Exhibit 10.B


     

    EXHIBIT
      10.B

     

    CONFORMED
      COPY

     

     

     

    
      
        

      



    


    


    


    


    AMENDED
      AND
      RESTATED SECURITY AGREEMENT

     

     

    dated
      as of
      July 31, 2006

     

     

    among

     

     

    EL
      PASO
      CORPORATION,

     

    THE
      PERSONS
      REFERRED TO HEREIN AS

    PIPELINE
      COMPANY BORROWERS,

     

    THE
      PERSONS
      REFERRED TO HEREIN AS SUBSIDIARY GRANTORS

     

    and

     

    JPMORGAN
      CHASE BANK, N.A.,

    as
      Collateral Agent and Depository Bank

     

    


     

    
      
        

      

    

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    


    


    

      


      TABLE
        OF
        CONTENTS

       

      
        	
                Page

              


      

      ARTICLE
        1

      DEFINITIONS

      


      
        	
                 SECTION 

              	
                1.01.

              	
                Definitions

              	
                2

              
	
                 SECTION 

              	
                1.02. 

              	
                Principles
                  of Interpretation

              	
                7

              


      

      


      ARTICLE
        2

      [RESERVED]

      


      


      ARTICLE
        3

      REPRESENTATIONS
        AND
        WARRANTIES

      


      


      
        	
                 SECTION 

              	
                3.01.

              	
                Representations
                  and Warranties of the Credit Parties

              	
                8

              


      

      


      ARTICLE
        4

      PLEDGED
        ACCOUNTS

      


      
        	
                 SECTION 

              	
                4.01.

              	
                Creation
                  of Pledged Accounts

              	
                10

              
	
                 SECTION 

              	
                4.02.

              	
                Excess
                  of
                  Cash Account; Cash Collateral Account

              	
                12

              
	
                 SECTION 

              	
                4.03.

              	
                Qualified
                  Investments Account

              	
                13

              
	
                 SECTION 

              	
                4.04.

              	
                Payments
                  in Trust

              	
                15

              
	
                 SECTION 

              	
                4.05.

              	
                Investment
                  of Funds in Pledge Accounts

              	
                15

              
	
                 SECTION 

              	
                4.06.

              	
                Transfers
                  from Accounts During the Continuance of an Event of
                  Default

              	
                17

              
	
                 SECTION 

              	
                4.07.

              	
                Reports,
                  Certification and Instructions

              	
                17

              
	
                 SECTION 

              	
                4.08.

              	
                Depository
                  Bank Undertakings

              	
                18

              
	
                 SECTION 

              	
                4.09.

              	
                Force
                  Majeure

              	
                20

              
	
                 SECTION 

              	
                4.10.

              	
                Clearing
                  Agency

              	
                21

              
	
                 SECTION 

              	
                4.11.

              	
                Return
                  of
                  Funds to the Company

              	
                21

              


      

      


      ARTICLE
        5

      SECURITY
        INTERESTS

      


      
        	
                 SECTION 

              	
                5.01.

              	
                Grant
                  of
                  Security Interests

              	
                21

              
	
                 SECTION 

              	
                5.02. 

              	
                Security
                  for Obligations

              	
                24

              
	
                 SECTION 

              	
                5.03. 

              	
                Delivery
                  and Control of Collateral

              	
                24

              
	
                 SECTION 

              	
                5.04. 

              	
                Further
                  Assurances; Etc

              	
                25

              
	
                 SECTION 

              	
                5.05. 

              	
                Grantors
                  Remain Liable

              	
                26

              
	
                 SECTION 

              	
                5.06. 

              	
                Additional
                  Equity Interests

              	
                26

              
	
                 SECTION 

              	
                5.07. 

              	
                Release
                  of Collateral

              	
                27

              
	
                 SECTION 

              	
                5.08. 

              	
                Voting
                  Rights, Dividends, Payments, Etc.

              	
                28

              
	
                 SECTION 

              	
                5.09. 

              	
                The
                  Collateral Agent Appointed Attorney-in-Fact

              	
                31

              
	
                 SECTION 

              	
                5.10. 

              	
                Netting
                  of Accounts

              	
                31

              


      

      


      ARTICLE
        6

      REMEDIES
        AND
        ENFORCEMENT

      


      
        	
                 SECTION 

              	
                6.01.

              	
                Remedies
                  and Enforcement

              	
                31

              
	
                 SECTION 

              	
                6.02. 

              	
                Application
                  and Proceeds

              	
                33

              
	
                 SECTION 

              	
                6.03. 

              	
                Other
                  Remedies of Secured Parties

              	
                34

              


      

      


      ARTICLE
        7

      DEPOSITORY
        BANK

      


      
        	
                 SECTION 

              	
                7.01. 

              	
                Depository
                  Bank

              	
                35

              


      

      


      ARTICLE
        8

      [RESERVED]

      


      


      ARTICLE
        9

      MISCELLANEOUS

      


      
        	
                 SECTION 

              	
                9.01.

              	
                Indemnity
                  and Expenses

              	
                35

              
	
                 SECTION 

              	
                9.02. 

              	
                Amendments;
                  Waivers, Etc.

              	
                36

              
	
                 SECTION 

              	
                9.03. 

              	
                Security
                  Interest Absolute and Waivers

              	
                36

              
	
                 SECTION 

              	
                9.04. 

              	
                Notices;
                  Etc.

              	
                39

              
	
                 SECTION 

              	
                9.05. 

              	
                Continuing
                  Security Interest; Assignments

              	
                40

              
	
                 SECTION 

              	
                9.06. 

              	
                [Reserved]

              	
                40

              
	
                 SECTION 

              	
                9.07. 

              	
                Execution
                  in Counterparts

              	
                40

              
	
                 SECTION 

              	
                9.08 

              	
                Severability

              	
                40

              
	
                 SECTION 

              	
                9.09 

              	
                Integration

              	
                40

              
	
                 SECTION 

              	
                9.10. 

              	
                No
                  Partnership

              	
                40

              
	
                 SECTION 

              	
                9.11.

              	
                No
                  Reliance

              	
                40

              
	
                 SECTION 

              	
                9.12. 

              	
                Release

              	
                40

              
	
                 SECTION 

              	
                9.13. 

              	
                No
                  Impairment

              	
                41

              
	
                 SECTION 

              	
                9.14.

              	
                Equitable
                  Remedies

              	
                41

              
	
                 SECTION 

              	
                9.15. 

              	
                Remedies

              	
                41

              
	
                 SECTION 

              	
                9.16.

              	
                Limitations

              	
                42

              
	
                 SECTION 

              	
                9.17.

              	
                Survival

              	
                42

              
	
                 SECTION 

              	
                9.18.

              	
                [Reserved]

              	
                42

              
	
                 SECTION 

              	
                9.19.

              	
                Jurisdiction,
                  Etc

              	
                42

              
	
                 SECTION 

              	
                9.20.

              	
                GOVERNING
                  LAW

              	
                43

              
	
                 SECTION 

              	
                9.21.

              	
                Waiver
                  of
                  Jury Trial

              	
                43

              


      

      


      


      


      SCHEDULES:

       

      
        	
                Schedule
                  I

              	
                Subsidiary
                  Grantors

              
	
                Schedule
                  II

              	
                Initial
                  Pledged Equity

              
	
                Schedule
                  III

              	
                Name,
                  Location, Chief Executive Office, Type of Organization, Jurisdiction
                  of
                  Organization and Organizational Identification Number

              
	
                Schedule
                  IV

              	
                Changes
                  in
                  Name, Location, Etc.

              
	
                Schedule
                  V

              	
                Secured
                  Hedging Agreements

              


      

      


      


      EXHIBITS:

      


      
        	
                Exhibit
                  A

              	
                Form
                  of
                  Officer’s Certificate for Qualified
                  Investments

              


      

      


      




     

    


    



    
      
        
          i

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    AMENDED
      AND
      RESTATED SECURITY AGREEMENT

     

    AMENDED
      AND
      RESTATED SECURITY AGREEMENT, dated as of July 31, 2006, made by and
      among:

     

    EL
      PASO CORPORATION, a Delaware corporation (the “Company”);

     

    COLORADO
      INTERSTATE
      GAS COMPANY, a Delaware corporation (“CIG”),
      EL PASO NATURAL
      GAS COMPANY, a Delaware corporation (“EPNGC”),
      TENNESSEE GAS
      PIPELINE COMPANY, a Delaware corporation (“TGPC”)
      (CIG, EPNGC and
      TGPC, collectively, the “Pipeline
      Company Borrowers”
and,
      together
      with the Company, the “Borrowers”);

     

    Each
      of the Persons
      listed on Schedule I hereto as a Subsidiary Grantor (collectively, the
“Subsidiary
      Grantors”
and,
      together
      with the Company, the “Grantors”)
      (the Borrowers
      and the Subsidiary Grantors are sometimes referred to herein, collectively,
      as
      the “Credit
      Parties”;
      and the Credit
      Parties, together with the other Restricted Subsidiaries that are not Project
      Financing Subsidiaries, are sometimes referred to herein, collectively, as
      the
“Credit
      Related Parties”);

     

    JPMorgan
      Chase
      Bank, N.A. (“JPMCB”),
      not in its
      individual capacity but solely as collateral agent for the Secured Parties
      (solely in such capacity, the “Collateral
      Agent”);
      and

     

    JPMCB,
      not in its
      individual capacity but solely in its capacity as the Depository Bank (solely
      in
      such capacity, the “Depository
      Bank”).

     

    PRELIMINARY
      STATEMENTS

     

    (1) Certain
      of the
      parties hereto are party to an Amended and Restated Credit Agreement dated
      as of
      the date hereof (the “Credit
      Agreement”)
      pursuant to
      which the Lenders have agreed to make Loans to the Borrowers and participate
      in
      Letters of Credit, the Issuing Banks have agreed to issue Letters of Credit
      for
      the account of the Borrowers, and the Administrative Agent and the Collateral
      Agent have agreed to serve in such capacities.

     

    (2) The
      Credit Parties,
      the Depository Bank, the Collateral Agent (on behalf of the Lenders, the Issuing
      Banks, the Agents and the other Secured Parties) and certain other parties
      have
      heretofore entered into that certain Amended and Restated Security Agreement
      dated as of November 23, 2004 (the “Existing
      Security Agreement”)
      with respect to
      their respective rights in respect of the Collateral and certain other matters
      related to the Financing Documents.

     

    NOW,
      THEREFORE, to
      secure the Secured Obligations, and in consideration of the premises and to
      induce each of the Lenders, the Issuing Banks and the Agents to enter into
      the
      Credit Agreement and for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, each of the Credit Parties and
      the
      Collateral Agent (on behalf of the Lenders, the Issuing Banks, the Agents and
      the other Secured Parties) agrees that the Existing Security Agreement shall
      be
      amended and restated in its entirety as follows:

     

     

    ARTICLE
      1

    Definitions
      And
      Interpretation

     

    Section
      1.01  .
      Definitions.
(a) Capitalized
      terms
      used but not defined herein shall have the respective meanings assigned to
      such
      terms in the Credit Agreement.

     

    (b)  As
      used in this
      Agreement, the following terms have the meanings specified below:

     

    “Account
      Collateral”
has
      the meaning
      set forth in Section 5.01(d).

     

    “Agreement”
means
      this
      Security Agreement.

     

    “Applicable
      Law”
means,
      with
      respect to any Person, any and all laws, statutes, regulations, rules, orders,
      injunctions, decrees, writs, determinations, awards and judgments issued by
      any
      Governmental Authority applicable to such Person.

     

    “Bankruptcy
      Code”
means
      the Federal
      Bankruptcy Reform Act of 1978, as amended from time to time (11 U.S.C. §101,
et seq.).

     

    “Borrowers”
has
      the meaning
      set forth in the Preamble.

     

    “Cash
      Collateral Account”
has
      the
meaning
      set forth in
      Section 4.01(a)(ii).

     

    “CIG”
has
      the meaning set
      forth in the Preamble.

     

    “Clearing
      Agency”
has
      the meaning
      set forth in Section 4.10.

     

    “Collateral”
means,
      subject to
      Section 5.01(e),
      the Account
      Collateral, the Security Collateral, the Payment Collateral and all other
      property or assets with respect to which a Security Document executed by a
      Grantor creates or grants, or states that it creates or grants, a Transaction
      Lien.

     

    “Collateral
      Account”
has
      the meaning
      set forth in Section 4.01(a)(i).

     

    "Collateral
      Agent" has the meaning set forth in the Preamble.

     

    “Company”
has
      the meaning
      set forth in the Preamble.

     

    “Company
      Payment
      Collateral”
has
      the meaning
      set forth in Section 5.01(c).

     

    “Credit
      Agreement”
has
      the meaning
      set forth in the Preamble.

     

    “Credit
      Parties”
has
      the meaning
      set forth in the Preamble.

     

    “Credit
      Related Parties”
has
      the meaning
      set forth in the Preamble.

     

    “Depository
      Bank”
has
      the meaning
      set forth in the Preamble.

     

    “Enforcement
      Action”
means
      the taking
      of any or all of the following actions:

     

    (a) applying
      funds in
      the Pledged Accounts (including by charging or exercising any contractual or
      legal setoff rights) to the payment of the Secured Obligations;

     

    (b) making
      any demand
      for, or receiving any, payment under the Subsidiary Guarantee Agreement or
      the
      Parent Guarantee Agreement;

     

    (c) taking
      any
      Foreclosure Action or exercising any other power of sale or similar other rights
      or remedies under any of the Security Documents;

     

    (d) proceeding
      to
      protect and enforce the rights of the Secured Parties under this Agreement
      or
      any other Security Document by sale of the Collateral pursuant to judicial
      proceedings or by a proceeding in equity or at law or otherwise, whether for
      the
      enforcement of any Transaction Lien or for the enforcement of any other legal,
      equitable or other remedy available under this Agreement, any other Security
      Document or Applicable Law;

     

    (e) exercising
      any of
      the rights and remedies of a secured party with respect to the Collateral upon
      default under the Uniform Commercial Code as in effect in any applicable
      jurisdiction; and

     

    (f) exercising
      any
      other right or remedy provided in this Agreement or otherwise available to
      the
      Collateral Agent, to the extent permitted by Applicable Law.

     

    “Enforcement
      Proceeds”
means
      any cash,
      securities or other consideration received from time to time by the Collateral
      Agent as a result of the taking of any Enforcement Action in accordance with
      the
      Security Documents and Applicable Law, including, without limitation (a) any
      balances then outstanding in the Pledged Accounts or received therein from
      time
      to time thereafter, including any Net Cash Proceeds then held in any Pledged
      Account, (b) the proceeds of any Disposition or other Enforcement Action taken
      pursuant to Article 6, and (c) proceeds of any Foreclosure Action or judicial
      or
      other non-judicial proceeding.

     

    “EPNGC”
has
      the meaning set
      forth in the Preamble.

     

    “Excluded
      Payment Property”
means
      any
      property of a Grantor of the type described in (and not excluded from)
      Section 5.01(b)(i) through (iv), to the extent that the grant of a security
      interest therein or a Lien thereon would result in (i) a breach of or a default
      under a provision which is not rendered ineffective by the UCC contained in
      any
      agreement in existence on the Effective Date to which the Company or any
      Subsidiary of the Company is a party (other than (x) an agreement listed on
      Annex I to the Officer’s Certificate delivered in connection with the legal
      opinion rendered by Andrews Kurth LLP dated the date hereof or (y) an agreement
      that can be amended solely by the Company and/or one or more of its
      Subsidiaries), or (ii) a mandatory prepayment obligation under any such
      agreement, or allow any party to any such agreement (other than the Company
      or
      any Subsidiary of the Company) to accelerate obligations due thereunder,
      terminate any material contract right thereunder or exercise any put or call
      right, right of refusal, purchase option or similar right thereunder.

     

    “Excluded
      Subsidiary Grantor Assets”
has
      the meaning
      set forth in Section 5.01(b).

     

    “Federal
      Book Entry Regulations”
means
      (a) the
      federal regulations contained in Subpart B (“Treasury/Reserve
      Automated Debt Entry System (TRADES)”)
      governing
      book-entry securities consisting of U.S. Treasury bonds, notes and bills and
      Subpart D of 31 C.F.R. Part 357, 31 C.F.R. § 357.2, § 357.10 through
§ 357.14 and § 357.41 through § 357.44 and (b) to the extent
      substantially identical to the federal regulations referred to in clause (a)
      above (as in effect from time to time), the federal regulations governing other
      book-entry securities.

     

    “Financing
      Documents”
means
      the Loan
      Documents and the Secured Hedging Agreements.

     

    “Foreclosure
      Action”
means
      the sale,
      transfer or other Disposition by the Collateral Agent of all or any part of
      the
      Collateral at any public or private sale at such place and at such time as
      the
      Collateral Agent shall determine and in compliance with Applicable
      Law.

     

    “Grantors”
has
      the meaning
      set forth in the Preamble.

     

    “Indemnified
      Party”
has
      the meaning
      set forth in Section 9.01(a).

     

    “Initial
      Pledged Equity”
means,
      with
      respect to any Grantor, the Equity Interests set forth opposite such Grantor’s
      name on and as otherwise described in Schedule II and issued by the Persons
      named therein.

     

    “Insolvency
      Proceeding”
means,
      with
      respect to any Person, that (a) such Person shall (i) admit in writing its
      inability to pay its debts generally, or shall fail to pay its debts generally
      as they become due; or (ii) make a general assignment for the benefit of
      creditors; or (b) any proceeding shall be instituted or consented to by such
      Person seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
      winding up, reorganization, arrangement, adjustment, protection, relief, or
      composition of it or its debts under any law relating to bankruptcy, insolvency
      or reorganization or relief of debtors, or seeking the entry of an order for
      relief or the appointment of a receiver, trustee, or other similar official
      for
      it or for any substantial part of its property; or (c) any such proceeding
      shall
      have been instituted against such Person and either such proceeding shall not
      be
      stayed or dismissed for 60 consecutive days or any of the actions referred
      to
      above sought in such proceeding (including the entry of an order for relief
      against it or the appointment of a receiver, trustee, custodian or other similar
      official for it or any substantial part of its property) shall occur; or (d)
      such Person shall take any corporate (or other Business Entity) action to
      authorize any of the actions set forth above in this definition.

     

    “JPMCB”
has
      the meaning
      set forth in the Preamble.

     

    “Officer’s
      Certificate”
means,
      with
      respect to any Person, a certificate substantially in the form of Exhibit A
      hereto, signed by the president, any vice-president, the treasurer or the chief
      financial officer of such Person.

     

    “Payment
      Collateral”
has
      the meaning
      set forth in Section 5.01(c).

     

    “Pipeline
      Company Borrowers”
has
      the meaning
      set forth in the Preamble.

     

    “Pledged
      Accounts”
has
      the meaning
      set forth in Section 4.01(a).

     

    “Pledged
      Company”
means
      any issuer
      of the Initial Pledged Equity or any successor entity to any such issuer;
provided
      that, if all of
      the Equity Interests issued by a Pledged Company and pledged by a Grantor to
      the
      Collateral Agent hereunder are released from the Transaction Liens in accordance
      with the terms of this Agreement and the Credit Agreement, then from and after
      such release, such issuer shall no longer be a Pledged Company.

     

    “Pledged
      Equity”
has
      the meaning
      set forth in Section 5.01(a)(ii).

     

    “Pledged
      Financial Assets”
means
      all
      financial assets credited from time to time to the Pledged
      Accounts.

     

    “Pledged
      Security Entitlement”
means
      all
      security entitlements with respect to the Pledged Financial Assets.

     

    “Process
      Agent”
has
      the meaning
      set forth in Section 9.19(c).

     

    “Qualified
      Investments Account”
has
      the meaning
      set forth in Section 4.01(a)(iii).

     

    “Remaining
      Reinvestment Amount”
has
      the meaning
      set forth in Section 4.03(c).

     

    “Secured
      Hedging Agreement”
means
      any Hedging
      Agreement that (i) was entered into by any Borrower with a Person which was
      at
      the time such Hedging Agreement was entered into a Lender or an Affiliate of
      a
      Lender and (ii) either (A) is listed on Schedule VI hereto or (B) has been
      designated as a Secured Hedging Agreement by the Company in a certificate signed
      by a Financial Officer delivered to the Collateral Agent and the Administrative
      Agent which (I) identifies such Hedging Agreement, including the name and
      address of the other party thereto (which must be a Lender or an Affiliate
      of a
      Lender at the time of such designation), the notional amount thereof and the
      expiration or termination date thereof, and (II) states that the applicable
      Borrower’s obligations thereunder shall from and after the date of delivery of
      such certificate be Secured Obligations for purposes hereof and of the other
      Security Documents.

     

    “Secured
      Obligations”
means,
      with
      respect to each Grantor, the obligations, including all “Obligations” (as
      defined in the Credit Agreement) and all “Guaranteed Obligations” (as defined in
      the Parent Guarantee Agreement and the Subsidiary Guarantee Agreement) of such
      Grantor, under (a) the Credit Agreement, the Parent Guarantee Agreement and/or
      the Subsidiary Guarantee Agreement, as applicable, (b) this Agreement, (c)
      any
      other Loan Document to which such Grantor is a party, (d) any Secured Hedging
      Agreement to which such Grantor is a party and (e) any agreement relating to
      the
      refinancing of the obligations referred to in the foregoing clauses (a) through
      (d), and in the case of each of clauses (a) through (e) including interest
      accruing at any post-default rate and Post-Petition Interest.

     

    “Secured
      Parties”
means,
      collectively, the Lenders, the Issuing Banks, the Administrative Agent, the
      Collateral Agent, each counterparty to a Secured Hedging Agreement and each
      other Person that is a holder of any Secured Obligations.

     

    “Security
      Collateral”
has
      the meaning
      set forth in Section 5.01(a).

     

    “Subsidiary
      Grantor Payment
      Collateral”
has
      the meaning
      set forth in Section 5.01(b).

     

    “Subsidiary
      Grantors”
has
      the meaning
      set forth in the Preamble.

     

    “TGPC”
has
      the meaning
      set forth in the Preamble.

     

    “UCC”
means
      the Uniform
      Commercial Code as in effect from time to time in the State of New York;
provided
      that, if
      perfection or the effect of perfection or non-perfection or the priority of
      any
      Transaction Liens on any Collateral is governed by the Uniform Commercial Code
      as in effect in a jurisdiction other than New York, “UCC” means the Uniform
      Commercial Code as in effect from time to time in such other jurisdiction for
      purposes of the provisions hereof relating to such perfection, effect of
      perfection or non-perfection or priority.

     

    “Unused
      Cash
      Collateral”
has
      the
meaning
      set forth in
      Section 4.02(c).

     

    (c)  Terms
      defined in
      Article 8 or 9 of the UCC and/or in the Federal Book Entry Regulations are
      used
      in this Agreement as such terms are defined in such Article
      8
      or
9
      and/or the Federal
      Book Entry Regulations.

     

    Section
      1.02  .
      Principles of
      Interpretation. 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, and
(g)
      all references to
“days” shall mean calendar days. This Agreement is the result of negotiations
      among the parties thereto and their respective counsel. Accordingly, this
      Agreement shall be deemed the product of all parties thereto, and no ambiguity
      in this Agreement shall be construed in favor of or against any Credit Party
      or
      any Secured Party.

     

     

    ARTICLE
      2

    [Reserved]

     

     

    ARTICLE
      3

    Representations
      And
      Warranties

     

    Section
      3.01  .
      Representations and Warranties of the Credit Parties. Each
      Credit Party,
      with respect to itself and its Subsidiaries, represents and warrants to the
      Collateral Agent, for the benefit of the Secured Parties, that:

     

    (a)  With
      respect to any
      Credit Party that is a Grantor: (i)
      such Credit
      Party’s exact legal name is correctly set forth in Schedule III, (ii)
      such Credit Party
      is located (within the meaning of Section 9-307 of the UCC) and has its chief
      executive office, in the state or jurisdiction set forth in Schedule III,
(iii)
      the information
      set forth in Schedule III with respect to such Credit Party is true and accurate
      in all respects and (iv)
      such Credit Party
      has not, within the last five years, changed its legal name, location, chief
      executive office, type of organization, jurisdiction of organization or
      organizational identification number from those set forth in Schedule III,
      except as disclosed in Schedule IV.

     

    (b)  Such
      Credit Party
      is duly organized or formed, validly existing and, if applicable, in good
      standing in its jurisdiction of organization or formation. Such Credit Party
      possesses all applicable Business Entity powers and all other authorizations
      and
      licenses necessary to engage in its business and operations as now conducted,
      the failure to obtain or maintain which would have a Material Adverse
      Effect.

     

    (c)  The
      execution,
      delivery and performance by such Credit Party of the Security Documents to
      which
      it is a party are within such Credit Party’s applicable Business Entity powers,
      have been duly authorized by all necessary applicable Business Entity action,
      and do not contravene (i) such Credit Party’s organizational documents or (ii)
      any material contractual restriction binding on or affecting such Credit
      Party.

     

    (d)  No
      authorization or
      approval or other action by, and no notice to or filing with, any Governmental
      Authority is required for the due execution, delivery and performance by such
      Credit Party of any Security Document to which it is a party, except those
      necessary to comply (i) with Applicable Laws in the ordinary course of such
      Credit Party’s business or (ii) with ongoing obligations of such Credit Party
      under the Security Documents to which it is a party and Sections 5.01, 5.02
      and
      5.07 of the Credit Agreement.

     

    (e)  This
      Agreement
      constitutes, and the other Security Documents when delivered shall constitute,
      the legal, valid and binding obligations of each Credit Party that is a party
      thereto, enforceable against such Credit Party in accordance with their
      respective terms, except as may be limited by any applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally or by general principles of equity.

     

    (f)  With
      respect to any
      Credit Party that is a Grantor, all Collateral pledged by such Credit Party
      hereunder consisting of certificated securities has been delivered to the
      Collateral Agent.

     

    (g)  With
      respect to any
      Credit Party that is a Grantor, this Agreement is effective to create in favor
      of the Collateral Agent, for the ratable benefit of the Secured Parties, a
      Lien
      on, and security interest in, all right, title and interest of such Grantor
      in
      the Collateral pledged by such Credit Party hereunder as security for the
      Secured Obligations, prior and superior in right to any other Lien (except
      for
      Collateral Permitted Liens), except in each case above as may be limited by
      any
      applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors’ rights generally. All financing statements have been filed
      that are necessary to perfect any Transaction Lien that can be perfected by
      the
      filing of such financing statements and all actions necessary to provide control
      to the Collateral Agent with respect to Collateral pledged by such Credit Party
      hereunder for which control can be established have been taken, including
      delivery of such Collateral consisting of certificated securities to the
      Collateral Agent, duly endorsed for transfer or accompanied by duly executed
      instruments of transfer.

     

    (h)  With
      respect to any
      Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by
      such
      Credit Party to the Collateral Agent hereunder has (to the extent applicable)
      been duly authorized and validly issued and is fully paid and non-assessable.
      With respect to any Equity Interests pledged by such Credit Party to the
      Collateral Agent hereunder that are uncertificated securities, such Credit
      Party
      has caused the issuer thereof to agree in an authenticated record with such
      Credit Party and the Collateral Agent that such issuer will comply with
      instructions with respect to such uncertificated securities originated by the
      Collateral Agent without further consent of such Credit Party and has delivered
      a copy of such authenticated record to the Collateral Agent. If such Credit
      Party is a Pledged Company, such Credit Party confirms that it has received
      notice of such security interest.

     

    (i)  With
      respect to any
      Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral
      by such Credit Party to the Collateral Agent hereunder constitutes 100% of
      the
      issued and outstanding Equity Interests of each issuer thereof.

     

    All
      representations
      and warranties made by the Credit Parties herein, and in any other Security
      Document delivered pursuant hereto, shall survive the execution and delivery
      by
      the Credit Parties of the Security Documents. The Credit Parties shall deliver
      to the Collateral Agent amended and restated schedules (the “Amended
      Schedules”)
      to this
      Agreement in the event that any information contained on the schedules attached
      hereto becomes inaccurate. Such Amended Schedules shall replace the schedules
      provided by the Credit Parties on the Effective Date, and shall be deemed the
      schedules to this Agreement. Each Credit Party will
      not change its
      name, identity, corporate structure (including, without limitation, its
      jurisdiction of formation) or the location of its registered office without
      (i)
      giving the Collateral Agent at least 30 days’ prior written notice clearly
      describing such new name, identity, corporate structure or new location and
      providing such other information in connection therewith as the Collateral
      Agent
      may reasonably request, (ii) receiving approval from the Collateral Agent to
      effect such change and (iii) taking all action satisfactory to the Collateral
      Agent at the expense of such Credit Party as the Collateral Agent may request
      to
      maintain the security interest of the Collateral Agent in the Collateral
      intended to be granted hereby at all times fully perfected with the same
      priority and in full force and effect. 

     

     

    ARTICLE
      4

    Pledged
      Accounts

     

    Section
      4.01  .
      Creation of
      Pledged Accounts. (a)
      The Collateral
      Agent is hereby directed by the Company and each Grantor to cause to be
      established on or before the date hereof with, and maintained thereafter by,
      the
      Depository Bank at its offices in New York City, New York (ABA No. 021000021),
      in the name of the Collateral Agent as entitlement holder and under the sole
      control and dominion of the Collateral Agent and subject to the terms of this
      Agreement, the following segregated securities accounts (collectively, the
      “Pledged
      Accounts”):

     

    (i)  a
      master collateral
      account, Account No. 10205184 (the “Collateral
      Account”),
      into which
      Mandatory Asset Prepayment Amounts will be deposited and to which Unused Cash
      Collateral and certain amounts described in Section
      4.03(f)
      will be
      transferred;

     

    (ii)  (A)
      a cash
      collateral account, Account No. 10205185 (the “Cash
      Collateral Account”),
      into which
      certain amounts will be deposited in respect of Letters of Credit and (B) a
      cash
      collateral account, Account No. 10206219.1 (the “Excess
      Cash
      Account”),
      into which
      certain amounts will be deposited in respect of Secured Hedging Agreements;
      and

     

    (iii)  an
      account, Account
      No. 10205186 (the “Qualified
      Investments Account”),
      from which the
      Company, on behalf of the Restricted Subsidiaries, may direct the Collateral
      Agent to direct the Depository Bank to pay funds to the Company to make
      Qualified Investments as permitted under the Loan Documents.

     

    (b)  Commencing
      with the
      date hereof and continuing until the termination of the Transaction Liens in
      accordance with Section 5.07(b), each Pledged Account shall be established
      and
      maintained by the Depository Bank as a securities account at its offices in
      New
      York City, New York, in the name of and under the sole dominion and control
      of
      the Collateral Agent; provided
      that the Cash
      Collateral Account may be terminated at such time as: (i)
      all Letters of
      Credit shall have expired or been paid, settled, satisfied, released, or
      otherwise terminated, (ii) all LC Disbursements shall have been reimbursed,
      (iii) all LC Commitments and all commitments of the Lenders to participate
      in
      Letters of Credit shall have been terminated and (iv) all amounts on deposit
      in
      the Cash Collateral Account shall have been distributed to the Administrative
      Agent or the Collateral Agent or have been transferred to the Collateral Account
      as Unused Cash Collateral. The Collateral Agent shall cause each of the Pledged
      Accounts to be, and each Pledged Account shall be, separate from all other
      accounts held by or under the control or dominion of the Collateral Agent.
      The
      Company irrevocably confirms the authority of (and directs and authorizes)
      the
      Collateral Agent to, or to direct the Depository Bank to, and the Collateral
      Agent agrees to, or to direct the Depository Bank to, deposit into, or credit
      to, and transfer funds from the Pledged Accounts to the Collateral Agent, the
      Administrative Agent, the other Secured Parties and the Company (or its
      designee) in accordance with this Agreement and the other Loan
      Documents.

     

    (c)  The
      Secured Parties
      and the Credit Parties acknowledge that the Collateral Agent may cause the
      Depository Bank to establish subaccounts of the Qualified Investments Account,
      and that such subaccounts may, at the Collateral Agent’s election, be either (i)
      actual, separate accounts or (ii) notional accounts reflected in the Collateral
      Agent’s records as accounting entries with respect to the actual Qualified
      Investments Account maintained by the Depository Bank. Each such subaccount
      shall constitute a Pledged Account hereunder, and each actual subaccount shall
      be established and maintained by the Depository Bank as a securities account
      at
      its offices in New York City, New York, in the name of the Collateral
      Agent.

     

    (d)  Unless
      otherwise
      specified in this Agreement, all references to the Qualified Investments Account
      shall include references to all subaccounts thereof, and such subaccounts shall
      be subject to the same restrictions and limitations as the Qualified Investments
      Account.

     

    (e)  The
      Company shall
      not have any rights against or to moneys or funds on deposit in, or credited
      to,
      the Pledged Accounts, as third-party beneficiary or otherwise, except the right
      of the Company to receive moneys or funds on deposit in, or credited to, the
      Pledged Accounts, as required or permitted by this Agreement, and to direct
      the
      Collateral Agent as to the investment of moneys held in the Pledged Accounts
      as
      permitted by Section
      4.04.
      In no event shall any amounts or Cash Equivalents deposited into, or credited
      to, any Pledged Account, be registered in the name of the Company, payable
      to
      the order of the Company, or specially endorsed to the Company, except to the
      extent that the foregoing have been specially endorsed to the Depository Bank
      or
      endorsed in blank.

     

    Section
      4.02  .
      Excess Cash
      Account; Cash Collateral Account. (a)
      The Company shall
      deposit, or cause to be deposited, cash in the Excess Cash Account at the times
      and in the amounts required by Section 5.09 of the Credit Agreement.
      Amounts deposited
      in the Excess Cash Account shall be held therein as Collateral for the Secured
      Obligations, provided
      that the
      Collateral Agent shall, to the extent required by (and otherwise on the terms
      set forth in) the proviso to Section 5.09 of the Credit Agreement, release
      and
      pay over to the Company free of the Transaction Liens such amounts as provided
      in such proviso. If an Event of Default shall have occurred and be continuing,
      the Collateral Agent may, at the direction of the Majority Lenders, apply funds
      in the Excess Cash Account in accordance with Section
      6.02.

     

    (b)  Amounts
      deposited
      in the Cash Collateral Account shall be held therein, subject to the following
      provisions :

     

    (i)  If
      any Letter of
      Credit is drawn, in whole or in part, and not reimbursed by the applicable
      Borrower within the period specified in Section 2.04(e) of the Credit Agreement,
      the Issuing Bank with respect to such Letter of Credit may request, whereupon
      the Collateral Agent shall within three Business Days after receipt of such
      request, direct the Depository Bank to promptly distribute to such Issuing
      Bank
      an amount equal to the lesser of (x) the amount of the LC Disbursement in
      respect of such Letter of Credit that has not been reimbursed by or on behalf
      of
      such Borrower and (y) the total amount available in the Cash Collateral Account
      at such time.

     

    (ii)  Upon
      the request of
      the Company at a time when no Event of Default is continuing, the Collateral
      Agent shall direct the Depository Bank to distribute any funds in the Cash
      Collateral Account (other than, prior to the Final Payment Date, funds deposited
      in the Cash Collateral Account pursuant to Section 2.09(c) of the Credit
      Agreement) to the Company (or to the Company’s designee) to be used by the
      Company for general corporate purposes, or to be used by such designee for
      any
      lawful purpose.

     

    (iii)  If
      an Event of
      Default shall have occurred and be continuing, the Collateral Agent may, at
      the
      direction of the Majority Lenders, apply funds in the Cash Collateral Account
      in
      accordance with Section
      6.02.

     

    (c)  If
      any Letter of
      Credit, or any portion thereof, has terminated, expired or otherwise been
      released or satisfied undrawn and, as a result, the total amount of funds in
      the
      Cash Collateral Account, as of such date, exceeds 105% of the aggregate amount
      of LC Exposure, as of such date, then (i) the Collateral Agent shall, upon
      any
      request therefor from the Company, direct the Depository Bank to transfer such
      excess of funds on deposit in the Cash Collateral Account (any such amount,
      “Unused
      Cash
      Collateral”)
      into the
      Collateral Account; and (ii) such Unused Cash Collateral shall be applied in
      accordance with Section 2.09 of the Credit Agreement and Section
      6.02.

     

    Section
      4.03  .
      Qualified
      Investments Account. (a)
      If a
      FERC-Regulated Restricted Subsidiary receives Net Cash Proceeds from the
      Disposition of a Covered Asset as described in clause (d) of the definition
      of
“Mandatory Asset Reduction Event”, then the Company shall deposit, or cause to
      be deposited, into the Collateral Account, within five days after such receipt,
      the amount, if any, by which the portion of such Net Cash Proceeds that is
      not
      deemed to have been invested in Qualified Investments described in clause
      (a)(ii) or (a)(iii) of the definition thereof exceeds $100,000,000.

     

    (b)  If
      an Unregulated
      Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a
      Covered Asset as described in clause (d) of the definition of “Mandatory Asset
      Reduction Event”, then the Company shall deposit, or cause to be deposited, into
      the Collateral Account, within five days after such receipt, the portion of
      such
      Net Cash Proceeds that is not deemed to have been invested in Qualified
      Investments described in clause (b)(ii) or (b)(iii) of the definition
      thereof.

     

    (c)  So
      long as no Event
      of Default has occurred and is continuing within one Business Day after receipt,
      the Collateral Agent shall direct the Depository Bank to transfer the funds
      deposited into the Collateral Account pursuant to Section
      4.03(a)
      or 4.03(b)
      (in either case,
      for each Disposition, the “Remaining
      Reinvestment Amount”)
      to the Qualified
      Investments Account.

     

    (d)  If
      funds are to be
      transferred to the Qualified Investments Account pursuant to Section 4.03(c)
      and
      after giving effect to such transfer the Qualified Investments Account would
      contain funds in respect of the Covered Assets of more than one Restricted
      Subsidiary, or in respect of more than one Covered Asset of a single Restricted
      Subsidiary, the Collateral Agent shall cause the Depository Bank to establish
      and maintain individual securities subaccounts, or the Collateral Agent shall
      establish in its accounting records notional subaccounts (each, a “Qualified
      Investments Subaccount”),
      in each case
      within the Qualified Investments Account, for each such Restricted Subsidiary
      or
      each such Covered Asset.

     

    (e)  For
      the period from
      the initial transfer of the Remaining Reinvestment Amount to the Qualified
      Investments Account, until the date, if ever, on which the failure of the
      applicable Restricted Subsidiary to invest such Remaining Reinvestment Amount
      in
      Qualified Investments, requires application of all or a portion thereof in
      accordance with Section 2.07(d) of the Credit Agreement, the Collateral Agent
      shall, at the written direction of the Company from time to time, direct the
      Depository Bank to pay such funds on deposit in the Qualified Investments
      Account (or any applicable Qualified Investments Subaccount) to the Restricted
      Subsidiary identified by the Company in the Officer’s Certificate described in
      the following sentence. The written direction described in the preceding
      sentence shall be accompanied by an Officer’s Certificate (i) setting forth the
      name of the Restricted Subsidiary whose Disposition of Covered Assets resulted
      in the deposit of the Remaining Reinvestment Amount that is being requested
      to
      be paid pursuant to such written direction, (ii) if such Restricted Subsidiary
      is a FERC-Regulated Restricted Subsidiary, stating that all funds retained
      by
      such FERC-Regulated Restricted Subsidiary pursuant to Section
      4.03(a) from
      the Net Cash
      Proceeds of all of its Dispositions of Covered Assets prior to the date of
      such
      certificate have been, or (by making the currently proposed Qualified
      Investment(s)) will be, used to make Qualified Investments, and (iii) describing
      the Qualified Investment(s) to be made (or deemed made) by such Restricted
      Subsidiary with such funds, pursuant to the definition of “Qualified
      Investment”. Notwithstanding the foregoing, the Company shall have the right to
      direct that funds on deposit in the Qualified Investments Account or any
      applicable Qualified Investments Subaccount be paid to a FERC-Regulated
      Restricted Subsidiary in respect of new Qualified Investments made or deemed
      made by such FERC-Regulated Restricted Subsidiary only if, on the proposed
      date
      of such payment from the Qualified Investments Account or applicable Qualified
      Investments Subaccount, the aggregate amount of Qualified Investments made
      by
      such FERC-Regulated Restricted Subsidiary after April 16, 2003 equals or exceeds
      the sum of (1)
      the product of (x)
      $100,000,000 times (y) the number of such Dispositions of Covered Assets by
      such
      FERC-Regulated Restricted Subsidiary that have resulted in a deposit in the
      Collateral Account, plus (2)
      the aggregate Net
      Cash Proceeds of Dispositions of Covered Assets by such FERC-Regulated
      Restricted Subsidiary after April 16, 2003 that have not resulted in deposits
      into the Collateral Account.

     

    (f)  If
      a Mandatory
      Asset Reduction Event described in clause (d) of the definition thereof shall
      occur with the result that the Company is required to cause Loans to be prepaid
      or Letters of Credit to be Cash Collateralized pursuant to Section 2.09(c)
      of
      the Credit Agreement (a “2.09 Application”), the Collateral Agent shall direct
      the Depository Bank to transfer (i) if such Mandatory Asset Reduction Event
      does
      not occur during the pendency of an Event of Default, (A) an amount equal to
      the
      lesser of (x) the required 2.09 Application and (y) 80% of the funds remaining
      in the Qualified Investments Account (or the applicable Qualified Investments
      Subaccount) in respect of the applicable Disposition of Covered Assets to the
      Collateral Account to be applied in accordance with Section 2.09(c) of the
      Credit Agreement, and (B) any remaining funds in the Qualified Investments
      Account (or the applicable Qualified Investments Subaccount) to the Company,
      or
      as the Company directs, to be used for general corporate purposes, or (ii)
      if
      such Mandatory Asset Reduction Event occurs concurrently with or during the
      pendency of an Event of Default, 100% of the funds remaining in the Qualified
      Investments Account (and in all applicable Qualified Investments Subaccounts)
      in
      respect of the applicable Disposition of Covered Assets to the Collateral
      Account to be applied (x) to the extent of the required 2.09 Application, in
      accordance with Section 2.09(c) of the Credit Agreement and (y) the balance,
      in
      accordance with Section 6.02 hereof. 

     

    (g)  If
      following the
      application of a Mandatory Asset Reduction Amount in accordance with Section
      2.07(d) of the Credit Agreement and any prepayment of Loans or Cash
      Collateralization of outstanding Letters of Credit in connection therewith
      pursuant to Section 2.09(c) of the Credit Agreement, there are remaining funds
      in the Qualified Investments Account attributable to such Mandatory Asset
      Reduction Amount, the Collateral Agent shall direct the Depository Bank to
      transfer such remaining funds (i) if no Event of Default exists at the time,
      to
      the Company, or as the Company directs, to be used for general corporate
      purposes, or (ii) if an Event of Default exists at the time, to the Collateral
      Account to be applied in accordance with Section 6.02 hereof.

     

    (h)  The
      Collateral
      Agent shall effectuate any transfer required pursuant to Section
      4.03(f)
      or 4.03(g)
      by giving
      appropriate entitlement orders to the Depository Bank.

     

    Section
      4.04  .
      Payments in
      Trust. If,
      notwithstanding
      the instructions given or required to be given in accordance with this
Article
      4,
      any
      payments required by any Security Document to be remitted to the Collateral
      Agent are instead remitted to the Company or its Affiliates (it being the intent
      and understanding of the parties hereto that such payments are not to be made
      directly to the Company but directly to the Collateral Agent for deposit into,
      or credit to, the relevant Pledged Account for application in accordance with
      this Article
      4),
      then, to the fullest extent permitted by Applicable Law, the Company or such
      other Person shall receive such payments into a constructive trust for the
      benefit of the Secured Parties and subject to the Secured Parties’ security
      interest, and shall (or shall use its best efforts to cause the Person receiving
      such payments to) promptly remit them to the Collateral Agent for deposit into,
      or credit to, the applicable Pledged Account designated by this Article
      4.

     

    Section
      4.05  .
      Investment of
      Funds in Pledged Accounts. (a) The
      Collateral
      Agent will promptly direct the Depository Bank to (i)
      invest amounts on
      deposit in, or credited to, the Pledged Accounts in Cash Equivalents which
      are
      deposited into, or credited to, each such Pledged Account, (ii)
      invest any
      interest paid on the Cash Equivalents referred to in clause (i)
      above, and
(iii)
      reinvest other
      proceeds of any such Cash Equivalents that may mature or be sold, in each case,
      in Cash Equivalents which are deposited into, or credited to, such Pledged
      Account, in each case as the Company may select and instruct the Collateral
      Agent, unless, to the knowledge of the Collateral Agent, any Event of Default
      has occurred and is continuing, in which event the Collateral Agent shall direct
      the Depository Bank to invest such amounts in Cash Equivalents as the Collateral
      Agent may direct. If no Event of Default then exists, interest and proceeds
      resulting from an investment of funds in any Pledged Account in Cash Equivalents
      that are not invested or reinvested in Cash Equivalents shall be promptly
      transferred to the Company to be used for general corporate purposes. In
      addition, subject to any instructions from the Company (if not during the
      pendency of an Event of Default), the Collateral Agent shall have the right
      at
      any time to direct the Depository Bank to exchange such Cash Equivalents for
      similar Cash Equivalents of smaller or larger denominations.

     

    (b)  Unless
      it has
      received instructions from the Company in accordance with this Section
      4.05
      as to the investment of such funds, the Collateral Agent may direct the
      Depository Bank to invest or reinvest any funds in any Pledged Account. All
      investments and reinvestments of funds in the Pledged Accounts shall be made
      in
      the name of the Depository Bank.

     

    (c)  Whenever
      directed
      to make a transfer of funds from any of the Pledged Accounts in accordance
      with
      this Article
      4,
      the
      Collateral Agent is hereby directed and authorized by the Company, the Borrowers
      and the Grantors (for themselves and their respective Subsidiaries) to direct
      the Depository Bank to liquidate (or cause to be liquidated) Cash Equivalents
      (in order of their respective maturities with the Cash Equivalents with the
      shortest maturities being liquidated first), to the extent that, after
      application of all other funds available for such purpose pursuant to this
      Article
      4,
      the
      liquidation of any Cash Equivalent is necessary to make such
      transfer.

     

    (d)  Neither
      the
      Collateral Agent nor the Depository Bank shall (in the absence of gross
      negligence or willful misconduct, as finally determined by a court of competent
      jurisdiction) have any liability with respect to any interest, cost or penalty
      on the liquidation of any Cash Equivalent pursuant to this Agreement, nor shall
      the Collateral Agent (in the absence of gross negligence or willful misconduct,
      as finally determined by a court of competent jurisdiction) have any liability
      with respect to Cash Equivalents (including purchases or conversions of foreign
      exchange) or moneys deposited into, or credited to, the Pledged Accounts (or
      any
      losses resulting therefrom) invested in accordance with this Agreement. Without
      limiting the generality of the foregoing, the Collateral Agent shall have no
      responsibility for any investment losses resulting from the investment,
      reinvestment or liquidation of all or a portion of funds in the Pledged
      Accounts, if the Collateral Agent has made such investment, reinvestment or
      liquidation, as applicable, in accordance with this Agreement.

     

    (e)  All
      references in
      this Agreement to Pledged Accounts and to cash, moneys or funds therein or
      balances thereof, shall include the Cash Equivalents in which such cash, moneys,
      funds or balances are then invested and the proceeds thereof, and all financial
      assets and security entitlements carried in or credited to such Pledged
      Accounts.

     

    (f)  (i)
      Neither the
      Collateral Agent nor any of its Affiliates assume any duty or liability for
      monitoring the rating or performance of any Cash Equivalent. Subject to
Section
      4.06,
      in the event an investment selection is not made by the Company in accordance
      with this Section
      4.05,
      the funds in the Pledged Accounts shall not be required to be invested but
      may
      be invested at the discretion of the Collateral Agent, and the Collateral Agent
      shall not incur any liability for interest or income thereon. The Collateral
      Agent shall have no obligation to cause the investment or reinvestment of the
      funds in the Pledged Accounts if all or a portion of such funds is deposited
      with the Collateral Agent after 11:00 a.m. (New York City time) on the day
      of
      deposit. Instructions to invest or reinvest that are received after 11:00 a.m.
      (New York City time) will be treated as if received on the following Business
      Day in New York. Requests or instructions received after 11:00 a.m. (New York
      City time) by the Collateral Agent to liquidate all or a portion of funds in
      any
      Pledged Account will be treated as if received on the following Business Day
      in
      New York.

     

    (ii)  The
      Credit Parties
      acknowledge that non-deposit investment products (A)
      are not
      obligations of, nor guaranteed, by JPMCB or any of its Affiliates; (B)
      are not FDIC
      insured; and (C)
      are subject to
      investment risks, including the possible loss of principal amount
      invested.

     

    Section
      4.06  .
      Transfers
      from Accounts During the Continuance of an Event of Default. During
      the
      existence and continuance of an Event of Default, the Collateral Agent shall
      not
      accept any instructions from the Company with respect to any transfer or
      withdrawal of funds on deposit in, or credited to, any Pledged Account and,
      in
      such circumstances, the Collateral Agent may direct the investment, transfer
      or
      withdrawal of funds in the Pledged Accounts without further consent by the
      Company.

     

    Section
      4.07  .
      Reports,
      Certification and Instructions. (a)
      The Collateral
      Agent shall maintain all such accounts, books and records as may be necessary
      to
      properly record all transactions carried out by it under this Agreement. The
      Collateral Agent shall permit the Company and its Affiliates and their
      authorized representatives to examine such accounts, books and records;
provided
      that any such
      examination shall occur upon reasonable notice and during normal business
      hours.

     

    (b)  The
      Collateral
      Agent shall deliver to the Company copies of the account statements for all
      Pledged Accounts (including all subaccounts) for each month. Such account
      statements shall indicate, with respect to each such account, deposits, credits
      and transfers, investments made and closing balances. The Collateral Agent
      shall
      provide any additional information or reports relating to the Pledged Accounts
      and the transactions therein reasonably requested from time to time by the
      Company or any Secured Party.

     

    (c)  Each
      time the
      Company directs the Collateral Agent to make or cause to be made a transfer
      or
      withdrawal from a Pledged Account, it shall be deemed to represent and warrant
      for the benefit of the Collateral Agent and the other Secured Parties that
      such
      transfer or withdrawal is being made in an amount, and shall be applied solely
      for the purposes permitted by, and is and will otherwise be in accordance with,
      this Agreement and the Credit Agreement. Except to the extent any officer or
      officers of the Collateral Agent responsible for the administration of this
      Agreement has actual knowledge to the contrary, the Collateral Agent may
      conclusively rely on, and shall incur no liability in so relying on, any such
      direction.

     

    (d)  Notwithstanding
      any
      provision to the contrary contained in this Agreement, all notices,
      certifications, approvals, directions, instructions or other communication
      given
      to the Collateral Agent with respect to any payments, transfers, credits,
      deposits, withdrawals or investments with respect to, or otherwise relating
      to,
      any Pledged Account, in each case, by the Company or by any other Secured Party
      shall be given in writing, and the Collateral Agent shall not be required to
      take any action with respect to any payments, transfers, credits, deposits,
      withdrawals or investments unless it has received such written instructions
      specifying the date, amount and Pledged Account with respect to which such
      payment, transfer, credit, deposit, withdrawal or investment is to be
      made.

     

    Section
      4.08  .
      Depository
      Bank Undertakings. The
      Depository Bank
      hereby represents and warrants to, and agrees with the Company and the
      Collateral Agent as follows:

     

    (a)  The
      Depository Bank
(i)
      is a securities
      intermediary on the date hereof and (ii)
      so long as this
      Agreement remains in effect and JPMCB remains the Depository Bank hereunder,
      shall remain a securities intermediary, and shall act as such with respect
      to
      the Company, the Collateral Agent, the Pledged Accounts and all of the Account
      Collateral and any other property (including all financial assets and security
      entitlements maintained or carried in the Pledged Accounts) from time to time
      transferred to, credited to, deposited in, or maintained in the Pledged
      Accounts.

     

    (b)  Each
      of the Pledged
      Accounts is, and shall remain, and the Depository Bank shall maintain each
      of
      the Pledged Accounts as, a securities account, with the Collateral Agent (and
      no
      other Person) as the entitlement holder and under the sole dominion and control
      of the Collateral Agent for the ratable benefit of the Collateral Agent and
      the
      other Secured Parties.

     

    (c)  The
      Depository Bank
(i)
      has identified
      (and will continue to identify) the Collateral Agent for the ratable benefit
      of
      the Secured Parties in its records as, and will treat the Collateral Agent
      as
(A)
      the sole Person
      having a security entitlement against the Depository Bank with respect to the
      Pledged Accounts and the Account Collateral from time to time carried in the
      Pledged Accounts, (B)
      the sole
      entitlement holder against the Depository Bank with respect to each of the
      Pledged Accounts, (C)
      the sole Person
      having dominion and control over each of the Pledged Accounts and any and all
      assets, property and items from time to time carried in such Pledged Accounts
      (including cash) and (D)
      the sole Person
      entitled to exercise the rights with respect to the Pledged Accounts; and
(ii)
      has credited and
      will continue to credit such assets, property and items to the Pledged Accounts
      in accordance with written instructions given pursuant to, and the other terms
      and conditions of, this Agreement.

     

    (d)  All
      of the
      property, including Account Collateral and cash, from time to time carried
      in or
      credited to the Pledged Accounts, shall constitute financial assets, and the
      Depository Bank shall treat all such property as financial assets under Article
      8 of the UCC.

     

    (e)  Notwithstanding
      any
      other provision in this Agreement to the contrary, the Depository Bank (i)
      shall
      comply with any and all entitlement orders and other directions originated
      by,
      and only by, the Collateral Agent in respect of the Pledged Accounts and the
      Account Collateral from time to time carried therein without any further consent
      or action by the Company or any other Person and (ii) shall not comply with
      the
      entitlement orders of any other Person.

     

    (f)  The
“securities
      intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC)
      of the Depository Bank is and will continue to be the State of New
      York.

     

    (g)  To
      be binding on
      the Depository Bank, all instructions by the Collateral Agent pursuant to this
      Agreement with respect to the Account Collateral carried in the Pledged Accounts
      must be given to the Depository Bank, and only pursuant to and subject to the
      terms and conditions of this Agreement.

     

    (h)  Anything
      herein to
      the contrary notwithstanding, the Depository Bank will not be required to follow
      any instruction that would violate any Applicable Law, decree, regulation or
      order of any Governmental Authority (including any court or tribunal) or the
      terms of this Agreement.

     

    (i)  The
      Depository Bank
      has not entered into and will not enter into any agreement with any other Person
      relating to the Pledged Accounts or any Pledged Financial Assets credited
      thereto pursuant to which it has agreed or will agree to comply with entitlement
      orders of such Person. The Depository Bank has not entered into any other
      agreement with the Company or any other Person purporting to limit or condition
      the duties of the Depository Bank to comply with entitlement orders originated
      by the Collateral Agent as set forth in Section
      4.08(e).

     

    (j)  The
      Depository Bank
      hereby permanently waives and releases any Lien, right of setoff or other right
      it may have against the Pledged Accounts and any Pledged Financial Assets or
      Pledged Security Entitlements carried in or credited to the Pledged Accounts
      and
      any credit balance or cash in the Pledged Accounts, and agrees that it will
      not
      assert any such Lien or other right in, to or against the Pledged Accounts
      or
      any Pledged Financial Asset or Pledged Security Entitlement carried therein
      or
      credited thereto, or any credit balance or cash in the Pledged
      Accounts.

     

    (k)  The
      Depository Bank
      will send copies of all statements and confirmations for and in respect of
      the
      Pledged Accounts simultaneously to the Company and the Collateral
      Agent.

     

    (l)  All
      securities or
      other property underlying any financial assets consisting of Account Collateral
      deposited in or credited to a Pledged Account shall be registered in the name
      of
      the Depository Bank, endorsed to the Depository Bank or in blank or credited
      to
      another securities account or securities accounts maintained in the name of
      the
      Depository Bank, and in no case will any financial asset consisting of Account
      Collateral deposited in or credited to a Pledged Account be registered in the
      name of the Company, payable to the order of the Company or specially endorsed
      to the Company, except to the extent the foregoing have been specially endorsed
      by the Company to the Depository Bank or in blank.

     

    (m)  If
      any Person
      (other than the Collateral Agent) asserts to the Depository Bank any Lien,
      encumbrance or adverse claim (including any writ, garnishment, judgment, warrant
      of attachment, execution or similar process) against any Account Collateral,
      the
      Depository Bank will as promptly as practicable thereafter notify the Company
      and the Collateral Agent thereof.

     

    Section
      4.09  .
      Force
      Majeure. Neither
      the
      Collateral Agent nor the Depository Bank shall incur any liability for not
      performing any act or fulfilling any obligation hereunder by reason of any
      occurrence beyond its control (including any provision of any present or future
      law or regulation or any act of any Governmental Authority, any act of God,
      war
      or terrorism, or the unavailability of the Federal Reserve Bank wire services
      or
      any electronic communication facility).

     

    Section
      4.10  .
      Clearing
      Agency. The
      Account
      Collateral in the Pledged Accounts may be held by the Collateral Agent directly
      or through any clearing agency or depository including the Federal
      Reserve/Treasury Book-Entry System for United States and federal agency
      securities, and the Depository Trust Company (collectively, the “Clearing
      Agency”).
      The Collateral
      Agent shall not have any responsibility or liability for the actions or
      omissions to act on the part of any Clearing Agency. The Collateral Agent is
      authorized, for any Collateral at any time held hereunder, to register the
      Collateral in the name of one or more of its nominee(s) or the nominee(s) of
      any
      Clearing Agency in which the Collateral Agent has a participant account, and
      such nominee(s) may sign the name of any Credit Party and guarantee such
      signature in order to transfer securities or certify ownership thereof to tax
      or
      other Governmental Authorities.

     

    Section
      4.11  .
      Return of
      Funds to the Company. Upon
      any request by
      the Company following the release of the Transaction Liens in accordance with
      Section 5.07(b), the Collateral Agent shall direct the Depository Bank to,
      and
      the Depository Bank shall promptly pay, transfer and deliver to or to the order
      of the Company all moneys, investments, and other property held in, or credited
      to, the Pledged Accounts, in each case, in accordance with the instructions
      of
      the Company and at the Company’s expense.

     

     

    ARTICLE
      5

    Security
      Interests

     

    Section
      5.01  .
      Grant of
      Security Interests. (a) Each
      Subsidiary
      Grantor hereby grants to the Collateral Agent, for the ratable benefit of the
      Secured Parties, a security interest in such Subsidiary Grantor’s right, title
      and interest in and to the following, in each case, as to each type of property
      described below, whether now owned or hereafter acquired by such Subsidiary
      Grantor, wherever located, and whether now or hereafter existing or arising
      (collectively, the “Security
      Collateral”):

     

    (i)  the
      Initial Pledged
      Equity and the certificates, if any, representing the Initial Pledged Equity,
      and all dividends, distributions, return of capital, cash, instruments and
      other
      property from time to time received, receivable or otherwise distributed in
      respect of, in exchange for, or in conversion of, any or all of the Initial
      Pledged Equity and all subscription warrants, rights or options issued thereon
      or with respect thereto;

     

    (ii)  all
      additional
      shares of stock and other Equity Interests of or in any Pledged Company from
      time to time acquired by such Subsidiary Grantor in any manner (such shares
      and
      other Equity Interests, together with the Initial Pledged Equity, being the
      “Pledged
      Equity”),
      and the
      certificates, if any, representing such additional shares or other Equity
      Interests, and all dividends, distributions, return of capital, cash,
      instruments and other property from time to time received, receivable or
      otherwise distributed in respect of or in exchange for any or all of such
      Pledged Equity and all subscription warrants, rights or options issued thereon
      or with respect thereto;

     

    (iii)  all
      books and
      records of such Grantor pertaining to the Security Collateral;

     

    (iv)  all
      supporting
      obligations, general intangibles and contract rights (including rights under
      limited liability company agreements, limited partnership agreements and any
      other organizational or constituent documents pursuant to which Pledged Equity
      has been issued or which sets out rights with respect thereto), warranties,
      indemnities or guaranties, in each case to the extent relating to, or payable
      in
      respect of, interests in the Security Collateral, and any tort claims (including
      all commercial tort claims) arising in connection with interests in the Security
      Collateral; and

     

    (v)  all
      proceeds of the
      foregoing Security Collateral.

     

    (b)  Each
      Subsidiary
      Grantor hereby grants to the Collateral Agent, for the ratable benefit of the
      Secured Parties, a security interest in such Subsidiary Grantor’s right, title
      and interest in and to the following (but excluding Excluded Subsidiary Grantor
      Assets), in each case, as to each type of property described below, whether
      now
      owned or hereafter acquired by such Subsidiary Grantor, wherever located, and
      whether now or hereafter existing or arising (all such property in which a
      security interest is granted under this Section
      5.01(b)
      being,
      collectively, the “Subsidiary
      Grantor Payment
      Collateral”):

     

    (i)  all
      accounts and
      payment intangibles owing to such Subsidiary Grantor by (A)
      any Pipeline
      Company Borrower or (B)
      any other
      Grantor;

     

    (ii)  all
      instruments
      owing to such Subsidiary Grantor by (A)
      any Pipeline
      Company Borrower or (B)
      any other Grantor;


     

    (iii)  all
      chattel paper
      in respect of obligations payable to such Subsidiary Grantor with respect to
      which the account debtor is (A)
      any Pipeline
      Company Borrower or (B)
      any other Grantor;
      and

     

    (iv)  all
      proceeds of the
      foregoing Subsidiary Grantor Payment Collateral.

     

    Notwithstanding
      the
      foregoing, the Subsidiary Grantor Payment Collateral shall not include,
and
      the Liens created under this Section
      5.01(b)
      shall not
      encumber, (A)
      any (1)
      accounts owing to
      any Exempted Guarantor by the Company, (2)
      payment
      intangibles owing to any Exempted Guarantor by the Company, (3)
      instruments owing
      to any Exempted Guarantor by the Company or (4)
      chattel paper in
      respect of obligations payable to any Exempted Guarantor with respect to which
      the account debtor is the Company, or (B) any Excluded Payment Property of
      any
      Grantor (all of the property described in clause (A) and (B) of this sentence
      being, collectively, the “Excluded
      Subsidiary Grantor Assets”).

     

    (c)  The
      Company hereby
      grants to the Collateral Agent, for the ratable benefit of the Secured Parties,
      a security interest in the Company’s right, title and interest in and to the
      following (but excluding Excluded Payment Property of the Company), in each
      case, as to each type of property described below, whether now owned or
      hereafter acquired by the Company, wherever located, and whether now or
      hereafter existing or arising (all such property in which a security interest
      is
      granted under this Section 5.01(c) being, collectively, the “Company
      Payment Collateral”,
      and together
      with the Subsidiary Grantor Payment Collateral, the “Payment
      Collateral”):

     

    (i)  all
      accounts or
      payment intangibles owing to the Company by (A) any Pipeline Company Borrower
      or
      (B) any Grantor (other than any Grantor that is an Exempted
      Guarantor);

     

    (ii)  all
      instruments
      owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor
      (other than any Grantor that is an Exempted Guarantor); 

     

    (iii)  all
      chattel paper
      in respect of obligations payable to the Company with respect to which the
      account debtor is (A) any Pipeline Company Borrower or (B) any Grantor
      (other than any Grantor that is an Exempted Guarantor); and

     

    (iv)  all
      proceeds of the
      foregoing Company Payment Collateral.

     

    Notwithstanding
      the
      foregoing, the Company Payment Collateral shall not include, and the Liens
      created under this Section 5.01(c) shall not encumber, any Excluded Payment
      Property of the Company.

     

    (d)  Each
      Grantor hereby
      grants to the Collateral Agent, for the ratable benefit of the Secured Parties,
      a security interest in such Grantor’s right, title and interest in and to the
      following, in each case, as to each type of property described below, whether
      now owned or hereafter acquired by such Grantor, wherever located, and whether
      now owned or hereafter existing or arising (collectively, the “Account
      Collateral”):

     

    (i)  the
      Pledged
      Accounts, all Pledged Financial Assets, all Pledged Security Entitlements and
      all property, funds, interest, dividends, distributions, cash, instruments
      and
      other property from time to time carried in or credited to any Pledged Account
      or received, receivable or otherwise distributed in respect of or in exchange
      for any or all of the foregoing, and all certificates and instruments, if any,
      from time to time representing or evidencing the Pledged Accounts;

     

    (ii)  all
      promissory
      notes, certificates of deposit, deposit accounts, checks and other instruments
      delivered (or required to be delivered) to or otherwise possessed by the
      Collateral Agent for or on behalf of such Grantor, including those received
      in
      substitution for or in addition to any or all of the Account
      Collateral;

     

    (iii)  all
      interest,
      dividends, distributions, cash, instruments and other property from time to
      time
      received, receivable or otherwise distributed in respect of or in exchange
      for
      any or all of the Account Collateral;

     

    (iv)  all
      books and
      records of such Grantor pertaining to any of the Account
      Collateral;

     

    (v)  all
      supporting
      obligations, general intangibles, contract rights, warranties, indemnities
      and
      guaranties, in each case to the extent relating to, or payable in respect of,
      the Account Collateral; and

     

    (vi)  all
      proceeds of the
      foregoing Account Collateral.

     

    Section
      5.02  .
      Security for
      Obligations. (a)  In
      the case of each
      Grantor, the security interests granted by such Grantor pursuant to Sections
      5.01(a) through (d) secure the payment and performance of all such Grantor’s
      Secured Obligations, whether now existing or hereafter arising.

     

    (b)  Without
      limiting
      the generality of subsection (a) of this Section
      5.02,
      as to each Grantor, the security interests granted by such Grantor pursuant
      to
      Sections 5.01(a) through (d) secure the payment of all amounts that constitute
      part of such Grantor’s Secured Obligations and would be owed by such Grantor but
      for the fact they are unenforceable or not allowable due to the existence of
      an
      Insolvency Proceeding involving such Grantor.

     

    Section
      5.03  .
      Delivery and
      Control of Collateral. (a)
      All certificates
      or instruments representing or evidencing Security Collateral shall be delivered
      to and held by or on behalf of the Collateral Agent pursuant hereto and shall
      be
      in suitable form for transfer by delivery, or shall be accompanied by duly
      indorsed instruments of transfer or assignment in blank, all in form and
      substance reasonably satisfactory to the Collateral Agent, but excluding checks,
      certificates of title and other similar instruments. If an Event of Default
      has
      occurred and is continuing, the Collateral Agent shall have the right, in its
      discretion and without notice to any Credit Party, to transfer to or to register
      in the name of the Collateral Agent or any of its nominees any or all of the
      Security Collateral, subject only to the revocable rights specified in
Section
      5.08.
      In addition, the Collateral Agent shall have the right at any time to exchange
      certificates or instruments representing or evidencing Security Collateral
      for
      certificates or instruments of smaller or larger denominations.

     

    (b)  With
      respect to any
      Security Collateral in which any Grantor has any right, title or interest and
      that constitutes an uncertificated security, such Grantor will cause the issuer
      thereof to agree in an authenticated record with such Grantor and the Collateral
      Agent that such issuer will comply with instructions with respect to such
      Security Collateral originated by the Collateral Agent without further consent
      of such Grantor, such authenticated record to be in form and substance
      satisfactory to, and to be delivered to, the Collateral Agent. With respect
      to
      any Security Collateral in which any Grantor has any right, title or interest
      and that is not an uncertificated security, upon the request of the Collateral
      Agent, such Grantor will notify each such issuer of Pledged Equity that such
      Pledged Equity is subject to the security interest granted
      hereunder.

     

    (c)  Each
      Grantor shall
      deliver to the Collateral Agent all Payment Collateral pledged by it that
      constitutes instruments or tangible chattel paper, accompanied by duly indorsed
      instruments of transfer or assignment in blank, which instruments of transfer
      or
      assignment shall be in form reasonably satisfactory to the Collateral
      Agent.

     

    Section
      5.04  .
      Further
      Assurances; Etc.. (a)
      Each Grantor
      agrees that from time to time, at the expense of such Grantor, such Grantor
      will
      promptly do, execute, acknowledge, deliver, record, re-record, file, re-file,
      register and re-register any and all such further acts, pledge agreements,
      collateral assignments, account control agreements, financing statements and
      continuations thereof, termination statements, notices of assignment, transfers,
      certificates, assurances and other instruments as the Collateral Agent or the
      Depository Bank may reasonably require from time to time in order to
(i)
      carry out more
      effectively the purposes of the Security Documents with respect to the
      Collateral, (ii)
      to the fullest
      extent permitted by Applicable Law, subject its right, title and interest in
      and
      to the Collateral to the Transaction Liens, (iii)
      perfect and
      maintain the validity and effectiveness of the Security Documents and the
      validity, effectiveness and priority of the Transaction Liens and (iv)
      assure, grant,
      collaterally assign, transfer, preserve, protect and confirm more effectively
      unto the Secured Parties the rights granted or now or hereafter stated to be
      granted to the Secured Parties in respect of the Collateral under any Security
      Document or under any other instrument executed in connection with any Security
      Document to which it is a party. Without limiting the generality of the
      foregoing, each Grantor will promptly with respect to Collateral of such
      Grantor: (A)
      execute or
      authenticate and file such financing or continuation statements, or amendments
      thereto, and such other instruments or notices, as may be necessary or
      desirable, or as the Collateral Agent may request, in order to perfect and
      preserve the Transaction Liens; (B)
      deliver and pledge
      to the Collateral Agent for benefit of the Secured Parties certificates
      representing Security Collateral that constitutes certificated securities,
      accompanied by undated stock powers indorsed in blank, and deliver and pledge
      to
      the Collateral Agent for the benefit of the Secured Parties all tangible chattel
      paper and all instruments constituting Collateral, together with duly indorsed
      instruments of transfer or assignment in blank; (C)
      take all action
      necessary to ensure that the Collateral Agent has control of Collateral, if
      any,
      consisting of deposit accounts, as provided in Section 9-104 of the UCC, control
      of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCC,
      and control of electronic chattel paper as provided in Section 9-105 of the
      UCC;
      and (D)
      deliver to the
      Collateral Agent evidence that all other action that the Collateral Agent may
      reasonably request as necessary or desirable to perfect and preserve Transaction
      Liens has been taken.

     

    (b)  Each
      Grantor hereby
      authorizes the Collateral Agent to file one or more financing or continuation
      statements, and amendments thereto, including one or more financing statements
      indicating that such financing statements cover all right, title and interest
      of
      such Grantor in and to the Collateral, in each case without the signature of
      such Grantor. The Collateral Agent shall provide a copy of each such financing
      statement to each Grantor. A photocopy or other reproduction of this Agreement
      or any financing statement covering the Collateral or any part thereof shall
      be
      sufficient as a financing statement where permitted by law. Each Grantor
      ratifies its authorization for the Collateral Agent to have filed such financing
      statements, continuation statements or amendments filed prior to the date
      hereof.

     

    Section
      5.05  .
      Grantors
      Remain Liable. Anything
      herein to
      the contrary notwithstanding, (a)
      each Grantor shall
      remain liable under any contracts and agreements included in such Grantor’s
      Collateral (including, with respect to Security Collateral, any obligations
      under limited liability company agreements, limited partnership agreements
      and
      any other organizational or constituent documents pursuant to which Pledged
      Equity has been issued or which sets out obligations with respect to Security
      Collateral) to the extent set forth therein to perform all of its duties and
      obligations thereunder to the same extent as if this Agreement had not been
      executed, (b)
      the exercise by
      the Collateral Agent of any of the rights hereunder shall not release any
      Grantor from any of its duties or obligations under the contracts and agreements
      included in the Collateral and (c)
      no Secured Party
      shall have any obligation or liability under the contracts and agreements
      included in the Collateral by reason of this Agreement or any other Security
      Document, nor shall any Secured Party be obligated to perform any of the
      obligations or duties of any Grantor thereunder or to take any action to collect
      or enforce any claim for payment assigned hereunder.

     

    Section
      5.06  .
      Additional
      Equity Interests. (a) Pledged
      Equity.
      Each Grantor
      agrees that (i)
      it will cause each
      Pledged Company the Pledged Equity in which has been pledged by such Grantor
      hereunder, not to issue any Equity Interests or other securities in addition
      to
      or in substitution for the Pledged Equity issued by such Pledged Company, except
      to such Grantor, (ii)
      it will pledge
      hereunder, immediately upon such Grantor’s acquisition (directly or indirectly)
      thereof, any and all additional Equity Interests issued by such Pledged Company,
      and (iii)
      it will cause all
      such Equity Interests issued by such Pledged Company to be certificated
      securities under Article 8 of the UCC and under Article 8 or Chapter 8 of the
      Uniform Commercial Code as in effect in the jurisdiction of organization of
      such
      Pledged Company; provided,
      however,
      that this
Section
      5.06
      shall not limit any Grantor’s rights under Section
      5.07(a)(ii).

     

    (b)  Ownership
      of
      Equity Interests in Grantors.
      The Company
      agrees and covenants that it will at all times own, directly or indirectly,
      100%
      of the outstanding Equity Interests (including all voting, economic and other
      rights associated therewith) in each Grantor, except for the rights of the
      Collateral Agent hereunder with respect to the Equity Interests in any Grantor
      that is a Pledged Company.

     

    (c)  Ownership
      of
      Equity Interests in Pledged Companies.
      Each Grantor
      (including any successor thereto pursuant to a merger or consolidation permitted
      under Section 6.05 of the Credit Agreement) agrees and covenants that (i) it
      will at all times remain a registered organization, as defined in Section
      9-102(70) of the UCC, and (ii) with respect to each Pledged Company in which
      such Grantor has pledged Equity Interests hereunder, such Grantor will at all
      times own directly 100% of the outstanding Equity Interests issued by such
      Pledged Company (including voting, economic and other rights associated
      therewith), except for the rights of the Collateral Agent
      hereunder.

     

    Section
      5.07  .
      Release of
      Collateral.  (a)
      Partial
      Release of Collateral.

     

    (i)  Payments
      out of
      Pledged Accounts.
      Upon any payment
      of amounts out of any Pledged Account (and not deposited into, or transferred
      to, another Pledged Account) to (A)
      the Administrative
      Agent, the Collateral Agent or the Depository Bank in respect of amounts due
      and
      payable hereunder to such Persons or other Secured Parties, (B)
      any Secured Party
      or (C)
      the Company or any
      Restricted Subsidiary (or any other Person designated in writing by the Company
      to the Collateral Agent to receive such payment), in each case in accordance
      with the Security Documents, the Transaction Liens on such amount shall be
      automatically released without further action or consent by the Collateral
      Agent
      or any other Person (including any Secured Party).

     

    (ii)  Release
      of Lien
      on Collateral.
      Upon the
      Disposition of any Collateral in a transaction permitted under the Credit
      Agreement and the other Loan Documents, the Transaction Liens on such Collateral
      shall be automatically released without further action or consent by the
      Collateral Agent or any other Person (including any other Secured
      Party).

     

    (b)  Full
      Release of
      Collateral.
      On the earlier of
(A)
      the Final Payment
      Date or (B)
      the date on which
      the requisite percentage of the Lenders have approved the release of the
      Transaction Liens in accordance with Section 10.02 of the Credit Agreement,
      the
      Transaction Liens shall be fully and automatically released without further
      action by the Collateral Agent or any other Person (including any other Secured
      Party), and all rights to the Collateral shall revert to the applicable
      Grantor.

     

    (c)  Delivery
      of
      Releases and Return of Collateral.
      Upon the release
      of any Transaction Lien pursuant to this Section 5.07, the Collateral Agent
      will, at the applicable Grantor’s expense, (i) execute and deliver to such
      Grantor such release or releases (including Uniform Commercial Code partial
      release or termination statements) as such Grantor shall reasonably request
      to
      evidence such release, and (ii) deliver to the applicable Grantors or their
      designees designated in writing to the Collateral Agent such Collateral,
      including any Assets in the Pledged Accounts and any certificates or instruments
      representing or evidencing any such Collateral that is Security
      Collateral.

     

    Section
      5.08  .
      Voting
      Rights, Dividends, Payments, Etc. (a)
      So long as no
      Event of Default shall have occurred and be continuing:

     

    (i)  each
      Grantor shall
      be entitled to exercise any and all voting and other consensual rights
      pertaining to the Security Collateral (including rights relating to conversion
      or exchange thereof) of such Grantor or any part thereof at any time and for
      any
      purpose; provided
      that such Grantor
      will not exercise or refrain from exercising any such right if such action
      would
      violate this Agreement;

     

    (ii)  except
      as provided
      in Section
      5.08(b),
      each Grantor
      shall be entitled to receive and retain any and all cash dividends, interest
      and
      other cash distributions paid in respect of the Security Collateral of such
      Grantor;

     

    (iii)  each
      Grantor shall
      be entitled to receive and retain all payments made on or in respect of Payment
      Collateral pledged by such Grantor; and

     

    (iv)  the
      Collateral
      Agent will (A)
      execute and
      deliver (or cause to be executed and delivered) to each Grantor all such proxies
      and other instruments as such Grantor may reasonably request for the purpose
      of
      enabling such Grantor to exercise the voting and other rights that it is
      entitled to exercise pursuant to paragraph (i)
      above (including,
      in the case of a conversion or exchange of Pledged Equity, the Collateral
      Agent’s delivering to the Pledged Company, as applicable, on behalf of the
      applicable Grantor, the certificate(s) or instrument(s) representing or
      evidencing any such Collateral for the purpose of effecting the exchange of
      such
      certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and
      to
      receive the dividends, interest or other distributions that it is authorized
      to
      receive and retain pursuant to paragraph (ii)
      above, and
(B)
      with respect to
      Payment Collateral, provide such instructions to account debtors and Persons
      obligated to make payments on instruments as will enable each Grantor to receive
      all payments it is authorized to receive and retain pursuant to paragraph
(iii)
      above. In the
      absence of instructions to vote or exercise other rights, the Collateral Agent
      shall not be obligated and shall incur no liability for its failure to take
      any
      action in respect of such rights.

     

    (b)  The
      Collateral
      Agent shall be entitled to receive (whether or not an Event of Default has
      occurred and is continuing), (i)
      all non-cash
      dividends and distributions (including distributions upon conversion or exchange
      of Security Collateral) paid in respect of Security Collateral, which shall
      be
      held by the Collateral Agent as Security Collateral, and (ii)
      all cash
      dividends, interest and other cash distributions in respect of Security
      Collateral distributed in exchange for, in redemption of, or in connection
      with
      a partial or total liquidation or dissolution or with a reduction of capital,
      capital surplus or paid-in-surplus, which distributions described in this clause
      (ii)
      shall be deposited
      in the Collateral Account and held and administered as Account Collateral,
      provided,
      however,
      that a Credit
      Related Party that receives a dividend from a FERC-Regulated Restricted
      Subsidiary shall not be required to deliver such funds to the Collateral Agent
      so long as (x) such funds are not proceeds of a Mandatory Asset Reduction Event
      and (y) such funds are otherwise transferred to the Company. Each issuer of
      Pledged Equity that is a party to this Agreement agrees to pay and deliver
      all
      dividends, distributions and interest described in this Section
      5.08(b)
      on such Pledged
      Equity directly to the Collateral Agent. With respect to any Pledged Equity
      issued in conversion or exchange of Pledged Equity issued by an issuer that
      is
      not a Pledged Company, the Grantor that has pledged such Pledged Equity shall
      instruct the issuer to deliver directly to the Collateral Agent the Pledged
      Equity so issued in the exchange or conversion. Any and all dividends,
      distributions and interest described in this Section
      5.08(b)
      that are received
      by a Grantor contrary to the provisions of this Section
      5.08(b),
      shall be received
      in trust for the benefit of the Collateral Agent, shall be segregated from
      the
      other property or funds of such Grantor, and shall promptly be delivered or
      paid
      over to the Collateral Agent and held and administered as above provided in
      this
Section
      5.08(b).

     

    (c)  Upon
      the occurrence
      and during the continuance of any Event of Default:

     

    (i)  all
      rights of each
      Grantor to exercise or refrain from exercising the voting and other consensual
      rights that it would otherwise be entitled to exercise pursuant to Section
      5.08(a)(i)
      shall, upon
      delivery by the Collateral Agent to such Grantor of a written notice of such
      Event of Default, cease, and all such rights shall thereupon become vested
      in
      the Collateral Agent, which shall thereupon have the sole right to exercise
      or
      refrain from exercising such voting and other consensual rights; 

     

    (ii)  all
      rights of each
      Grantor to receive the dividends, interest and other distributions that it
      would
      otherwise be authorized to receive and retain pursuant to Section
      5.08(a)(ii)
      shall, upon
      delivery by the Collateral Agent to such Grantor of a written notice of such
      Event of Default, cease, and all such rights shall thereupon become vested
      in
      the Collateral Agent, and any and all such cash dividends, interest and other
      cash distributions received by such Grantor shall be promptly delivered to
      the
      Collateral Agent who shall cause the Depository Bank to deposit same in a
      subaccount of the Cash Collateral Account to be administered in accordance
      with
Section
      4.02(b)(ii)
      as Account
      Collateral. With respect to any issuer of Pledged Equity that is a party to
      this
      Agreement, upon delivery by the Collateral Agent to such issuer of a written
      notice of such Event of Default, such issuer shall thereafter pay and deliver
      all dividends, distributions and interest described in this Section
      5.08(c)(ii)
      directly to the
      Collateral Agent, until such issuer has received written notice from the
      Collateral Agent that such Event of Default no longer exists. Each Grantor
      that
      has granted a security interest in Pledged Equity under this Agreement in an
      issuer that is not a party to this Agreement, agrees to cause such issuer to
      pay
      and deliver all dividends, distributions and interest described in this
Section
      5.08(c)(ii)
      directly to the
      Collateral Agent. Any such dividends, interest and distributions received by
      a
      Grantor contrary to the provisions of this Section
      5.08(c)(ii)
      shall be received
      in trust for the benefit of the Collateral Agent, shall be segregated from
      the
      other funds of such Grantor and shall be promptly paid over to the Collateral
      Agent who shall cause the Depository Bank to deposit same in a subaccount of
      the
      Cash Collateral Account to be administered as above provided in this
Section
      5.08(c)(ii);
      and

     

    (iii)  all
      rights of each
      Grantor to receive the payments on Payment Collateral that it would otherwise
      be
      authorized to receive and retain pursuant to Section
      5.08(a)(iii)
      shall, upon
      delivery by the Collateral Agent to the Grantors and the Pipeline Company
      Borrowers of a written notice of such Event of Default, cease and thereafter
      all
      such payments shall be made by the Grantor or the Pipeline Company Borrower,
      as
      applicable, that is the account debtor or Person obligated to make payment
      on
      such Payment Collateral, directly to the Collateral Agent, who shall cause
      the
      Depository Bank to deposit same in a subaccount of the Cash Collateral Account
      to be administered in accordance with Section
      4.02(b)(ii)
      as Account
      Collateral. Any such payments received by a Grantor contrary to the provisions
      of this Section
      5.08(c)(iii)
      shall be received
      in trust for the benefit of the Collateral Agent, shall be segregated from
      the
      other funds of such Grantor and shall be promptly paid over by such Grantor
      to
      the Collateral Agent who shall cause the Depository Bank to deposit same in
      a
      subaccount of the Cash Collateral Account to be administered in accordance
      with
      this Section
      5.08(c)(iii).

     

    Section
      5.09  .
      The
      Collateral Agent Appointed Attorney-in-Fact. Each
      Grantor hereby
      irrevocably appoints the Collateral Agent such Grantor’s attorney-in-fact, with
      full authority in the place and stead of such Grantor and in the name of such
      Grantor or otherwise, from time to time, in the Collateral Agent’s discretion,
      to take any action and to execute any instrument that the Collateral Agent
      may
      deem necessary or advisable to accomplish the purposes of this Agreement and
      any
      other Security Document with respect to the Collateral and the Collateral
      Agent’s rights and remedies with respect thereto, including:

     

    (a)  to
      ask for, demand,
      collect, sue for, recover, compromise, receive and give acquittance and receipts
      for moneys due and to become due under or in respect of any of the
      Collateral;

     

    (b)  to
      receive, indorse
      and collect any drafts or other instruments, documents and chattel paper, in
      connection with clause (a)
      above;
      and

     

    (c)  to
      file any claims
      or take any action or institute any proceedings that the Collateral Agent may
      deem necessary or desirable for the collection of any of the Collateral or
      otherwise to enforce the rights of the Collateral Agent and any other Secured
      Party with respect to any of the Collateral;

     

    provided
      that the
      Collateral Agent shall not exercise the power and authority granted to it
      pursuant to this Section 5.09 except during such period as a Default has
      occurred and is continuing.

     

    Section
      5.10  .
      Netting of
      Accounts. Notwithstanding
      any
      other provision of this Agreement or the Credit Agreement, so long as no Event
      of Default has occurred and in continuing, any Credit Related Party may reduce
      (through the exercise of set-off or similar rights) the principal amount of
      any
      accounts, payment intangibles, instruments or chattel paper owed by it to
      another Credit Related Party by the amount of any accounts, payment intangibles,
      instruments or chattel paper owed to it or any of its Subsidiaries by such
      other
      Credit Related Party or any Subsidiaries of such other Credit Related
      Party.

     

     

    ARTICLE
      6

    Remedies
      and
      Enforcement

     

    Section
      6.01  .
      Remedies and
      Enforcement.  (a) At
      such time as any
      Event of Default has occurred and is continuing, the Collateral Agent shall
      have
      the right to take such actions as are necessary or appropriate to enforce,
      implement and administer the provisions hereof or of any other Security Document
      that are applicable to any period during which an Event of Default has occurred
      and is continuing, and without limiting the foregoing, the Collateral Agent
      shall have and may exercise, enforce, implement and administer all rights,
      privileges, powers, benefits and remedies granted to or arising in favor of
      the
      Collateral Agent under such provisions with respect to any such Event of
      Default, including in each case referenced above the provisions of Section
      4.02(b)(ii),
4.03(f),
4.05(a),
4.06,
5.03(a),
5.08,
      and 5.09,
      with respect to
      any Net Cash Proceeds constituting Mandatory Asset Reduction Amounts, the
      application or non-application of funds in Pledged Accounts, deposits or
      transfers of funds into or from Pledged Accounts or subaccounts thereof,
      delivery of funds from Pledged Accounts to the Collateral Agent, the right
      to
      direct investments, voting rights with respect to Security Collateral and powers
      of attorney.

     

    (b)  At
      such time as an
      Event of Default has occurred and is continuing, the Collateral Agent shall
      have
      and in its discretion may exercise any or all of the following rights and
      remedies:

     

    (i)  Enforcement
      Actions.
      The Collateral
      Agent may take any Enforcement Action or Enforcement Actions (at such times,
      places and by such methods, as the Collateral Agent shall determine, including
      any actions incidental to carrying out any such Enforcement Action) in order
      to
      enforce the Security Documents and to realize upon the Collateral or, in the
      case of any Insolvency Proceeding against the Company or any of its
      Subsidiaries, seeking to enforce the claims and/or Transaction Liens, including
      claims under the Security Documents.

     

    (ii)  Sale;
      Incidents
      of Sale.
      The Grantors
      agree that, to the extent notice of sale shall be required by Applicable Law
      with respect to the Disposition of any Collateral, at least ten days’ notice to
      the Company of the time and place of any public Disposition or the time after
      which any private Disposition is to be made shall constitute reasonable
      notification. The Collateral Agent shall not be obligated to make any
      Disposition of Collateral regardless of notice of Disposition having been given.
      The Collateral Agent may adjourn any public or private Disposition from time
      to
      time by announcement at the time and place fixed therefor, and such Disposition
      may, without further notice, be made at the time and place to which it was
      so
      adjourned. With respect to any Disposition of any of the Collateral made or
      caused to be made by the Collateral Agent, whether made under the power of
      Disposition hereby given or pursuant to judicial proceedings, to the extent
      permitted by Applicable Law:

     

    (A)  Any
      Secured Party,
      the Company, and any of the Company’s Affiliates (including any Grantor) may bid
      for, and purchase, the Collateral offered for sale, and, upon compliance with
      the terms of sale and Applicable Law, may hold and Dispose of such property;
      and

     

    (B)  Pursuant
      to the
      power of attorney granted under Section
      5.09(a),
      the Collateral
      Agent may, but shall not be obligated to, make all necessary deeds, bills of
      sale and instruments of assignment and transfer covering the Collateral Disposed
      of, and for that purpose the Collateral Agent may execute all necessary deeds,
      bills of sale and instruments of assignment and transfer, and may substitute
      one
      or more Persons with like power.

     

    (iii)  Collateral
      Agent May File Proofs of Claim.
      In case of the
      pendency of any Insolvency Proceeding relative to the Company or any of its
      Subsidiaries or the Collateral, the Collateral Agent (irrespective of whether
      any of the outstanding Secured Obligations shall then be due and payable) shall
      be entitled and empowered (but not obligated), by intervention in such
      proceeding or otherwise, (A)
      to file and prove
      a claim for the whole amount of the Secured Obligations owing and unpaid in
      order to protect the rights of the Secured Parties under the Security Documents
      and with respect to the Collateral, and to file such other papers or documents
      as may be necessary or advisable in order to have the claims of the Collateral
      Agent (including any claim for the reasonable compensation, disbursements and
      advances of the Collateral Agent in its individual or trust capacity and its
      agents and counsel) and of any other Secured Parties in respect of the Security
      Documents and the Collateral allowed in such judicial proceeding and
(B)
      to collect and
      receive any moneys or other property payable or deliverable on any such claims
      and to distribute the same; and any custodian, receiver, assignee, trustee,
      liquidator, sequestrator or other similar official in any such judicial
      proceeding is hereby authorized by each Secured Party to make payments with
      respect to such claims to the Collateral Agent.

     

    (iv)  Collateral
      Agent May Enforce Claims.
      All rights of
      action and claims under this Agreement and the other Security Documents may
      be
      prosecuted and enforced by the Collateral Agent; provided
      that the
      Collateral Agent is also hereby appointed as agent for the other Secured Parties
      for the purposes of protecting their interests in and to any portion of the
      Collateral and under the Security Documents, and the Collateral Agent shall
      take
      such action solely as agent for the Secured Parties.

     

    Section
      6.02  .
      Application
      of Proceeds. If
      an Event of
      Default shall have occurred and be continuing and the Collateral Agent applies
      (i) any cash held in the Pledged Accounts or (ii) the proceeds of any
      Disposition of all or any part of the Collateral, such cash and/or proceeds
      shall be applied to the Secured Obligations in the following order of
      priorities:

     

    first,to
      pay the expenses
      of such Disposition, including reasonable compensation to agents of and counsel
      for the Collateral Agent, and all expenses, liabilities and advances incurred
      or
      made by the Collateral Agent in connection with the Security Documents, and
      any
      other amounts then due and payable to the Collateral Agent in its capacity
      as
      such pursuant to Section 9.01 hereof or Section 10.03 of the Credit
      Agreement;

     

    second,to
      pay the unpaid
      principal of all Borrowings and all unreimbursed LC Disbursements and to Cash
      Collateralize all outstanding Letters of Credit, all ratably until the principal
      of all Borrowings and all unreimbursed LC Disbursements shall have been paid
      in
      full and all Letters of Credit shall have been Cash Collateralized;

     

    third,to
      pay all other
      amounts owed under the Credit Agreement and the other Loan Documents ratably,
      until all such other amounts shall have been paid in full;

     

    fourth,to
      pay all other
      Secured Obligations ratably (or provide for the payment thereof pursuant to
      Section 5.09 of the Credit Agreement), until payment in full of all such other
      Secured Obligations shall have been made (or so provided for); and

     

    finally,to
      pay to the
      relevant Grantor, or as a court of competent jurisdiction may direct, any
      surplus then remaining from the proceeds of the Collateral owned by
      it;

     

    provided
      that Collateral
      owned by a Subsidiary Grantor and any proceeds thereof shall be applied pursuant
      to the foregoing clauses first,
second,
third
      and fourth
      only to the extent
      permitted by the limitation in Section 2.01(b) of the Subsidiary Guarantee
      Agreement. The Collateral Agent may make such distributions hereunder in cash
      or
      in kind or, on a ratable basis, in any combination thereof.

     

    Section
      6.03  .
      Other
      Remedies of Secured Parties. Except
      as the same
      relates to the Collateral or as otherwise expressly prohibited by this Agreement
      or any other Security Document, each Secured Party may exercise any right or
      power, enforce any remedy, give any direction, consent or waiver or make any
      determination, under or in respect of any provision of any Financing Document
      to
      which it is a party. Notwithstanding the foregoing, no Secured Party other
      than
      the Collateral Agent shall have the right to take any Enforcement Action with
      respect to the Collateral, the Parent Guarantee Agreement or the Subsidiary
      Guarantee Agreement or seek to exercise and enforce the Transaction Liens,
      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 the Subsidiary Guarantee Agreement or the Parent Guarantee
      Agreement shall be construed to mean that such a demand is required in order
      to
      cause any obligation under the Subsidiary Guarantee Agreement or the Parent
      Guarantee Agreement to become due and payable, it being understood that
      obligations under the Subsidiary Guarantee Agreement and the Parent Guarantee
      Agreement shall, respectively, become due and payable at such times as they
      become due and payable under the terms of the Subsidiary Guarantee Agreement
      and
      the Parent Guarantee Agreement.

     

     

    ARTICLE
      7

    Depository
      Bank

     

    Section
      7.01  .
      Depository
      Bank. The
      provisions of
      Article 9 of the Credit Agreement shall inure to the benefit of the Depository
      Bank to the same extent as if it were named as an Agent therein.

     

     

    ARTICLE
      8

    [reserved]

     

     

    ARTICLE
      9

    Miscellaneous

     

    Section
      9.01  .
      Indemnity and
      Expenses. (a) Each
      Credit Party
      agrees to indemnify (without duplication), defend and save and hold harmless
      each of the Collateral Agent, the Depository Bank and the Secured Parties and
      each of their Affiliates and their respective officers, directors, employees,
      agents and advisors (each, an “Indemnified
      Party”)
      from and
      against, and 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 (i)
      this Agreement or
      the other Security Documents, or (ii)
      as a result of the
      execution or delivery of this Agreement or the other Security Documents or
      the
      performance by the Credit Parties hereto and thereto of their respective
      obligations hereunder and thereunder, except in each case of clause (i)
      and (ii),
      as to any
      particular Indemnified Party, 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. The indemnification provisions of this Section
      9.01(a)
      are not intended
      to constitute a guaranty of payment of any principal, interest, facility or
      commitment fees, rental or other lease payments, or analogous amounts, under
      any
      Secured Obligations;
      provided
      that nothing in
      this Section
      9.01(a)
      shall limit the
      liability of any Credit Party for the payment of any Secured Obligation, to
      the
      extent such liability arises under any other Financing Document, including
      any
      liability arising under this Agreement.

     

    (b)  Each
      Credit Party
      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 and the other Security Documents, (ii)
      the custody,
      preservation, or the sale of, collection from or other realization upon, any
      of
      the Collateral of such Credit Party, (iii)
      the exercise or
      enforcement of any of the rights of the Collateral Agent or any other Secured
      Party hereunder, or (iv)
      the failure by
      such Credit Party to perform or observe any of the provisions hereof required
      to
      be performed or observed by it.

     

    (c)  The
      indemnities
      provided by the Credit Parties pursuant to this Agreement shall survive the
      expiration, cancellation, termination or modification of this Agreement or
      the
      other Security Documents, the resignation or removal of the Collateral Agent,
      Depository Bank or Secured Parties and the provision of any subsequent or
      additional indemnity by any Person.

     

    (d)  All
      amounts due
      under this Section
      9.01
      shall be payable not later than 30 days after the delivery of written demand
      to
      the Company therefor.

     

    Section
      9.02  .
      Amendments;
      Waivers, Etc. No
      amendment,
      modification or waiver of any provision of this Agreement or any other Security
      Document, and no consent with respect to any departure by the Collateral Agent,
      any other Secured Party or any Credit Party herefrom or therefrom, shall be
      effective unless the same shall be in writing and signed by the Credit Parties
      and the Collateral Agent in accordance with the Credit Agreement. Any such
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given.

     

    Section
      9.03  .
      Security
      Interest Absolute and Waivers. (a)  The
      obligations of
      each Credit Party under or in respect of this Agreement or any other Security
      Document to which such Credit Party is a party are independent of the Secured
      Obligations or any other obligations of any other Credit Party under or in
      respect of the Financing Documents, and a separate action or actions may be
      brought and prosecuted by the Collateral Agent against each Credit Party to
      enforce this Agreement or any other Security Document to which such Credit
      Party
      is a party, irrespective of whether any action is brought against the Company
      or
      any other Credit Party or whether the Company or any other Credit Party is
      joined in any such action or actions. All rights of the Collateral Agent and
      the
      other Secured Parties and the Liens granted by the Grantors hereunder, and
      all
      obligations of each Credit Party hereunder, shall be unaffected by, and each
      Credit Party hereby irrevocably waives (to the maximum extent permitted by
      applicable law) any defenses to its obligations under the Security Documents
      that it may now have or may hereafter acquire, which defenses in any way relate
      to, any or all of the following:

     

    (i)  any
      lack of
      validity or enforceability of any Financing Document or any other agreement
      or
      instrument relating thereto;

     

    (ii)  any
      change in the
      time, manner or place of payment of, or in any other term of, all or any of
      the
      Secured Obligations or any other obligations of any Credit Party under or in
      respect of the Financing Documents or any other amendment or waiver of or any
      consent to any departure from any Financing Document, including any increase
      in
      the Secured Obligations resulting from the extension of additional credit to
      any
      Credit Party or any of its Subsidiaries or otherwise;

     

    (iii)  any
      Condemnation,
      exchange, release or non-perfection of any Collateral or any other collateral,
      or any release, amendment or waiver of, or consent to, or departure from any
      Guaranty of all or any of the Secured Obligations;

     

    (iv)  any
      manner of
      application of any Collateral or any other collateral, or proceeds thereof,
      to
      all or any of the Secured Obligations, or any manner of sale or other
      disposition of any Collateral or any other collateral for all or any of the
      Secured Obligations or any other obligations of any Credit Party under or in
      respect of the Financing Documents or any other assets of any Credit Party
      or
      any of its Subsidiaries;

     

    (v)  any
      change,
      restructuring or termination of the corporate structure or existence of any
      Credit Party or any of its Subsidiaries;

     

    (vi)  any
      failure of any
      Secured Party to disclose to any Credit Party any information relating to the
      business, condition (financial or otherwise), operations, performance, assets,
      nature of assets, liabilities or prospects of any other Credit Party now or
      hereafter known to such Secured Party (each Credit Party waiving any duty on
      the
      part of the Secured Parties to disclose such information);

     

    (vii)  the
      failure of any
      other Person to execute or deliver this Agreement or any other Security
      Document, guaranty or agreement or the release or reduction of liability of
      any
      Credit Party or other grantor or surety with respect to the Secured Obligations;
      or

     

    (viii)  any
      other
      circumstance (including any statute of limitations) or any existence of or
      reliance on any representation by any Secured Party that might otherwise
      constitute a defense available to, or a discharge of, such Credit Party or
      any
      other Credit Party or third party grantor of a secured interest, but
      specifically excluding any defense or discharge arising as a result of
      performance or indefeasible payment.

     

    (b)  This
      Agreement
      shall continue to be effective or be reinstated, as the case may be, if at
      any
      time any payment of any of the Secured Obligations is rescinded or must
      otherwise be returned by any Secured Party or by any other Person upon the
      insolvency, bankruptcy or reorganization of any Credit Party or otherwise,
      all
      as though such payment had not been made.

     

    (c)  Each
      Credit Party
      hereby unconditionally and irrevocably waives promptness, diligence, notice
      of
      acceptance, presentment, demand for performance, notice of nonperformance,
      default, notice of intent to accelerate, acceleration, protest or dishonor
      and
      any other notice with respect to any of the Secured Obligations and this
      Agreement or any other Security Document to which such Credit Party is a party
      and any requirement that any Secured Party protect, secure, perfect or insure
      any Lien or any property subject thereto or exhaust any right or take any action
      against any Credit Party or any other Person or any Collateral.

     

    (d)  Each
      Credit Party
      hereby unconditionally and irrevocably waives any right to revoke this Agreement
      or any other Security Document to which such Credit Party is a party and
      acknowledges that this Agreement or any other Security Document to which such
      Credit Party is a party is continuing in nature and applies to all Secured
      Obligations, whether existing now or in the future.

     

    (e)  Each
      Credit Party
      hereby unconditionally and irrevocably waives (i)
      any defense
      arising by reason of any claim or defense based upon an election of remedies
      by
      the Collateral Agent that in any manner impairs, reduces, releases or otherwise
      adversely affects the subrogation, reimbursement, exoneration, contribution
      or
      indemnification rights of such Credit Party or other rights of such Credit
      Party
      to proceed against any other Credit Party, any other guarantor or any other
      Person or any Collateral and (ii)
      any defense based
      on any right of set-off or counterclaim against or in respect of the obligations
      of such Credit Party hereunder.

     

    (f)  Each
      Credit Party
      and each of the Secured Parties confirms that it is the intention of all such
      Persons that this Agreement, the other Security Documents and the obligations
      of
      each Credit Party hereunder or thereunder do not constitute a fraudulent
      transfer or fraudulent conveyance for purposes of the Bankruptcy Code, the
      Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
      similar foreign, federal or state law to the extent applicable to this
      Agreement, any other Security Document and the obligations of each Credit Party
      hereunder or thereunder or in connection with any Insolvency Proceeding in
      respect of any Credit Party. To effectuate the foregoing intention, the
      Collateral Agent, the other Secured Parties and the Subsidiary Grantors hereby
      irrevocably agree that the obligations of each Subsidiary Grantor under this
      Agreement and the other Security Documents at any time shall not exceed the
      maximum amount as will result in the obligations of such Subsidiary Grantor
      under this Agreement and the other Security Documents not constituting a
      fraudulent transfer or fraudulent conveyance (after giving effect to Section
      2.02 of the Subsidiary Guarantee Agreement).

     

    (g)  Each
      Credit Party
      acknowledges that it will receive substantial direct and indirect benefits
      from
      the financing arrangements contemplated by the Security Documents and that
      the
      waivers set forth in this Section
      9.03
      are knowingly made in contemplation of such benefits.

     

    Section
      9.04  .
      Notices; Etc.
(a) Except
      in the case
      of notices and other communications expressly permitted to be given by telephone
      (and subject to paragraph (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 Company,
      any Pipeline Borrower or the Collateral Agent, to it at its address specified
      in
      or pursuant to Section 10.01 of the Credit Agreement;

     

    (ii)  if
      to any Grantor,
      to it c/o the Company at the address specified in or pursuant to clause
(i)
      above;

     

    (iii)  if
      to the
      Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust
      Services, 4 New York Plaza, 21st Floor, New York, New York 10004, Attention
      of
      Linda Ramos-McCollum (Telecopy No. (212) 623-6168.

     

    (b)  Notices
      and other
      communications among the Secured Parties, the Collateral Agent and/or the
      Depository Bank hereunder may be delivered or furnished by electronic
      communications.
      The
      Administrative Agent or a 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
      9.04
      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
      9.05  .
      Continuing
      Security Interest; Assignments. This
      Agreement and
      each other Security Document shall create a continuing security interest in
      the
      Collateral and shall (a)
      remain in full
      force and effect until terminated in accordance with its terms, (b)
      be binding upon
      each Credit Party, its successors and assigns and (c)
      inure, together
      with the rights and remedies of the Collateral Agent hereunder, to the benefit
      of the Secured Parties and their respective successors, transferees and assigns.
      Without limiting the generality of the foregoing clause (c),
      each Secured
      Party may assign, sell or otherwise transfer all or any portion of its rights
      and obligations in respect of any Secured Obligations held by it to any other
      Person, and such other Person shall thereupon become vested with all the
      benefits in respect thereof granted to such Secured Party herein or otherwise,
      in each case subject to the Financing Documents.

     

    Section
      9.06  .
      [Reserved].

     

    Section
      9.07  .
      Execution in
      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
      9.08  .
      Severability.
If
      any provision of
      this Agreement shall be invalid, illegal or unenforceable, then to the extent
      permitted by law, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      9.09  .
      Integration.
This
      Agreement and
      the other Financing Documents represent the agreement of the parties hereto
      with
      respect to the subject matter hereof, and there are no promises, undertakings,
      representations or warranties by any party relative to subject matter hereof
      not
      expressly set forth or referred to herein or in the other Financing
      Documents.

     

    Section
      9.10  .
      No
      Partnership. Nothing
      contained
      in this Agreement and no action by any Secured Party is intended to constitute
      or shall be deemed to constitute the Secured Parties (or any of them) a
      partnership, association, joint venture or other entity.

     

    Section
      9.11  .
      No Reliance.
No
      Secured Party
      has relied on any representation or warranty of any other Secured Party with
      respect to this Agreement and the transactions contemplated hereunder unless
      such representation or warranty has been set forth expressly in this
      Agreement.

     

    Section
      9.12  .
      Release.
      On
      the date hereof,
      without further action by any party to this Agreement or the Existing Security
      Agreement, each of the Released Parties shall cease to be a Subsidiary Grantor
      under the Existing Security Agreement, and shall not be deemed a Subsidiary
      Grantor under this Agreement.

     

    Section
      9.13  .
      No
      Impairment. Nothing
      in this
      Agreement is intended or shall be construed to impair, diminish or otherwise
      adversely affect any other rights the Secured Parties may have or may obtain
      against the Company, any other Credit Party or any other Person.

     

    Section
      9.14  .
      Equitable
      Remedies. Each
      party to this
      Agreement acknowledges that the breach by it of any of the provisions of this
      Agreement is likely to cause irreparable damage to the other party. Therefore,
      the relief to which any party shall be entitled in the event of any such breach
      or threatened breach shall include, but not be limited to, a mandatory
      injunction for specific performance, injunctive or other judicial relief to
      prevent a violation of any of the provisions of this Agreement, damages and
      any
      other relief to which it may be entitled at law or in equity.

     

    Section
      9.15  .
      Remedies.
(a)
      Other than as
      stated expressly herein, no remedy herein conferred upon the Collateral Agent
      or
      any other Secured Party is intended to be exclusive of any other remedy and
      each
      and every such remedy shall be cumulative and shall be in addition to every
      other remedy given under this Agreement or the other Financing Documents, or
      now
      or hereafter existing at law or in equity or by statute or
      otherwise.

     

    (b)  As
      between the
      Credit Parties and each Secured Party, it is agreed that the amounts payable
      by
      the Company at any time in respect of the Secured Obligations shall be a
      separate and independent debt and each Secured Party shall be entitled, subject
      to Section
      6.03,
      to protect and enforce its rights arising out of the Financing Documents to
      which it is a party and its right, pursuant to the terms of any Financing
      Document to which it is a party, to cancel or suspend its commitments thereunder
      and to accelerate the maturity of any of the Secured Obligations, in each case
      in accordance with the applicable Financing Documents, and, except as aforesaid,
      it shall not be necessary for any other Secured Party to consent to, or be
      joined as an additional party in, any proceedings for such
      purposes.

     

    (c)  In
      case the
      Collateral Agent shall have proceeded to enforce any right, remedy or power
      under this Agreement or any other Security Document and the proceeding for
      the
      enforcement thereof shall have been discontinued or abandoned for any reason
      or
      shall have been determined adversely to the Collateral Agent, then and in every
      such case the Credit Parties and the Secured Parties shall, subject to any
      effect of or determination in such proceeding, severally and respectively be
      restored to their former positions and rights under this Agreement or any other
      Security Document and thereafter all rights, remedies and powers of the Secured
      Parties shall continue as though no such proceeding had been taken.

     

    Section
      9.16  .
      Limitations.
(a)
      The obligations,
      liabilities or responsibilities of any party hereunder shall be limited to
      those
      obligations, liabilities or responsibilities expressly set forth and attributed
      to such party pursuant to this Agreement or otherwise applicable under
      Applicable Law.

     

    (b)  In
      no event shall
      any Secured Party be liable for, and each of the Credit Parties hereby agrees
      not to assert any claim against any Secured Party, on any theory of liability,
      for consequential, incidental, indirect, punitive or special damages arising
      out
      of or otherwise relating to this Agreement, the other Financing Documents,
      any
      of the transactions contemplated herein or therein, or the actual or proposed
      use of the proceeds of any Loan, Letter of Credit or Secured Hedging
      Agreement.

     

    Section
      9.17  .
      Survival.
Notwithstanding
      anything in this Agreement to the contrary, Sections 9.01,
9.17,
9.19,
9.20
      and 9.21
      shall survive any
      termination of this Agreement. In addition, each representation and warranty
      made or deemed to be made hereunder shall survive the Effective
      Date.

     

    Section
      9.18  .
      [Reserved]. 

     

    Section
      9.19  .
      Jurisdiction,
      Etc. (a)
      Each of the
      parties 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
      for the Southern District of New York, and any appellate court from any thereof,
      in any action or proceeding by the Collateral Agent or any Secured Party arising
      out of or relating to this Agreement or any of the other Security Documents
      to
      which it is a party or under which it is a beneficiary, 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 court or, to the fullest 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 any Secured Party may
      otherwise have to bring any action or proceeding relating to this Agreement,
      the
      Security Documents or any of the other Financing Documents in the courts of
      any
      jurisdiction.

     

    (b)  Each
      of the parties
      irrevocably and unconditionally waives, to the fullest extent it may legally
      and
      effectively do so, any objection that 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 or any of the other Security Documents to which it is a party in
      any
      court referred to in paragraph (a)
      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.

     

    (c)  Each
      party to this
      Agreement irrevocably consents to service of process in any action or proceeding
      referred to in this Section 9.19 by the mailing thereof by certified mail,
      return receipt requested, addressed as provided in Section
      9.04(a),
      with a copy
      thereof to the “General Counsel” of such Person at such same address. Each
      Grantor 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 such Grantor and its property service
      of
      copies of the summons and complaint and any other process which may be served
      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 Security
      Documents or any other Financing Documents. Such service may be made by
      delivering a copy of such process to the relevant Grantor 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
      relevant Grantor’s address specified pursuant to Section
      9.04(a),
      and each Grantor
      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
      9.20  .
      GOVERNING
      LAW. THIS
      AGREEMENT
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    Section
      9.21  .
      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.

     

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed
      and delivered by its officer thereunto duly authorized as of the date first
      above written.

     

    
      	
              THE
                COMPANY

            	
              EL
                PASO
                CORPORATION

            
	 	 
	 	
              By:
                /S/ JOHN
                HOPPER

            
	 	
              Name:
                John
                Hopper 

            
	 	
              Title:
                Vice
                President

            


    

    


    
      	
              PIPELINE
                COMPANY BORROWERS:

            	
              COLORADO
                INTERSTATE GAS COMPANY

            
	 	 
	 	
              By:
                /S/ JOHN
                HOPPER 

            
	 	
              Name:
                John
                Hopper

            
	 	
              Title:
                Vice
                President

            


    

    


    
      	
              EL
                PASO
                NATURAL GAS COMPANY

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    
      	
              TENNESSEE
                GAS
                PIPELINE COMPANY

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    
      	
              SUBSIDIARY
                GRANTORS:

            	
              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:

            	
              ANR
                PIPELINE
                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 CNG
                COMPANY, 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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              COLLATERAL
                AGENT:

            	
              JPMORGAN
                CHASE BANK, N.A., as Collateral Agent

            
	 	 
	 	
              By:
                /S/ JAMES
                M. FOLEY

            
	 	
              Name:
                James
                M. Foley

            
	 	
              Title:
                Assistant Vice President

            


    

    


    
      	
              DEPOSITORY
                BANK:

            	
              JPMORGAN
                CHASE BANK, N.A., as Depository Bank

            
	 	 
	 	
              By:
                /S/ JAMES
                M. FOLEY 

            
	 	
              Name:
                James
                M. Foley

            
	 	
              Title:
                Assistant Vice President

            


    

    



    SCHEDULE
      I

     

    


     

    SUBSIDIARY
      GRANTORS

     

    


     

    El
      Paso CNG Company, L.L.C.

     

    El
      Paso EPNG Investments, L.L.C.

     

    El
      Paso Noric Investments III, L.L.C.

     

    El
      Paso Tennessee Pipeline Co.

     

    El
      Paso TGPC Investments, L.L.C.