introductory paragraph hereof.

     

    Section
      1.02  .
      Other
      Definitional Provisions. 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, Appendices and Schedules shall be
      construed to refer to Articles and Sections of, and Exhibits, Appendices and
      Schedules to, this Agreement, (f)
      all references to
“days” shall mean calendar days and (g)
      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. This Agreement
      is the result of negotiations among the parties hereto and their respective
      counsel. Accordingly, this Agreement shall be deemed the product of all parties
      hereto, and no ambiguity in this Agreement shall be construed in favor of or
      against any Credit Party or any Secured Party.

     

     

    ARTICLE
      2

    Guarantee

     

    Section
      2.01  .
      Guarantee.
(a) Each
      of the
      Subsidiary Guarantors hereby, jointly and severally, unconditionally and
      irrevocably, guarantees to the Collateral Agent, for the ratable benefit of
      the
      Secured Parties and their respective indorsees and transferees, the prompt
      and
      complete payment when due (whether at the stated maturity, by acceleration
      or
      otherwise) of the Guaranteed Obligations.

     

    (b)  Each
      Subsidiary
      Guarantor, and by its acceptance of this Agreement and the rights hereunder
      or
      benefits hereof the Collateral Agent and each other Secured Party, hereby agrees
      and confirms that (i) it is the intention of all such Persons that this
      Agreement and the obligations of such Subsidiary Guarantor under this Article
      2
      not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
      Law (as defined below), the Uniform Fraudulent Conveyance Act (as adopted by
      any
      applicable state), the Uniform Fraudulent Transfer Act (as adopted by any
      applicable state) or any similar foreign, federal or state law to the extent
      applicable to this Agreement and the obligations of such Subsidiary Guarantor
      under this Article 2 and (ii) the aggregate liability of each Subsidiary
      Guarantor under this Article 2 and under the other Security Documents at any
      time (but after giving effect to the right of contribution described in
Section
      2.02)
      shall not exceed the maximum amount (as to any Subsidiary Guarantor, its
“Maximum
      Liability”)
      that will result
      in the aggregate obligations of such Subsidiary Guarantor under this Article
      2
      and under the Security Documents not constituting a fraudulent transfer or
      conveyance under Bankruptcy Law or any of the other aforementioned acts and
      laws. For purposes hereof, “Bankruptcy
      Law”
means
      the
      Bankruptcy Code, or any similar foreign, federal or state law for the relief
      of
      debtors.

     

    (c)  Each
      Subsidiary
      Guarantor agrees that the Guaranteed Obligations may at any time and from time
      to time exceed the Maximum Liability of such Subsidiary Guarantor hereunder
      without impairing the guarantee contained in this Article 2 or affecting the
      rights and remedies of the Collateral Agent or any Secured Party
      hereunder.

     

    (d)  The
      guarantee
      contained in this Article 2 shall remain in full force and effect until the
      later (the “Guarantee
      Release Date”)
      of (i) the Final
      Payment Date and (ii) the date on which all payment obligations of each
      Subsidiary Guarantor in respect of the Guaranteed Obligations and the payment
      obligations under the guarantee contained in this Article 2 shall have been
      satisfied by indefeasible payment in full in cash. 

     

    (e)  No
      payment or
      payments made by the Company, any Pipeline Company Borrower, any of the
      Subsidiary Guarantors, any other guarantor or any other Person, or received
      or
      collected by the Collateral Agent or any Secured Party from the Company, any
      Pipeline Company Borrower, any of the Subsidiary Guarantors, any other guarantor
      or any other Person, by virtue of any action or proceeding or any set-off or
      appropriation or application at any time or from time to time in reduction
      of or
      in payment of Guaranteed Obligations shall be deemed to modify, reduce, release
      or otherwise affect the liability of any Subsidiary Guarantor under this Article
      2 which shall, notwithstanding any such payment or payments (other than any
      payment or payments made by such Subsidiary Guarantor in respect of the
      Guaranteed Obligations or any payment received or collected from such Subsidiary
      Guarantor in respect of Guaranteed Obligations), remain liable for the
      Guaranteed Obligations up to the Maximum Liability of such Subsidiary Guarantor
      under this Article 2 until the Guarantee Release Date.

     

    Section
      2.02  .
      Right of
      Contribution. Each
      Subsidiary
      Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall
      have paid or be obligated to pay more than its proportionate share of any
      payment made hereunder, such Subsidiary Guarantor shall be entitled to
      contribution from and against any other Subsidiary Guarantor that has not paid
      its proportionate share of such payment. Each Subsidiary Guarantor’s right of
      contribution shall be subject to the terms and conditions of Section
      2.03.
      The provisions of this Section
      2.02
      shall in no respect limit the obligations and liabilities of any Subsidiary
      Guarantor to the Collateral Agent and the Secured Parties, and each Subsidiary
      Guarantor shall remain liable to the Collateral Agent and the Secured Parties
      for the full amount guaranteed by such Subsidiary Guarantor
      hereunder.

     

    Section
      2.03  .
      No
      Subrogation. Notwithstanding
      any
      payment made by any Subsidiary Guarantor hereunder or any set-off or application
      of funds of any Subsidiary Guarantor by the Collateral Agent or any Secured
      Party, no Subsidiary Guarantor shall be entitled to be subrogated to any of
      the
      rights of the Collateral Agent or any Secured Party against the Company or
      any
      other Subsidiary Guarantor or any collateral security or guarantee or right
      of
      offset held by the Collateral Agent or any Secured Party for the payment of
      Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled
      to seek any contribution or reimbursement from the Company or any other
      Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor
      hereunder, until the Guarantee Release Date. If any amount shall be paid to
      any
      Subsidiary Guarantor on account of such subrogation rights prior to the
      Guarantee Release Date, such amount shall be held by such Subsidiary Guarantor
      in trust for the Collateral Agent and the Secured Parties, segregated from
      other
      funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such
      Subsidiary Guarantor, be turned over to the Collateral Agent in the exact form
      received by such Subsidiary Guarantor (duly indorsed by such Subsidiary
      Guarantor to the Collateral Agent, if required), to be applied against
      Guaranteed Obligations, whether matured or unmatured, in accordance with the
      terms and provisions of the Credit Agreement and Security
      Agreement.

     

    Section
      2.04  .
      Amendments,
      etc. with Respect to The Guaranteed Obligations. Each
      Subsidiary
      Guarantor shall remain obligated under this Article 2 notwithstanding that,
      without any reservation of rights against such Subsidiary Guarantor and without
      notice to or further assent by such Subsidiary Guarantor, (a) any demand for
      payment of any of the Guaranteed Obligations made by the Collateral Agent or
      any
      other Secured Party may be rescinded by the Collateral Agent or any other
      Secured Party and any of the Guaranteed Obligations continued, (b) any
      Guaranteed Obligations, or the liability of any other Person upon or for any
      part thereof, or any collateral security or guarantee therefor or right of
      offset with respect thereto, may, from time to time, in whole or in part, be
      renewed, extended, amended, modified, accelerated, compromised, waived,
      surrendered or released by the Collateral Agent or any Secured Party, and (c)
      the Credit Agreement or the other Financing Documents and any other documents
      executed and delivered in connection therewith, in each case may be amended,
      modified, supplemented or terminated, in whole or in part, pursuant to the
      terms
      and conditions of each such applicable document from time to time, and any
      collateral security, guarantee or right of offset at any time held by the
      Collateral Agent or any other Secured Party for the payment of any Guaranteed
      Obligations may be sold, exchanged, waived, surrendered or
      released.

     

    Section
      2.05  .
      Guarantee
      Absolute and Unconditional. Each
      Subsidiary
      Guarantor waives any and all notice of the creation, renewal, extension or
      accrual of any of the Guaranteed Obligations and notice of or proof of reliance
      by the Collateral Agent or any other Secured Party upon the guarantee contained
      in this Article 2 or acceptance of the guarantee contained in this Article
      2.
      Each Subsidiary Guarantor waives diligence, presentment, protest, demand for
      payment, notice of intent to accelerate, notice of acceleration and notice
      of
      default or nonpayment to or upon the Company, any Pipeline Company Borrower
      or
      any of the Subsidiary Guarantors with respect to Guaranteed Obligations. Each
      Subsidiary Guarantor understands and agrees that the guarantee contained in
      this
      Article 2 shall be construed as a continuing, absolute, irrevocable and
      unconditional guarantee of payment without regard to (a) the validity or
      enforceability or perfection of the Credit Agreement or any other Financing
      Document, any of the Guaranteed Obligations or any other collateral security
      therefor or guarantee or right of offset with respect thereto at any time or
      from time to time held by the Collateral Agent or any Secured Party, (b) any
      defense, set-off or counterclaim whatsoever (other than a defense of payment
      or
      performance) which may at any time be available to or be asserted by the Company
      or any other Person against the Collateral Agent or any other Secured Party,
      or
      (c) any other circumstance whatsoever (with or without notice to or knowledge
      of
      the Company or such Subsidiary Guarantor or any other Credit Party), other than
      payment or performance, which constitutes, or might be construed to constitute,
      an equitable or legal discharge of the Company, any Pipeline Company Borrower
      or
      any other Subsidiary Guarantor for any of its respective portion of the
      Guaranteed Obligations or of such Subsidiary Guarantor under the guarantee
      contained in this Article 2, in bankruptcy or in any other instance. When making
      any demand hereunder or otherwise pursuing its rights and remedies hereunder
      against any Subsidiary Guarantor, the Collateral Agent may, but shall be under
      no obligation to, make a similar demand on or otherwise pursue such rights
      and
      remedies as it may have against the Company, any Pipeline Company Borrower,
      any
      other Subsidiary Guarantor or any other Person or against any collateral
      security or guarantee for the Guaranteed Obligations or any right of offset
      with
      respect thereto, and any failure by the Collateral Agent to make any such
      demand, to pursue such other rights or remedies or to collect any payments
      from
      the Company, any Pipeline Company Borrower, any other Subsidiary Guarantor
      or
      any other Person or to realize upon any such collateral security or guarantee
      or
      to exercise any such right of offset, or any release of the Company, any
      Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person
      or
      any such collateral security, guarantee or right of offset, shall not relieve
      such Subsidiary Guarantor of any obligation or liability hereunder, and shall
      not impair or affect the rights and remedies, whether express, implied or
      available as a matter of law, of the Collateral Agent against such Subsidiary
      Guarantor. For the purposes hereof “demand”
shall
      include the
      commencement and continuance of any legal proceedings.

     

    Section
      2.06  .
      Reinstatement. The
      guarantee
      contained in this Article 2 shall continue to be effective, or be reinstated,
      as
      the case may be, if at any time payment, or any part thereof, of any of the
      Guaranteed Obligations is rescinded or must otherwise be restored or returned
      by
      the Collateral Agent or any Secured Party upon the insolvency, bankruptcy,
      dissolution, liquidation or reorganization of the Company, any Pipeline Company
      Borrower, or any Subsidiary Guarantor, or upon or as a result of the appointment
      of a receiver, intervenor or conservator of, or trustee or similar officer
      for,
      the Company, any Pipeline Company Borrower, or any Subsidiary Guarantor or
      any
      substantial part of its property, or otherwise, all as though such payments
      had
      not been made.

     

    Section
      2.07  .
      Payments.
Each
      Subsidiary
      Guarantor hereby agrees that payments required to be made by it hereunder will
      be paid to the Collateral Agent without set-off or counterclaim in dollars
      at
      the office of the Collateral Agent identified in Section 9.04 of the Security
      Agreement.

     

     

    ARTICLE
      3 

    Miscellaneous

     

    Section
      3.01  .
      Amendments in
      Writing. None
      of the terms
      or provisions of this Agreement may be waived, amended, supplemented or
      otherwise modified except in accordance with Section 9.02 of the Security
      Agreement and Section 10.02 of the Credit Agreement.

     

    Section
      3.02  .
      Notices.
All
      notices,
      requests and demands to or upon the Collateral Agent or any Subsidiary Guarantor
      hereunder shall be effected in the manner provided for in Section 9.04 of the
      Security Agreement.

     

    Section
      3.03  .
      No Waiver by
      Course of Conduct; Cumulative Remedies. Neither
      the
      Collateral Agent nor any other Secured Party shall by any act (except by a
      written instrument in accordance with Section
      3.01),
      delay, indulgence, omission or otherwise be deemed to have waived any right
      or
      remedy hereunder or to have acquiesced in any Default. No failure to exercise,
      nor any delay in exercising, on the part of the Collateral Agent or any Secured
      Party, any right, power or privilege hereunder shall operate as a waiver
      thereof. No single or partial exercise of any right, power or privilege
      hereunder shall preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. A waiver by the Collateral Agent or
      any
      Secured Party of any right or remedy hereunder on any one occasion shall not
      be
      construed as a bar to any right or remedy which the Collateral Agent or any
      Secured Party would otherwise have on any future occasion. The rights and
      remedies herein provided are cumulative, may be exercised singly or concurrently
      and are not exclusive of any other rights or remedies provided by
      law.

     

    Section
      3.04  .
      Enforcement
      Expenses; Indemnification. 

     

    (a)  Each
      Subsidiary
      Guarantor (without duplication) agrees to indemnify, defend and save and hold
      harmless the Collateral Agent, each other Secured Party and each of their
      respective Affiliates and their respective officers, directors, employees,
      agents, advisors and trustees (each, an “Indemnified
      Party”)
      from and
      against, and (without duplication) shall pay, any and all claims, damages,
      losses, liabilities and expenses (including reasonable fees and expenses of
      counsel) that may be incurred by or asserted or awarded against any Indemnified
      Party, in each case arising out of or in connection with or as a result of
      the
      execution or delivery of this Agreement or the performance by the Subsidiary
      Guarantors of their respective obligations hereunder, except to the extent
      such
      claim, damage, loss, liability or expense is found in a final, nonappealable
      judgment by a court of competent jurisdiction to have resulted from, or to
      be
      attributable to, the gross negligence or willful misconduct of such Indemnified
      Party or its employees or agents.

     

    (b)  Each
      Subsidiary
      Guarantor (without duplication) will pay to the Collateral Agent the amount
      of
      any and all reasonable out-of-pocket expenses, including the reasonable fees
      and
      expenses of its counsel and of any experts and agents, that the Collateral
      Agent
      may incur in connection with (i) the administration of this Agreement, (ii)
      the
      exercise or enforcement of any of the rights of the Collateral Agent or any
      other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor
      to perform or observe any of the provisions hereof required to be performed
      or
      observed by it.

     

    (c)  Each
      Subsidiary
      Guarantor (without duplication) shall pay or reimburse the Collateral Agent
      for
      any transfer taxes or other taxes relating to or incurred in connection with
      this Agreement and shall indemnify and hold harmless the Collateral Agent and
      each other Secured Party from any amounts that it is obligated to pay in the
      way
      of such taxes.

     

    (d)  Each
      Subsidiary
      Guarantor (without duplication) agrees to indemnify and hold harmless the
      Collateral Agent (in its agency capacity), and each other Secured Party from,
      and shall reimburse the Collateral Agent (in its agency capacity) and each
      other
      Secured Party for any present or future claim for liability for any stamp or
      other similar tax and any penalties or interest with respect thereto, which
      may
      be assessed, levied or collected by any jurisdiction in connection with this
      Agreement.

     

    (e)  The
      indemnities and
      reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement
      shall survive the expiration, cancellation, termination or modification of
      this
      Agreement, the resignation or removal of the Collateral Agent, and the provision
      of any subsequent or additional indemnity or any agreement to reimburse by
      any
      Person.

     

    (f)  All
      amounts due
      under this Section
      3.04
      shall be payable not later than 30 days after the delivery of written demand
      to
      the applicable Subsidiary Guarantor therefor.

     

    Section
      3.05  .
      Successors
      and Assigns. This
      Agreement
      shall be binding upon the successors and assigns of each Subsidiary Guarantor
      and shall inure to the benefit of the Collateral Agent and its successors and
      assigns for the ratable benefit of the Secured Parties and their successors
      and
      assigns; provided
      that, except in
      connection with a transaction expressly permitted by Section 6.05 of the Credit
      Agreement, no Subsidiary Guarantor may assign, transfer or delegate any of
      its
      rights or obligations under this Agreement without the prior written consent
      of
      the Collateral Agent.

     

    Section
      3.06  .
      Set-off.
Each
      Subsidiary
      Guarantor hereby irrevocably authorizes the Collateral Agent and each Secured
      Party at any time and from time to time while an Event of Default shall have
      occurred and be continuing, without prior notice to such Subsidiary Guarantor
      or
      any other Subsidiary Guarantor, any such notice being expressly waived by each
      Subsidiary Guarantor, to set-off and appropriate and apply any and all deposits
      (general or special, time or demand, provisional or final), in any currency,
      and
      any other credits, indebtedness or claims, in any currency, in each case whether
      direct or indirect, absolute or contingent, matured or unmatured, at any time
      held or owing by the Collateral Agent or such Secured Party to or for the credit
      or the account of such Subsidiary Guarantor, or any part thereof in such amounts
      as the Collateral Agent or such Secured Party may elect, subject in all respects
      to the terms and provisions of the Credit Agreement, against and on account
      of
      the obligations and liabilities of such Subsidiary Guarantor to the Collateral
      Agent or such Secured Party hereunder or under the other Loan Documents and
      claims of every nature and description of the Collateral Agent or such Secured
      Party against such Subsidiary Guarantor, in any currency, whether arising
      hereunder, under the Credit Agreement or any other Loan Document, as the
      Collateral Agent or such Secured Party may elect, subject in all respects to
      the
      terms and provisions of the Credit Agreement, whether or not the Collateral
      Agent or such Secured Party has made any demand for payment and although such
      obligations, liabilities and claims may be contingent or unmatured. The
      Collateral Agent or the applicable Secured Party shall notify such Subsidiary
      Guarantor promptly of any such set-off and the application made by the
      Collateral Agent or such Secured Party of the proceeds thereof, provided
      that the failure
      to give such notice shall not affect the validity of such set-off and
      application. The rights of the Collateral Agent and the Secured Parties under
      this Section
      3.06
      are in addition to other rights and remedies (including, without limitation,
      other rights of set-off) which the Collateral Agent and the Secured Party may
      have under Applicable Law pursuant to the terms and provisions of the Credit
      Agreement.

     

    Section
      3.07  .
      Counterparts.
This
      Agreement may
      be executed in any number of counterparts, each of which when so executed shall
      be deemed to be an original and all of which taken together shall constitute
      one
      and the same agreement. Delivery of an executed counterpart of a signature
      page
      to this Agreement by telecopier shall be effective as delivery of an original
      executed counterpart of this Agreement.

     

    Section
      3.08  .
      Severability.
Any
      provision of
      this Agreement that is prohibited or unenforceable in any jurisdiction shall,
      as
      to such jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof, and
      any
      such prohibition or unenforceability in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction.

     

    Section
      3.09  .
      Section
      Headings. The
      Section
      headings used in this Agreement are for convenience of reference only and are
      not to affect the construction hereof or be taken into consideration in the
      interpretation hereof.

     

    Section
      3.10  .
      Integration.
This
      Agreement and
      the other Loan Documents to which each Subsidiary Guarantor is a party represent
      the agreement of such Subsidiary Guarantor, the Collateral Agent and the Secured
      Parties with respect to the subject matter hereof and thereof, and there are
      no
      promises, undertakings, representations or warranties by the Collateral Agent
      or
      any Secured Party relative to the subject matter hereof and thereof not
      expressly set forth or referred to herein or in such other Loan
      Documents.

     

    Section
      3.11  .
      Governing
      Law. THIS
      AGREEMENT
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
      OF
      NEW YORK.

     

    Section
      3.12  .
      Submission To
      Jurisdiction; Waivers; Process Agent. Each
      Subsidiary
      Guarantor hereby irrevocably and unconditionally:

     

    (a)  submits
      for itself
      and its property in any legal action or proceeding by the Collateral Agent
      against it relating to this Agreement and the other Loan Documents to which
      it
      is a party, or for recognition and enforcement of any judgment in respect
      thereof, to the non-exclusive general jurisdiction of the Supreme Court of
      the
      State of New York, sitting in New York County, the courts of the United States
      of America for the Southern District of New York, and appellate courts from
      any
      thereof;

     

    (b)  consents
      that any
      such action or proceeding may be brought in such courts and waives any objection
      that it may now or hereafter have to the venue of any such action or proceeding
      in any such court or that such action or proceeding was brought in an
      inconvenient court and agrees not to plead or claim the same;

     

    (c)  agrees
      that service
      of process in any such action or proceeding may be effected by mailing a copy
      thereof by registered or certified mail (or any substantially similar form
      of
      mail), postage prepaid, to such Subsidiary Guarantor at its address referred
      to
      in Section
      3.02
      or at such other address of which the Collateral Agent shall have been notified
      pursuant thereto;

     

    (d)  agrees
      that nothing
      herein shall affect the right to effect service of process on it in any other
      manner permitted by law or shall limit the right to sue in any other
      jurisdiction;

     

    (e)  waives,
      to the
      maximum extent not prohibited by law, any right it may have to claim or recover
      in any legal action or proceeding referred to in this Section
      3.12
      any special, indirect, exemplary, punitive or consequential damages;
      and

     

    (f)  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 such Subsidiary Guarantor
      and its property service of copies of the summons and complaint and any other
      process which may be served by the Collateral Agent or any Secured Party 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 or the other Loan
      Documents to which it is a party. Such service may be made by delivering a
      copy
      of such process to such Subsidiary Guarantor in care of the Company by courier
      and by certified mail (return receipt requested), fees and postage prepaid,
      both
(i) in
      care of
      the Process Agent at the Process Agent’s above address and (ii) at
      the
      Company’s address specified pursuant to Section 9.04 of the Security Agreement,
      and each Subsidiary Guarantor hereby irrevocably authorizes and directs the
      Process Agent or the Company to accept such service on its behalf.

     

    Section
      3.13  .
      Acknowledgements. Each
      Subsidiary
      Guarantor hereby acknowledges that:

     

    (a)  it
      has been advised
      by counsel in the negotiation, execution and delivery of this Agreement and
      the
      other Loan Documents to which it is a party;

     

    (b)  neither
      the
      Collateral Agent nor any Secured Party has any fiduciary relationship with
      or
      duty to such Subsidiary Guarantor arising out of or in connection with this
      Agreement or any of the other Loan Documents, and the relationship between
      the
      Subsidiary Guarantors, on the one hand, and the Collateral Agent and the Secured
      Parties, on the other hand, in connection herewith or therewith is solely that
      of debtor and creditor; and

     

    (c)  no
      joint venture is
      created hereby or by the other Loan Documents or otherwise exists by virtue
      of
      the transactions contemplated hereby among the Secured Parties or among the
      Subsidiary Guarantors and the Secured Parties.

     

    Section
      3.14  .
      Releases.
(a)
      On the
      Guarantee Release Date this Agreement and all obligations (other than those
      expressly stated to survive such termination and in all cases subject to
Section
      2.06
      hereof) of each Subsidiary Guarantor and any other party hereto shall terminate,
      all without delivery of any instrument or performance of any act by any Person.
      At the request and sole expense of the Company or any Subsidiary Guarantor
      following any such termination, the Collateral Agent shall promptly execute
      and
      deliver to the Company or such Subsidiary Guarantor, as the case may be, such
      agreements, instruments and other documents as such Subsidiary Guarantor shall
      reasonably request to evidence such termination.

     

    (b)
      On the date
      hereof, without further action by any party to this Agreement or the Existing
      Subsidiary Guarantee Agreement, each of the Released Parties shall cease to
      be a
      Subsidiary Guarantor under the Existing Subsidiary Guarantee Agreement, and
      shall not be deemed a Subsidiary Guarantor under this Agreement. 

     

    Section
      3.15  .
      WAIVER OF
      JURY TRIAL. EACH
      PARTY TO THIS
      AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
      LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
      TO WHICH IT IS A PARTY AND FOR ANY COUNTERCLAIM THEREIN.

     

    Section
      3.16  .
      Sole Right of
      Enforcement; Demand Not Required. Notwithstanding
      any
      other provision of this Agreement, no Secured Party other than the Collateral
      Agent shall have the right to take any Enforcement Action with respect to this
      Agreement and all such Enforcement Actions shall be effected solely through
      the
      Collateral Agent. No reference in this Agreement to the Collateral Agent’s
      making a demand for payment under this Agreement shall be construed to mean
      that
      such a demand is required in order to cause any obligation under this Agreement
      to become due and payable, it being understood that obligations under this
      Agreement shall become due and payable as, and at such time as, provided in
      Section
      2.01(a).

     

    [Remainder
      of Page Intentionally Left Blank]

     

    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated
      Subsidiary Guarantee Agreement to be duly executed and delivered as of the
      date
      first above written.

     

    
      	
              SUBSIDIARY
                GUARANTORS:

            	
              EL
                PASO CNG
                COMPANY, L.L.C.

            
	 	 
	 	
              By:
                /S/
                JOHN
                HOPPER

            
	 	
              Name:
                John
                Hopper 

            
	 	
              Title:
                Vice
                President

            


    

    


     

    
      	
              EL
                PASO EPNG
                INVESTMENTS, L.L.C.

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    


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

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    


    
      	
              EL
                PASO
                TENNESSEE PIPELINE CO.

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    


    
      	
              EL
                PASO TGPC
                INVESTMENTS, L.L.C.

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    


    
      	
              RELEASED
                PARTIES:

            	
              AMERICAN
                NATURAL RESOURCES COMPANY

               

            
	 	 
	 	
              By:
                /S/
                JOHN
                HOPPER 

            
	 	
              Name:
                John
                Hopper 

            
	 	
              Title:
                Vice
                President

            


    

    


    


    
      	
              EL
                PASO ANR
                INVESTMENTS, L.L.C.

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    
      	
              EL
                PASO ANRS
                INVESTMENTS, L.L.C.

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    
      	
              EL
                PASO WIC
                INVESTMENTS, L.L.C.

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    
      	
              SABINE
                RIVER
                INVESTORS III, L.L.C.

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    
      	
              SABINE
                RIVER
                INVESTORS IV, L.L.C.

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    


    
      	
              SABINE
                RIVER
                INVESTORS V, L.L.C.

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President