Exhibit 10.A


     

    EXHIBIT
      10.A

    
CONFORMED
      COPY 


     

     

    
 

    AMENDED
      AND
      RESTATED

     

    CREDIT
      AGREEMENT

     

    dated
      as
      of

     

    July
      31,
      2006

     

    among

     

    EL
      PASO
      CORPORATION,

     

    COLORADO
      INTERSTATE GAS COMPANY,

     

    EL
      PASO
      NATURAL GAS COMPANY and

     

    TENNESSEE
      GAS PIPELINE COMPANY,

     

    as
      Borrowers

     

    


     

    The
      Lenders Party
      Hereto

     

    and

     

    JPMORGAN
      CHASE BANK, N.A.,

     

    as
      Administrative
      Agent and Collateral Agent

     

    ___________________________

     

    BANK
      OF
      AMERICA, N.A. and CREDIT SUISSE,

     

    as
      Co-Syndication
      Agents

     

    CITICORP
      NORTH AMERICA, INC., N.A. and ABN AMRO BANK N.V.,

     

    as
      Co-Documentation
      Agents

     

    J.P.
      MORGAN
      SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC.,


     

    as
      Joint
      Bookrunners and Co-Lead Arrangers

     

    



    TABLE
      OF
      CONTENTS

     

    
      	
               Page
                

            


    

    
      ARTICLE
        1

      DEFINITIONS

      


      
        	
                 SECTION 

              	
                1.01.

              	
                Defined
                  Terms

              	
                1

              
	
                 SECTION 

              	
                1.02. 

              	
                Classification
                  of Loans and Borrowings

              	
                24

              
	
                 SECTION

              	
                1.03.

              	
                Terms
                  Generally

              	
                24

              
	
                SECTION

              	
                1.04.

              	
                Accounting
                  Terms; GAAP

              	
                25

              


      

      


      ARTICLE
        2

      THE
        CREDITS

      


      
        	
                 SECTION 

              	
                2.01.

              	
                Commitments

              	
                25

              
	
                 SECTION 

              	
                2.02.

              	
                Loans
                  and
                  Borrowings

              	
                26

              
	
                 SECTION 

              	
                2.03.

              	
                Request
                  for Borrowings

              	
                26

              
	
                 SECTION 

              	
                2.04.

              	
                Letters
                  of Credit

              	
                27

              
	
                 SECTION 

              	
                2.05.

              	
                Funding
                  of Borrowings

              	
                32

              
	
                 SECTION 

              	
                2.06.

              	
                Interest
                  Elections

              	
                32

              
	
                 SECTION 

              	
                2.07.

              	
                Optional
                  and Mandatory Termination and Reduction of
                  Commitments

              	
                34

              
	
                 SECTION 

              	
                2.08.

              	
                Repayment
                  of Loans; Evidence of Debt

              	
                34

              
	
                 SECTION 

              	
                2.09.

              	
                Optional
                  and Mandatory Prepayment of Loans

              	
                35

              
	
                 SECTION 

              	
                2.10.

              	
                Fees

              	
                36

              
	
                 SECTION 

              	
                2.11.

              	
                Interest

              	
                37

              
	
                 SECTION 

              	
                2.12.

              	
                Alternate
                  Rate of Interest

              	
                38

              
	
                 SECTION 

              	
                2.13.

              	
                Increased
                  Costs

              	
                38

              
	
                 SECTION 

              	
                2.14.

              	
                Break
                  Funding Payments

              	
                40

              
	
                 SECTION 

              	
                2.15.

              	
                Taxes

              	
                40

              
	
                 SECTION 

              	
                2.16.

              	
                Payments
                  Generally, Pro Rata Treatment; Sharing of Set-Offs

              	
                41

              
	
                 SECTION 

              	
                2.17.

              	
                Mitigation
                  Obligations; Replacement of Lenders

              	
                43

              
	
                 SECTION 

              	
                2.18.

              	
                Deposit
                  Account

              	
                44

              


      

      


      ARTICLE
        3

      CONDITIONS

      


      
        	
                 SECTION 

              	
                3.01.

              	
                Effective
                  Date; Conditions to Initial Credit Event

              	
                48

              
	
                 SECTION 

              	
                3.02.

              	
                Each
                  Credit Event

              	
                50

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        4

      REPRESENTATIONS
        AND
        WARRANTIES

      


      
        	
                 SECTION 

              	
                4.01.

              	
                Organization;
                  Power

              	
                51

              
	
                 SECTION 

              	
                4.02. 

              	
                Authorization

              	
                51

              
	
                 SECTION 

              	
                4.03. 

              	
                Governmental
                  Approvals; No Conflicts

              	
                52

              
	
                 SECTION 

              	
                4.04. 

              	
                Binding
                  Obligation; Enforceability

              	
                52

              
	
                 SECTION 

              	
                4.05. 

              	
                Financial
                  Condition

              	
                52

              
	
                 SECTION 

              	
                4.06. 

              	
                Compliance
                  with Laws and Agreements

              	
                53

              
	
                 SECTION 

              	
                4.07. 

              	
                Litigation

              	
                53

              
	
                 SECTION 

              	
                4.08. 

              	
                Taxes

              	
                53

              
	
                 SECTION 

              	
                4.09. 

              	
                Properties

              	
                53

              
	
                 SECTION 

              	
                4.10. 

              	
                ERISA

              	
                54

              
	
                 SECTION 

              	
                4.11.

              	
                Investment
                  Company Act

              	
                54

              
	
                 SECTION 

              	
                4.12. 

              	
                Federal
                  Reserve Regulation

              	
                54

              
	
                 SECTION 

              	
                4.13. 

              	
                Collateral

              	
                54

              
	
                 SECTION 

              	
                4.14. 

              	
                Solvency

              	
                55

              
	
                 SECTION 

              	
                4.15. 

              	
                Environmental
                  Matters

              	
                55

              
	
                 SECTION 

              	
                4.16. 

              	
                Insurance

              	
                55

              
	
                 SECTION 

              	
                4.17. 

              	
                Disclosure

              	
                55

              
	
                 SECTION 

              	
                4.18.

              	
                Subsidiaries

              	
                55

              


      

       

      ARTICLE
        5

      AFFIRMATIVE
        COVENANTS

       

      
        	
                 SECTION 

              	
                5.01.

              	
                Preservation
                  of Existence

              	
                56

              
	
                 SECTION 

              	
                5.02. 

              	
                Compliance
                  with Laws

              	
                56

              
	
                 SECTION 

              	
                5.03. 

              	
                Visitation
                  Rights

              	
                56

              
	
                 SECTION 

              	
                5.04. 

              	
                Books
                  and
                  Records

              	
                56

              
	
                 SECTION 

              	
                5.05. 

              	
                Maintenance
                  of Properties

              	
                56

              
	
                 SECTION 

              	
                5.06. 

              	
                Maintenance
                  of Insurance

              	
                56

              
	
                 SECTION 

              	
                5.07. 

              	
                Security
                  Interests in Collateral

              	
                57

              
	
                 SECTION 

              	
                5.08.

              	
                Reporting
                  Requirements

              	
                57

              
	
                 SECTION 

              	
                5.09

              	
                Cash
                  Collateral for Secured Hedging Agreements

              	
                59

              
	
                 SECTION 

              	
                5.10.

              	
                Collateral
                  Reporting

              	
                60

              


      

       

      ARTICLE
        6

      NEGATIVE
        COVENANTS

      


      
        	
                 SECTION 

              	
                6.01.

              	
                Liens

              	
                60

              
	
                 SECTION 

              	
                6.02. 

              	
                Financial
                  Covenants

              	
                61

              
	
                 SECTION 

              	
                6.03. 

              	
                Debt

              	
                62

              
	
                 SECTION 

              	
                6.04. 

              	
                Disposition
                  of Property or Assets

              	
                62

              
	
                 SECTION 

              	
                6.05. 

              	
                Mergers

              	
                64

              
	
                 SECTION 

              	
                6.06. 

              	
                Use
                  of
                  Proceeds

              	
                65

              
	
                 SECTION 

              	
                6.07. 

              	
                Transactions
                  with Affiliates

              	
                65

              
	
                 SECTION 

              	
                6.08.

              	
                Restrictive
                  Agreements

              	
                65

              


      

       

      ARTICLE
        7

      EVENTS
        OF
        DEFAULT

      


      


      ARTICLE
        8

      COMPANY
        GUARANTEE

       

      
        	
                 SECTION 

              	
                8.01.

              	
                Company
                  Guarantee

              	
                69

              
	
                 SECTION 

              	
                8.02. 

              	
                No
                  Subrogation

              	
                70

              
	
                 SECTION 

              	
                8.03. 

              	
                Amendments,
                  etc. with respect to the Obligations

              	
                70

              
	
                 SECTION 

              	
                8.04. 

              	
                Guarantee
                  Absolute and Unconditional

              	
                71

              
	
                 SECTION 

              	
                8.05. 

              	
                Reinstatement

              	
                72

              


      

       

      ARTICLE
        9

      THE
        AGENTS

      


      


      ARTICLE
        10


      MISCELLANEOUS

       

      
        	
                 SECTION 

              	
                10.01.

              	
                Notices

              	
                74

              
	
                 SECTION 

              	
                10.02. 

              	
                Waivers;
                  Amendments

              	
                75

              
	
                 SECTION 

              	
                10.03. 

              	
                Expenses;
                  Indemnity; Damage Waiver

              	
                78

              
	
                 SECTION 

              	
                10.04. 

              	
                Successors
                  and Assigns

              	
                79

              
	
                 SECTION 

              	
                10.05. 

              	
                Survival

              	
                83

              
	
                 SECTION 

              	
                10.06.

              	
                Counterparts;
                  Integration; Effectiveness

              	
                84

              
	
                 SECTION 

              	
                10.07.

              	
                Severability

              	
                84

              
	
                 SECTION 

              	
                10.08.

              	
                Right
                  of
                  Setoff

              	
                84

              
	
                 SECTION 

              	
                10.09.

              	
                Governing
                  Law; Jurisdiction; Consent to Service of Process

              	
                84

              
	
                 SECTION 

              	
                10.10.

              	
                Waiver
                  Of
                  Jury Trial

              	
                85

              
	
                 SECTION 

              	
                10.11.

              	
                Headings

              	
                86

              
	
                 SECTION 

              	
                10.12.

              	
                Confidentiality

              	
                86

              
	
                 SECTION 

              	
                10.13.

              	
                Security
                  Agreement

              	
                87

              
	
                 SECTION 

              	
                10.14.

              	
                Amendment
                  and Restatement and Continuing Effect

              	
                87

              
	
                 SECTION 

              	
                10.15.

              	
                USA
                  Patriot Act

              	
                87

              
	
                 SECTION 

              	
                10.16.

              	
                Releases

              	
                88

              


      

      


      


      SCHEDULES:

       

      
        	 	
                Schedule

              	
                1

              	
                Lender
                  Commitments

              
	 	
                Schedule

              	
                2

              	
                Letter
                  of
                  Credit Commitments

              
	 	
                Schedule

              	
                3

              	
                Pricing
                  Schedule

              
	 	
                Schedule

              	
                4.05

              	
                Disclosure
                  Update

              
	 	
                Schedule

              	
                4.15

              	
                Environmental
                  Matters

              
	 	
                Schedule

              	
                4.18

              	
                Subsidiaries

              
	 	
                Schedule

              	
                6.08

              	
                Existing
                  Restrictive Agreements

              
	 	
                Schedule

              	
                10.16(a)

              	
                Released
                  Subsidiary Guarantors

              


      

      


      


      EXHIBITS:

      


      
        	 	
                Exhibit
                  A

              	
                Form
                  of
                  Assignment and Assumption Agreement

              
	 	
                Exhibit
                  B

              	
                Form
                  of
                  Borrowing Request

              
	 	
                Exhibit
                  C

              	
                Form
                  of
                  Note

              
	 	
                Exhibit
                  D

              	
                Form
                  of
                  Security Agreement

              
	 	
                Exhibit
                  E-1

              	
                Form
                  of
                  Parent Guarantee Agreement

              
	 	
                Exhibit
                  E-2

              	
                Form
                  of
                  Subsidiary Guarantee Agreement

              
	 	
                Exhibit
                  F-1

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

              
	 	
                Exhibit
                  F-2

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

              
	 	
                Exhibit
                  G

              	
                Form
                  of
                  Process Agent Letter

              
	 	
                Exhibit
                  H

              	
                Acceptable
                  Subordination Provisions

              


      

      


      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    AMENDED
      AND
      RESTATED CREDIT AGREEMENT
      dated as of July
      31, 2006, 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”),
      the several
      banks and other financial institutions from time to time parties to this
      Agreement (the “Lenders”),
      and
JPMORGAN
      CHASE BANK, N.A.
      (“JPMCB”),
      as
      administrative agent (in such capacity, the “Administrative
      Agent”)
      and as
      collateral agent (in such capacity, the “Collateral
      Agent”).

     

    W
      I T N E S
      S E T H :

     

    WHEREAS,
      the Company, CIG,
      EPNGC, TGPC, the Administrative Agent and certain of the Lenders are parties
      to
      the Amended and Restated Credit Agreement (as the same has been amended,
      supplemented and modified, the “Existing
      Facility”)
      dated as of
      November 23, 2004 (the “Original
      Effective Date”);

     

    WHEREAS,
      certain of the
      borrowers under the Existing Facility have requested that the Existing Facility
      be amended and restated in its entirety as more fully set forth
      herein;

     

    WHEREAS,
      the Lenders (who
      constitute the “Majority Lenders” as defined in the Existing Facility) and the
      Administrative Agent are willing to so amend and restate the Existing Facility,
      on the terms and subject to the conditions set forth in this
      Agreement;

     

    NOW,
      THEREFORE,
      in consideration
      of the premises and the mutual covenants contained herein, the parties hereto
      hereby agree that, on the Effective Date, the Existing Facility shall be amended
      and restated in its entirety as follows:

     

     

    ARTICLE
      1

    Definitions

     

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

     

    “ABR”,
      when used in
      reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
      comprising such Borrowing, are bearing interest at a rate determined by
      reference to the Alternate Base Rate.

     

    “Acceptable
      Subordination Provisions”
means
      subordination provisions substantially in the form of Exhibit H hereto or
      otherwise acceptable to the Administrative Agent.

     

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

     

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

     

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

     

    “Affiliate”
means,
      with
      respect to a specified Person, another Person that directly, or indirectly
      through one or more intermediaries, Controls or is Controlled by or is under
      common Control with the Person specified.

     

    “Agents”
means
      the
      Administrative Agent, the Collateral Agent, the Co-Syndication Agents, the
      Co-Documentation Agents and the Lead Arrangers.

     

    “Agreement”
means
      the
      Existing Facility, as amended and restated by this Amended and Restated Credit
      Agreement, as amended, supplemented or otherwise modified from time to
      time.

     

    “Alternate
      Base Rate”
means,
      for any
      day, a rate per annum equal to the greatest of (a) the Prime Rate in effect
      on
      such day and (b) the Federal Funds Effective Rate in effect on such day plus
1⁄2
of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate
      or the Federal Funds Effective Rate shall be effective from and including the
      effective date of such change in the Prime Rate or the Federal Funds Effective
      Rate, respectively.

     

    “Alternate
      Program”
means
      any program
      providing for the sale or other Disposition of trade or other receivables
      entered into by the Company or a Subsidiary of the Company on terms (a)
      substantially similar to the proposed Receivables Purchase Agreement with BNP
      Paribas, New York Branch, as initial managing agent, delivered to the
      Administrative Agent prior to the date hereof, whether or not such agreement
      shall then be in effect (as modified to comply with relevant policies of the
      Financial Accounting Standards Board or similar policies or guidelines from
      time
      to time in effect), or (b) otherwise customary for similar transactions on
      substantially similar terms as reasonably determined by the Administrative
      Agent.

     

    “ANR”
means
      ANR
      Pipeline Company, a Delaware corporation.

     

    “ANR
      Company”
means
      American
      Natural Resources Company, a Delaware corporation.

     

    “ANR
      Holding”
means
      El Paso ANR
      Investments, L.L.C., a Delaware limited liability company.

     

    “ANR
      Indenture”
means
      the
      Indenture dated as of March 5, 2003 between ANR and The Bank of New York, as
      trustee, governing ANR’s 8-7/8%
      Notes due 2010,
      as in effect on the Effective Date.

     

    “Applicable
      Maturity Date”
means
      (i) with
      respect to Deposit Loans or Deposit Letters of Credit, the Deposit Maturity
      Date
      and (ii) with respect to Revolving Loans or Revolving Letters of Credit, the
      Revolving Maturity Date.

     

    “Applicable
      Percentage”
means
      (i) with
      respect to a Deposit Lender, its Deposit Percentage and (ii) with respect to
      a
      Revolving Lender, its Revolving Percentage.

     

    “Applicable
      Rate”
means,
      for any
      day, with respect to any (i) Revolving Commitment or Revolving Loan, the
      applicable rate specified in the Pricing Schedule or (ii) Deposit Loan that
      is
      (a) an ABR Loan, the rate equal to 1.00% per annum or (b) a Eurodollar Loan,
      the
      rate equal to 2.00% per annum.

     

    “Approved
      Fund”
has
      the meaning
      assigned to such term in Section
      10.04.

     

    “Assets”
means,
      with
      respect to any Person, all or any part of its business, property, rights,
      interests and assets, both tangible and intangible (including Equity Interests
      in any Person), wherever situated.

     

    “Assignment
      and Assumption”
means
      an
      assignment and assumption entered into by a Lender and an assignee (with the
      consent of any party whose consent is required by Section
      10.04),
      and accepted by
      the Administrative Agent, in the form of Exhibit
      A
      or any other form approved by the Administrative Agent.

     

    “Benchmark LIBO
      Rate”
has
      the meaning
      set forth in Section
      2.18(d).

     

    “Board
      of
      Directors”
means
      with
      respect to any Person the Board of Directors or equivalent governing body of
      such Person as it may be constituted from time to time.

     

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

     

    “Borrower”
means
      the Company
      and each Pipeline Company Borrower, as applicable.

     

    “Borrowing”
means
      Loans of
      the same Class and Type to the same Borrower, made, converted or continued
      on
      the same date and, in the case of Eurodollar Loans, as to which a single
      Interest Period is in effect.

     

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

     

    “Business
      Day”
means
      any day
      that is not a Saturday, Sunday or other day on which commercial banks in New
      York City are authorized or required by law to remain closed; provided
      that, when used in
      connection with a Eurodollar Loan, the term “Business
      Day”
shall
      also
      exclude any day on which banks are not open for dealings in dollar deposits
      in
      the London interbank market.

     

    “Business
      Entity”
means
      a
      partnership, limited partnership, limited liability partnership, corporation
      (including a business trust), limited liability company, unlimited liability
      company, joint stock company, trust, unincorporated association, joint venture
      or other entity.

     

    “Capital
      Lease Obligations”
of
      any Person
      means the obligations of such Person to pay rent or other amounts under any
      lease of (or other arrangement conveying the right to use) real or personal
      property, or a combination thereof, which obligations are required to be
      classified and accounted for as a capital lease on a balance sheet of such
      Person under GAAP, and the amount of such obligations at any time shall be
      the
      capitalized amount thereof at such time determined in accordance with
      GAAP.

     

    “Cash
      Collateral Account”
has
      the meaning
      assigned to such term in the Security Agreement.

     

    “Cash
      Collateralize”
means
      (a) with
      respect to any LC Exposure, to deposit in the Cash Collateral Account, in the
      name of the Collateral Agent and for the benefit of the applicable Lenders,
      an
      amount in cash equal to 105% of such LC Exposure as of such date plus any
      accrued and unpaid interest thereon and (b) with respect to Secured Hedging
      Agreements, to deposit in the Excess Cash Account an amount in cash as provided
      in Section
      5.09.
      

     

    “Cash
      Equivalents”
means
      (a)
      marketable direct obligations issued or unconditionally guaranteed by the United
      States Government or issued by any agency thereof and backed by the full faith
      and credit of the United States, in each case maturing within one year from
      the
      date of acquisition thereof; (b) marketable direct obligations issued by any
      state of the United States of America or any political subdivision of any such
      state or any public instrumentality thereof maturing within one year from the
      date of acquisition thereof and, at the time of acquisition, having the highest
      rating obtainable from either S&P or Moody’s; (c) certificates of deposit or
      banker’s acceptances maturing within one year from the date of acquisition
      thereof issued by (x) any Lender, or (y) any commercial bank organized under
      the
      laws of the United States of America or any state thereof or the District of
      Columbia having combined capital and surplus of not less than $500,000,000
      (any
      such Lender or bank, a “Qualifying
      Lender”);
      (d) eurodollar
      time deposits having a maturity of less than one year purchased directly from
      any Lender (whether such deposit is with such Lender or any other Lender
      hereunder) or issued by any Qualifying Lender; (e) repurchase agreements and
      reverse repurchase agreements with a term of not more than 14 days with any
      Qualifying Lender relating to marketable direct obligations issued or
      unconditionally guaranteed by the United States; and (f) money market funds
      that
      (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment
      Company Act of 1940, (ii) invest solely in the assets described in clauses
      (a)
      through (e) above and (iii) have portfolio assets of at least
      $5,000,000,000.

     

    “Casualty
      Event”
means
      an event
      that causes any property of a Credit Party or a Restricted Subsidiary to be
      damaged, destroyed or rendered unfit for normal use for any reason
      whatsoever.

     

    “CGMI”
means
      Citigroup
      Global Markets Inc.

     

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

     

    “CIG”
has
      the meaning
      assigned to such term in the preamble hereof.

     

    “Citibank”
means
      Citibank,
      N.A.

     

    “CNA”
means
      Citicorp
      North America, Inc. 

     

    “Class”
(a)
      when used
      with respect to Lenders, refers to whether such Lenders are Deposit Lenders
      or
      Revolving Lenders, (b) when used with respect to Commitments, refers to whether
      to such Commitments are Deposit Commitments or Revolving Commitments, (c) when
      used with respect to Loans or a Borrowing, refers to whether such Loans, or
      the
      Loans comprising such Borrowing, are Deposit Loans or Revolving Loans and (d)
      when used with respect to Letters of Credit (or related LC Disbursements or
      LC
      Exposure), refers to whether such Letters of Credit (or the related LC
      Disbursements or LC Exposure) are Deposit Letters of Credit or Revolving Letters
      of Credit.

     

    “CLO”
has
      the meaning
      assigned to such term in Section
      10.04.

     

    “Co-Documentation
      Agents”
means
      CNA and ABN
      AMRO N.V., in their capacity as co-documentation agents.

     

    “Co-Syndication
      Agents”
means
      Bank of
      America, N.A. and Credit Suisse, in their capacity as co-syndication
      agents.

     

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

     

    “Collateral”
has
      the meaning
      assigned to such term in the Security Agreement.

     

    “Collateral
      Account”
has
      the meaning
      assigned to such term in the Security Agreement.

     

    “Collateral
      Agent”
has
      the meaning
      assigned to such term in the Security Agreement.

     

    “Collateral
      Permitted Liens”
means
      Liens (a)
      for Taxes or other obligations or requirements owing to or imposed by
      Governmental Authorities existing or having priority, as applicable, by
      operation of law, in each case either (i) not yet overdue or (ii) being
      contested in good faith by appropriate proceedings by the Company or any of
      its
      Subsidiaries, as the case may be, provided
      that adequate
      reserves with respect to such contested Taxes or other obligations or
      requirements are maintained on the books of the Company or the applicable
      Subsidiary of the Company, as the case may be, to the extent required by and
      in
      conformity with GAAP, and no enforcement action shall have been taken toward
      foreclosure on the Collateral pursuant to such Liens; (b) for judgments or
      orders that do not constitute an Event of Default under paragraph (g) of
Article
      7;
      (c)
      created under the Security Documents; or (d) in existence on the Effective
      Date.

     

    “Commitment”
means
      a Deposit
      Commitment or a Revolving Commitment (as the context requires).

     

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

     

    “Condemnation”
means
      the taking,
      by right of eminent domain, or a conveyance in lieu thereof, of property of
      a
      Credit Party or a Restricted Subsidiary.

     

    “Consolidated
      EBITDA”
means,
      with
      respect to any Person for the applicable period, the sum (without duplication
      and determined as to such Person and its consolidated Subsidiaries on a
      consolidated basis) of (i) earnings before interest, taxes on income,
      depreciation and amortization (exclusive of extraordinary items and gains or
      losses on sales of assets outside the ordinary course of business), plus
      (ii) any
      nonrecurring noncash charges deducted in the determination of clause (i),
plus
      or minus
      (iii) any charge
      or credit related to mark-to-market provisions for derivatives exposures
plus
      (iv) the net cash
      received for any put options entered into for the purpose of mitigating the
      commodity price risk of the hydrocarbon production owned by the Company or
      any
      of its Subsidiaries, minus
      (v) cash payments
      during such period not deducted in the determination of clause (i) on account
      of
      charges or reserves taken in a prior period, minus
      (vi) income of
      entities accounted for on the equity method, plus
      (vii)
      distributions of cash to such Person or any of its consolidated Subsidiaries
      by
      any entity accounted for on the equity method, provided
      that the aggregate
      amount included pursuant to this clause (vii) during the term of this Agreement
      shall not exceed the aggregate amount excluded pursuant to clause (vi) in
      respect of periods commencing on or after January 1, 2004, plus
      (viii) for
      purposes of determining the Consolidated EBITDA of any Pipeline Company
      Borrower, all non-recurring losses or expenses deducted from the determination
      of earnings for such period to the extent such losses or expenses were funded
      from capital contributions from any holder of Equity Interests in such Person
      plus
      (ix) for any
      period, the amount of insurance proceeds received in such period or determined
      by such Person in such period to be receivable in a future period, but not
      to
      exceed the amount by which Consolidated EBITDA for such period or any prior
      period is reduced on account of the loss to which such insurance proceeds
      relate; provided
      that if such
      Person or any of its Subsidiaries shall have consummated any material
      acquisition or Disposition during such period, Consolidated EBITDA shall be
      determined on a pro forma basis as if such acquisition or Disposition had
      occurred on the first day of such period. For all purposes hereunder, the
      calculation of Consolidated EBITDA of the Company or EPNGC shall not include
      or
      reflect any effect of the settlement relating to the Western energy crisis
      that
      was entered into on or about June 23, 2003.

     

    “Contingent
      Guaranty”
has
      the meaning
      assigned to such term in the definition of the term “Guaranty” contained in this
Section
      1.01.

     

    “Control”
means,
      at any
      time of determination, the possession, directly or indirectly, at such time,
      of
      the power to direct or cause the direction of the management or policies of
      a
      Person, whether through the ability to exercise voting power, by contract or
      otherwise. “Controlling”
and
“Controlled”
have
      meanings
      correlative thereto.

     

    “Covered
      Asset”
means
      any Asset
      owned by a Restricted Subsidiary that is not a Project Financing Subsidiary,
      the
      Disposition of which is subject to subclause (i)
      or (ii)
      of Section
      2.14(b).

     

    “Credit
      Contact”
has
      the meaning
      assigned to such term in clause (ii)(D)
      of Section
      10.04(b).

     

    “Credit Exposure”
means
      a Deposit
      Exposure or a Revolving Exposure (as the context requires).

     

    “Credit
      Party”
means
      each
      Borrower and each Guarantor.

     

    “Credit
      Party Guarantee”
means
      (a) the
      Subsidiary Guarantee Agreement, (b) the Guaranty of the Company set forth in
      Article
      8
      in
      favor of the Administrative Agent for the ratable benefit of the Lenders and
      (c)
      the Parent Guarantee Agreement, in each case, as the same may be amended,
      modified, or replaced from time to time.

     

    “Credit
      Related Party”
means
      each
      Borrower, each Guarantor and each Restricted Subsidiary that is not a Project
      Financing Subsidiary.

     

    “Debt”
means,
      as to any
      Person, all Indebtedness of such Person other than (a) any Project Financing
      of
      such Person, (b) in the case of the Company or a Subsidiary of the Company,
      any
      liabilities of the Company or such Subsidiary, as the case may be, under any
      Alternate Program, or any document executed by the Company or such Subsidiary,
      as the case may be, in connection therewith, (c) in the case of the Company
      or a
      Subsidiary of the Company, any obligations of the Company or a Subsidiary of
      the
      Company with respect to lease payments for the headquarters building of the
      Company located in Houston, Texas, (d) to the extent paid on or prior to the
      fifth Business Day after the due date therefor, the aggregate amount of all
      LC
      Disbursements that have not yet been reimbursed by or on behalf of such Person
      and all unpaid, non-contingent obligations of such Person to reimburse a bank
      or
      other Person in respect of amounts paid under a letter of credit or similar
      instrument, and (e) in the case of the Company, those items included as
“securities of consolidated subsidiaries” (or analogous line item) as listed in
      the consolidated balance sheet of the Company as of December 31, 2005, and
      regardless of any change thereafter in accounting treatment thereof, so long
      as
      the terms and conditions of any financing associated with any such items
      referred to in this clause (e) (or successive extensions or refinancings
      thereof) are not amended so as to become more restrictive to the Company or
      its
      Subsidiaries than the terms and conditions of this Agreement.

     

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

     

    “Deposit”
means,
      with
      respect to each Deposit Lender at any time, the amounts actually on deposit
      in
      the Deposit Account to the credit of such Lender’s Deposit Sub-Account at such
      time.

     

    “Deposit
      Account”
has
      the meaning
      set forth in Section
      2.18(a).

     

    “Deposit
      Availability Period”
means
      the period
      from and including the Effective Date to but excluding the earlier of the
      Deposit Maturity Date and the date of termination of the Deposit
      Commitments.

     

    “Deposit
      Commitment”
means,
      with
      respect to each Deposit Lender, the commitment of such Deposit Lender to make
      Deposit Loans and to acquire participations in Deposit Letters of Credit
      hereunder, as such commitment may be (a) reduced from time to time pursuant
      to
Section
      2.07
      and (b) reduced or increased from time to time pursuant to assignments by or
      to
      such Lender pursuant to Section
      10.04.
      The initial amount of each Deposit Lender’s Deposit Commitment is set forth on
Schedule
      1
      or in the Assignment and Assumption pursuant to which such Deposit Lender shall
      have assumed its Deposit Commitment, as applicable. The initial aggregate amount
      of the Deposit Commitments is $500,000,000. 

     

    “Deposit
      Exposure”
means,
      with
      respect to any Deposit Lender at any time, (i) the amount of such Lender’s
      Deposit Commitment, if the Deposit Commitments are still in existence, or (ii)
      if the Deposit Commitments have terminated or expired, the amount of its Deposit
      Outstandings. 

     

    “Deposit
      Issuing Bank”
means
      JPMCB in
      its capacity as the Issuing Bank in respect of Deposit Letters of
      Credit.

     

    “Deposit
      Lender”
means
      a Lender
      with Deposit Exposure.

     

    “Deposit
      LC
      Exposure”
means,
      at any
      time, the sum of (a) the aggregate undrawn amount of all outstanding Deposit
      Letters of Credit at such time plus (b) the aggregate amount of all LC
      Disbursements in respect of Deposit Letters of Credit that have not yet been
      reimbursed by or on behalf of the Borrowers at such time, whether directly
      through any Borrowing, or otherwise. The Deposit LC Exposure of any Deposit
      Lender at any time shall be its Deposit Percentage of the total Deposit LC
      Exposure at such time.

     

    “Deposit
      Letter of Credit”
means
      any letter
      of credit issued by the Deposit Issuing Bank pursuant to this Agreement,
      including, after the Effective Date, all Existing Deposit Letters of
      Credit.

     

    “Deposit
      Loan”
means
      a Loan made
      pursuant to Section
      2.01(b).

     

    “Deposit
      Maturity Date”
means
      July 31,
      2011.

     

    “Deposit
      Outstandings”
means,
      with
      respect to any Deposit Lender at any time, the aggregate outstanding amount
      of
      such Lender’s Deposit Loans and its Deposit LC Exposure at such
      time.

     

    “Deposit
      Percentage”
means,
      with
      respect to any Deposit Lender, the percentage of the total Deposit Exposures
      represented by such Lender’s Deposit Exposure.

     

    “Deposit
      Return”
has
      the meaning
      set forth in Section
      2.18(d).

     

    “Deposit Sub-Account”
has
      the meaning
      set forth in Section
      2.18(a).

     

    “Disposition”
means
      with
      respect to any asset or property of any Person, any sale, transfer or other
      disposition of ownership thereof by such Person, including any casualty with
      respect thereto or condemnation thereof or foreclosure thereon (but shall not
      include the granting or existence of a Lien permitted hereunder, or the granting
      or existence of any other encumbrance not prohibited hereunder, with respect
      thereto, or the issuance by such Person of indebtedness or equity).
“Dispose”
shall
      have a
      correlative meaning. For the avoidance of doubt, the issuance of (i) Equity
      Interests (x) by the Company or (y) by any of the Company’s Subsidiaries to the
      Company or any of its other Subsidiaries or (ii) Debt by the Company or any
      of
      its Subsidiaries, in each case that is not prohibited under the Credit Agreement
      shall not constitute a Disposition.

     

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

     

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

     

    “El
      Paso
      CNG”
means
      El Paso CNG
      Company, L.L.C., a Delaware limited liability company.

     

    “El
      Paso
      Tennessee”
means
      El Paso
      Tennessee Pipeline Co., a Delaware corporation.

     

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

     

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

     

    “EPNG
      Holding”
means
      El Paso
      EPNG Investments, L.L.C., a Delaware limited liability company.

     

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

     

    “Equity
      Interests”
means
      (i) any
      capital stock, partnership, joint venture, member or limited liability or
      unlimited liability company interest, beneficial interest in a trust or similar
      entity, or other equity interest in another Person of whatever nature, and
      (ii)
any
      warrants, options or other rights to acquire such stock or interests.

     

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

     

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

     

    “Eurodollar”,
      when used in
      reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
      comprising such Borrowing, are bearing interest at a rate determined by
      reference to the Adjusted LIBO Rate.

     

    “Event
      of
      Default”
has
      the meaning
      assigned to such term in Article
      7.

     

    “Excess
      Amount”
has
      the meaning
      assigned to such term in Section
      5.09.

     

    “Excess
      Cash
      Account”
has
      the meaning
      assigned to such term in the Security Agreement.

     

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

     

    “Exempted
      Guarantor”
means
      each of El
      Paso CNG and El Paso Tennessee.

     

    “Existing
      Facility”
has
      the meaning
      set forth in the recitals hereof.

     

    “Existing
      Deposit Letters of Credit”
means
      the Deposit
      Letters of Credit (as such term is defined under the Existing Facility)
      outstanding as of the Effective Date under the Existing Facility.

     

    “Existing
      Letters of Credit”
means
      the
      Existing Deposit Letters of Credit and Existing Revolving Letters of
      Credit.

     

    “Existing
      Revolving Letters of Credit”
means
      the
      Revolving Letters of Credit (as such term is defined under the Existing
      Facility) outstanding as of the Effective Date under the Existing Facility.
      

     

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

     

    “Fee
      Letters”
means
      (i) the
      Letter Agreement dated as of June 15, 2006, among the Company, JPMorgan, JPMCB,
      CGMI and CNA and (ii) the Letter Agreement dated as of June 15, 2006, between
      the Company and the Collateral Agent.

     

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

     

    “FERC-Regulated
      Restricted Subsidiary”
means
      any
      Restricted Subsidiary whose principal business purpose is the ownership of
      and
      operation of assets and properties, including without limitation natural gas
      pipelines, that are subject to regulations promulgated by FERC.

     

    “Final
      Payment Date”
means
      the date on
      which all Loans, interest, fees and other amounts (other than obligations for
      taxes, costs, indemnifications, reimbursements and damages in respect of which
      no assertion of liability (whether oral or written) and no claim or demand
      for
      payment (whether oral or written) has been made (and, in the case of obligations
      for indemnification, no notice for indemnification has been issued by the
      indemnitee) at such time) payable by any Borrower hereunder or under any Note
      shall have been paid, all LC Disbursements shall have been reimbursed, no Lender
      shall have any Commitment (including any LC Commitment) hereunder and all
      Letters of Credit shall have expired or terminated.

     

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

     

    “Financing
      Document”
has
      the meaning
      assigned such term in the Security Agreement.

     

    “Foreign
      Lender”
means
      any Lender
      that is organized under the laws of a jurisdiction other than the United States
      of America, any State thereof or the District of Columbia.

     

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

     

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

     

    “Guarantor”
means
      each of the
      Company and the Subsidiary Guarantors.

     

    “Guaranty”,
“Guaranteed”
and
“Guaranteeing”
each
      means any
      act by which any Person assumes, guarantees, endorses or otherwise incurs direct
      or contingent liability in connection with, or agrees to purchase or otherwise
      acquire or otherwise assures a creditor against loss in respect of, any Debt
      or
      any Project Financing of any Person (other than any such liability existing
      on
      the Original Effective Date in respect of Debt or Project Financing of the
      Company or any of its consolidated Subsidiaries outstanding on the Original
      Effective Date or any extensions or renewals thereof that do not increase the
      liability of such Person)(excluding (a) any liability by endorsement of
      negotiable instruments for deposit or collection or similar transactions in
      the
      ordinary course of business, (b) any liability in connection with obligations
      of
      the Company or any of its consolidated Subsidiaries, including obligations
      under
      any conditional sales agreement, equipment trust financing or equipment lease,
      and (c) any such act in connection with a Project Financing that either (i)
      guarantees to the provider of such Project Financing or any other Person
      performance of the acquisition, improvement, installation, design, engineering,
      construction, development, completion, maintenance or operation of, or otherwise
      affects any such act in respect of, all or any portion of the project that
      is
      financed by such Project Financing or performance by a Project Financing
      Subsidiary of certain obligations to Persons other than the provider of such
      Project Financing, except during any period, and then only to the extent, that
      such guaranty is a guaranty of payment of such Project Financing (other than
      a
      guaranty of payment of the type referred to in subclause (ii) below) or (ii)
      is
      contingent upon, or the obligation to pay or perform under which is contingent
      upon, the occurrence of any event other than or in addition to the passage
      of
      time or any Project Financing becoming due (any such act referred to in this
      clause (c) being a “Contingent
      Guaranty”)).

     

    “Guaranty
      Reduction Event”
means,
      with
      respect to any Disposition, merger, consolidation or liquidation, the occurrence
      of a reduction of the amount (comparing such amount available immediately prior
      to giving effect to the applicable Disposition, merger, consolidation or
      liquidation with such amount available immediately after giving effect to such
      Disposition, merger, consolidation or liquidation) of the aggregate maximum
      liability under Sections 2.01(a) and (b) of the Subsidiary Guarantee Agreement
      with respect to the Credit Parties involved in the applicable Disposition,
      merger, consolidation or liquidation.

     

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

     

    “Hedging
      Agreement”
means
      any
      interest rate swap agreement, interest rate cap agreement, interest rate collar
      agreement or interest rate insurance, foreign exchange contract, currency swap
      or option agreement, forward contract or any other similar agreement or
      arrangement designed to alter the risks of any Person arising from fluctuations
      in interest rates or currency values.

     

    “Indebtedness”
of
      any Person
      means, without duplication (a) indebtedness of such Person for borrowed money,
      (b) obligations of such Person (other than any portion of any trade payable
      obligation of such Person which shall not have remained unpaid for 91 days
      or
      more from the original due date of such portion) to pay the deferred purchase
      price of property or services, and (c) Capital Lease Obligations of such
      Person.

     

    “Indemnified
      Taxes”
means
      Taxes other
      than Excluded Taxes.

     

    “Interest
      Election Request”
means
      a request
      by a Borrower to convert or continue a Borrowing in accordance with Section
      2.06.

     

    “Interest
      Payment Date”
means
      (a) with
      respect to any ABR Loan, the last day of each March, June, September and
      December, and (b) with respect to any Eurodollar Loan, the last day of the
      Interest Period applicable to the Borrowing of which such Loan is a part and,
      in
      the case of a Eurodollar Borrowing with an Interest Period of more than three
      months’ duration, each day prior to the last day of such Interest Period that
      occurs at intervals of three months’ duration after the first day of such
      Interest Period.

     

    “Interest
      Period”
      means, with
      respect to any Eurodollar Borrowing, the period commencing on the date of such
      Borrowing, or on the last day of the immediately preceding Interest Period
      therefor, as applicable, and ending on the numerically corresponding day in
      the
      calendar month that is one, two, three or six months thereafter, as the
      applicable Borrower may elect; provided,
      that (a) if any
      Interest Period would end on a day other than a Business Day, such Interest
      Period shall be extended to the next succeeding Business Day unless such next
      succeeding Business Day would fall in the next calendar month, in which case
      such Interest Period shall end on the next preceding Business Day and (b) any
      Interest Period that commences on the last Business Day of a calendar month
      (or
      on a day for which there is no numerically corresponding day in the last
      calendar month of such Interest Period) shall end on the last Business Day
      of
      the last calendar month of such Interest Period.

     

    “Issuing
      Bank”
means
      the Deposit
      Issuing Bank or any Revolving Issuing Bank. Each Issuing Bank may, in its
      discretion, arrange for one or more Letters of Credit to be issued by Affiliates
      of such Issuing Bank acceptable to the Company, in which case the term “Issuing
      Bank” shall include any such Affiliate with respect to Letters of Credit issued
      by such Affiliate.

     

    “JPMCB”
has
      the meaning
      assigned to such term in the preamble hereof.

     

    “JPMorgan”
means
      J.P. Morgan
      Securities Inc.

     

    “LC
      Commitment”
means,
      with
      respect to each Issuing Bank, the commitment of such Issuing Bank to issue
      Letters of Credit hereunder, as such commitment may be reduced or increased
      from
      time to time in accordance with Section
      10.02(b).
      The initial
      amount of each Issuing Bank’s LC Commitment is set forth on Schedule
      2,
      or in the documentation pursuant to which such Issuing Bank shall have assumed
      its LC Commitment, as applicable. 

     

    “LC
      Disbursement”
means
      a payment
      made by an Issuing Bank pursuant to a Letter of Credit issued by such Issuing
      Bank.

     

    “LC
      Exposure”
means
      Deposit LC
      Exposure or Revolving LC Exposure or both.

     

    “Lead
      Arrangers”
means
      JPMorgan
      and CGMI, in their capacity as Joint Lead Arrangers and Joint
      Bookrunners.

     

    “Lenders”
means
      the Persons
      listed on Schedule
      1
      and any other Person that shall have become a party hereto pursuant to an
      Assignment and Assumption, other than any such Person that ceases to be a party
      hereto pursuant to an Assignment and Assumption.

     

    “Letter
      of
      Credit”
means
      a Deposit
      Letter of Credit or a Revolving Letter of Credit.

     

    “LIBO
      Rate”
means,
      with
      respect to
      any Interest
      Period, the rate per annum equal to the British Bankers Association LIBOR Rate
      (“BBA
      LIBOR”)
      from Telerate
      Successor Page 3750, as published by Reuters (or other commercially available
      source providing quotations of BBA LIBOR as designated by the Administrative
      Agent from time to time for purposes of providing quotations of interest rates
      applicable to dollar deposits in the London interbank market) at approximately
      11:00 a.m., London time, two Business Days prior to the commencement of such
      Interest Period, as the rate for dollar deposits with a maturity comparable
      to
      such Interest Period. In the event that such rate is not available at such
      time
      for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing
      for such Interest Period shall be the rate at which dollar deposits of
      $5,000,000 and for a maturity comparable to such Interest Period are offered
      by
      the principal London office of the Administrative Agent in immediately available
      funds in the London interbank market at approximately 11:00 a.m., London time,
      two Business Days prior to the commencement of such Interest
      Period.

     

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

     

    “Loans”
means
      the Deposit
      Loans and the Revolving Loans.

     

    “Loan
      Documents”
means,
      collectively, this Agreement, the Security Agreement, the Subsidiary Guarantee
      Agreement, the Parent Guarantee Agreement, the other Security Documents, any
      Letter of Credit, the Notes (as applicable), and any other agreement entered
      into in connection with the transactions contemplated by this
      Agreement.

     

    “Majority
      Class Lenders”
means,
      at any
      time, with respect to Lenders of any Class, Lenders having more than 50% of
      the
      aggregate Credit Exposures of such Class at such time.

     

    “Majority
      Lenders”
means,
      at any
      time, Lenders having more than 50% of the aggregate Credit Exposures at such
      time.

     

    “Mandatory
      Asset Reduction Amount”
      means:

     

    (a)  with
      respect to a
      Mandatory Asset Reduction Event described in clause (a) of the definition
      thereof, 100% of the Net Cash Proceeds thereof;

     

    (b)  with
      respect to a
      Mandatory Asset Reduction Event described in clause (b) of the definition
      thereof, (i)
      if such
      Mandatory Asset Reduction Event does not occur concurrently with, or during
      the
      pendency of, an Event of Default, an amount equal to 80% of the Net Cash
      Proceeds thereof, or (ii) if such Mandatory Asset Reduction Event occurs
      concurrently with, or during the pendency of, an Event of Default, an amount
      equal to 100% of the Net Cash Proceeds thereof;

     

    (c)  with
      respect to a
      Mandatory Asset Reduction Event described in clause (c) of the definition
      thereof, (i)
      if such
      Mandatory Asset Reduction Event does not occur concurrently with, or during
      the
      pendency of, an Event of Default, an amount equal to 80% of the cash dividend
      or
      other distribution described in clause (c) of the definition of “Mandatory Asset
      Reduction Event”, or (ii) if such Mandatory Asset Reduction Event occurs
      concurrently with, or during the pendency of, an Event of Default, an amount
      equal to 100% of such cash dividend or other distribution; and

     

    (d)  with
      respect to a
      Mandatory Asset Reduction Event described in clause (d) of the definition
      thereof, (i)
      if such
      Mandatory Asset Reduction Event does not occur concurrently with, or during
      the
      pendency of, an Event of Default, an amount equal to 80% of the portion of
      the
      Net Cash Proceeds thereof that is not either (x) paid to the applicable
      Restricted Subsidiary’s Parent (or to such Parent’s designee) as a cash dividend
      or distribution or (y) invested in Qualified Investments within the time period
      required pursuant to such clause (d), or (ii) if such Mandatory Asset Reduction
      Event occurs concurrently with, or during the pendency of, an Event of Default,
      an amount equal to 100% of the Net Cash Proceeds thereof.

     

    “Mandatory
      Asset Reduction Event”
      means:

     

    (a) the
      receipt by the
      Company or any Subsidiary Guarantor or its designee of Net Cash Proceeds from
      any Disposition of Collateral;

     

    (b) with
      respect to any
      Restricted Subsidiary that is a Guarantor, the receipt by such Restricted
      Subsidiary or its designee of Net Cash Proceeds from any Disposition of any
      Covered Asset owned by such Restricted Subsidiary; 

     

    (c) with
      respect to any
      Restricted Subsidiary that is not a Guarantor, the receipt by the Parent of
      such
      Restricted Subsidiary (or by such Parent’s designee) of a cash dividend or
      distribution of any amount received by such Restricted Subsidiary from any
      Disposition of any of its Covered Assets; and

     

    (d) with
      respect to any
      Pipeline Company Borrower or Subsidiary of a Pipeline Company Borrower (i)
      if an
      Event of Default or a Default which is not capable of being cured before
      becoming an Event of Default has occurred and is continuing at the time of
      any
      receipt by such Pipeline Company Borrower or Subsidiary of a Pipeline Company
      Borrower of Net Cash Proceeds from any Disposition of any of its Covered Assets,
      such receipt of Net Cash Proceeds, and (ii) if no Event of Default or Default
      which is not capable of being cured before becoming an Event of Default has
      occurred and is continuing at the time of any such receipt, the failure of
      such
      Pipeline Company Borrower or Subsidiary of a Pipeline Company Borrower to,
      within 365 days of such receipt (or, in the case of clause (y) below, if a
      binding contract to make a Qualified Investment with respect to all or any
      portion of such Net Cash Proceeds has been entered into within such 365 day
      period, then as to the amount of such Qualified Investment, the failure to
      invest such amount in such Qualified Investment within 540 days of such
      receipt), take either of the following actions: (x) make a cash dividend or
      distribution to its Parent (or to such Parent’s designee) in an amount equal to
      such Net Cash Proceeds or (y) invest the portion of such Net Cash Proceeds
      that
      is not paid as a cash dividend or distribution under clause (x) above in one
      or
      more Qualified Investments; provided
      that, for the
      avoidance of doubt, if Net Cash Proceeds from a Disposition of a single Covered
      Asset are received by the applicable Pipeline Company Borrower or Subsidiary
      of
      a Pipeline Company Borrower in installments, the 365- and 540-day periods shall
      apply to each individual installment and commence for each installment on the
      date of receipt by the applicable Pipeline Company Borrower or Subsidiary of
      a
      Pipeline Company Borrower of such installment.

     

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

     

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

     

    “Material
      Credit Party”
has
      the meaning
      set forth in paragraph (f)
      of Article
      7.

     

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

     

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

     

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

     

    “Net
      Cash
      Proceeds”
means,
      with
      respect to the Disposition of any asset or property, an amount equal to one
      hundred percent (100%) of the cash proceeds from such Disposition, net of any
      Taxes, indemnity obligations, purchase price adjustments and analogous items,
      related transaction fees (including legal fees), commissions and expenses and,
      if applicable, amounts required to satisfy Indebtedness or other obligations
      secured by Permitted Liens, or other Liens permitted under, or other
      encumbrances not prohibited by, this Agreement, on the related property or
      asset, and net of all costs reasonably estimated to be associated with
      terminating all Hedging Agreements, if any, entered into in connection with
      such
      related property or assets, which Hedging Agreements are not being sold as
      part
      of such Disposition, in each case paid or reasonably reserved against;
provided
      that if Net Cash
      Proceeds from the Disposition of Covered Assets resulting from any Casualty
      Event or Condemnation either (x) do not exceed $100,000 for any single Casualty
      Event or any single Condemnation with respect to a Covered Asset, or (y) are
      both
      (i) equal to
      or less than $5,000,000 on an individual basis, and
      (ii) equal to
      or less than $10,000,000 in the aggregate during any fiscal year of the Company,
      then such Net Cash Proceeds shall not be considered Net Cash Proceeds for
      purposes of the application of Section 2.07 and the definitions of “Mandatory
      Asset Reduction Amount” and “Mandatory Asset Reduction Event”; and provided,
further,
      if Net Cash
      Proceeds from the Disposition of Covered Assets (other than Dispositions
      described in the preceding proviso) are both (a) equal to or less than
      $5,000,000 on an individual basis, and
      (b) equal to or
      less than $10,000,000 in the aggregate during any fiscal year of the Company,
      then such Net Cash Proceeds shall not be considered Net Cash Proceeds for
      purposes of the application of Section
      2.07
      and the definitions of “Mandatory Asset Reduction Amount” and “Mandatory Asset
      Reduction Event”.

     

    “Noric
      III
      Holding”
means
      El Paso
      Noric Investments III, L.L.C., a Delaware limited liability
      company.

     

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

     

    “Obligations”
means,
      collectively, (a) all Indebtedness, liabilities under Guaranties and other
      obligations of each Borrower owing to the Administrative Agent, the Collateral
      Agent, each Issuing Bank and each Lender, of whatsoever nature and howsoever
      evidenced, due or to become due, now existing or hereafter arising, whether
      direct or indirect, absolute or contingent, which may arise under, out of,
      or in
      connection with this Agreement or the other Loan Documents, including the full
      and punctual payment when due of any unpaid principal of the Loans and LC
      Exposure, interest, fees, reimbursement obligations, guaranty obligations,
      penalties, indemnities, legal and other fees, charges and expenses, and amounts
      advanced by and expenses incurred in order to preserve any collateral or
      security interest, whether due by acceleration or otherwise, and (b) any and
      all
      obligations owed by each Borrower under a Secured Hedging Agreement, including
      any amounts payable in respect of an early termination under any Secured Hedging
      Agreement, and (c) any amendment, restatement or modification of any of the
      foregoing, including, with respect to each of clauses (a) through (c), interest
      accruing at any post-default rate and Post-Petition Interest.

     

    “Original
      Effective Date”
has
      the meaning
      assigned to such term in the preamble hereof.

     

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

     

    “Parent”
means,
      with
      respect to any Restricted Subsidiary, the holder of the Equity Interests of
      such
      Restricted Subsidiary, and any Person to whom such Equity Interests are assigned
      in accordance with the Loan Documents.

     

    “Parent
      Guarantee Agreement”
means
      the Amended
      and Restated Parent Guarantee Agreement substantially in the form of
Exhibit
      E-1
      hereto, dated as
      of the Effective Date, executed and delivered by the Company in favor of the
      Collateral Agent for the ratable benefit of the Secured Parties.

     

    “Participant”
has
      the meaning
      set forth in Section
      10.04.

     

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

     

    “PBGC”
means
      the Pension
      Benefit Guaranty Corporation established pursuant to Title IV of ERISA and
      any
      successor entity performing similar functions.

     

    “Permitted
      Execution Actions”
has
      the meaning
      set forth in paragraph (g)
      of Article
      7.

     

    “Permitted
      Liens”
      means:

     

    (a)  inchoate
      Liens and
      charges imposed by law and incidental to construction, maintenance, development
      or operation of properties, or the operation of business, in the ordinary course
      of business if payment of the obligation secured thereby is not yet overdue
      or
      if the validity or amount of which is being contested in good faith by the
      Company or any of its Subsidiaries;

     

    (b)  Liens
      for Taxes,
      assessments, obligations under workers’ compensation or other social security
      legislation or other requirements, charges or levies of any Governmental
      Authority, in each case not yet overdue, or which are being contested in good
      faith by appropriate proceedings;

     

    (c)  Liens
      reserved in
      any oil, gas or other mineral lease entered into in the ordinary course of
      business for rent, royalty or delay rental under such lease and for compliance
      with the terms of such lease;

     

    (d)  easements,
      servitudes, rights-of-way and other rights, exceptions, reservations,
      conditions, limitations, covenants and other restrictions that do not materially
      interfere with the operation, value or use of the properties affected
      thereby;

     

    (e)  conventional
      provisions contained in any contracts or agreements affecting properties under
      which the Company or any of its Subsidiaries is required immediately before
      the
      expiration, termination or abandonment of a particular property to reassign
      to
      such Person’s predecessor in title all or a portion of such Person’s rights,
      titles and interests in and to all or portion of such property;

     

    (f)  pledges
      and
      deposits to secure the performance of bids, tenders, trade or government
      contracts (other than for repayment of borrowed money), leases, licenses,
      statutory obligations, surety bonds, performance bonds, completion bonds and
      other obligations of a like kind incurred in the ordinary course of business;
      

     

    (g)  any
      Lien reserved
      in a grant or conveyance in the nature of a farm-out or conditional assignment
      to the Company or any of its Subsidiaries entered into in the ordinary course
      of
      business on reasonable terms to secure undertakings of the Company or any such
      Subsidiary in such grant or conveyance;

     

    (h)  any
      Lien consisting
      of (i) landlord’s liens under leases to which the Company or any of its
      Subsidiaries is a party or other Liens on leased property reserved in leases
      thereof for rent or for compliance with the terms of such leases, (ii) rights
      reserved to or vested in any municipality or governmental, statutory or public
      authority to control or regulate any property of the Company or any of its
      Subsidiaries, or to use such property in any manner which does not materially
      impair the use of such property for the purposes for which it is held by the
      Company or any such Subsidiary, (iii) obligations or duties to any municipality
      or public authority with respect to any franchise, grant, license, lease or
      permit and the rights reserved or vested in any governmental authority or public
      utility to terminate any such franchise, grant, license, lease or permit or
      to
      condemn or expropriate any property, and (iv) zoning laws and ordinances and
      municipal regulations;

     

    (i)  the
      creation of
      interests in property of the character commonly referred to as a “royalty
      interest” or “overriding royalty interest”, production payments, farmouts,
      leases, subleases, rights of way and other easements, participations, joint
      venture, joint operating, unitization, pooling and communitization agreements,
      or other similar transactions in the ordinary course of business;
      and

     

    (j)  any
      judgment lien
      in respect of any judgment or order that does not constitute an Event of Default
      under paragraph (g) of Article
      7.

     

    “Person”
means
      an
      individual, a Business Entity, or a country or any political subdivision thereof
      or any agency or instrumentality of such country or subdivision.

     

    “Pipeline
      Company Borrower”
means
      each of
      CIG, EPNGC and TGPC.

     

    “Plan”
means
      a Single
      Employer Plan or a Multiple Employer Plan.

     

    “Pledged
      Company”
has
      the meaning
      assigned to such term in the Security Agreement.

     

    “Post-Petition
      Interest”
means
      interest
      accruing after the filing of any petition in bankruptcy, or the commencement
      of
      any insolvency, reorganization or like proceeding, whether or not a claim for
      post-filing or post-petition interest is allowed in such
      proceeding.

     

    “Pricing
      Schedule”
means
      Schedule 3
      attached hereto.

     

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

     

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

     

    “Project
      Financing”
means
      any
      Indebtedness (a) incurred to finance or refinance the acquisition, improvement,
      installation, design, engineering, construction, development, completion,
      maintenance or operation of, or otherwise in respect of, all or any portion
      of
      any project, or any asset related thereto (including, with respect to
      transactions in connection with the power and gas contract restructuring
      business of the Company) and any Guaranty with respect thereto, other than
      any
      portion of such Indebtedness or Guaranty permitting or providing for recourse
      against the Company or any of its Subsidiaries, which recourse is other than
      (i)
      recourse to the Equity Interests in, Indebtedness or other obligations of,
      or
      assets of, one or more Project Financing Subsidiaries, and (ii) such recourse
      as
      exists under any Contingent Guaranty or (b) of any Project Financing Subsidiary,
      or any Guaranty with respect thereto, that is secured solely by, or recourse
      for
      which is limited solely to, the Equity Interests in, Indebtedness or other
      obligations of, or assets of, one or more Project Financing
      Subsidiaries.

     

    “Project
      Financing Subsidiary”
means
      any
      Subsidiary of the Company whose principal purpose is to incur Project Financing,
      or to become a direct or indirect partner, member or other equity participant
      or
      owner in a Business Entity so created, and substantially all the assets of
      which
      Subsidiary or Business Entity are limited to (a) those assets being financed
      (or
      to be financed), or the operation of which is being financed (or to be
      financed), in whole or in part by a Project Financing, (b) power contracts,
      gas
      contracts, administrative or other related service agreements and swap
      agreements related to gas or power, or (c) Equity Interests in, or Indebtedness
      or other obligations of, one or more other such Subsidiaries or Business
      Entities or to Indebtedness or other obligations of the Company or its
      Subsidiaries or other Persons. For purposes of this definition, “swap agreement”
means any agreement with respect to any swap, forward, future or derivative
      transaction or option or similar agreement involving, or settled by reference
      to, one or more rates, currencies, commodities, equity or debt instruments
      or
      securities, or economic, financial or pricing indices or measures of economic,
      financial or pricing risk or value or any similar transaction or any combination
      of these transactions.

     

    “Qualified
      Investments”
      means:

     

    (a) for
      any
      FERC-Regulated Restricted Subsidiary, (i) expenditures that would constitute
      maintenance or expansion capital expenditures or other investments or
      reinvestments to repair, construct, purchase, or otherwise acquire Assets that
      would, following such repair, construction, purchase, or other acquisition,
      become eligible for rate coverage under regulations promulgated by FERC, (ii)
      other than repayments of such Indebtedness during the pendency of an Event
      of
      Default, repayments of Indebtedness incurred by such Restricted Subsidiary
      for
      the purpose of financing expenditures or other investments or reinvestments
      described in clause (a)(i) above, (iii) other than such payments (or retention
      of funds) during the pendency of an Event of Default, payments (or retention
      of
      funds) to reimburse such Restricted Subsidiary for amounts paid from such
      Restricted Subsidiary’s operating cash flow within the previous 365 days for
      expenditures or other investments or reinvestments of the type described in
      clause (a)(i) or (a)(ii) above (if, in the case of clause (a)(ii), a repayment
      of Indebtedness described in such clause was made during the pendency of an
      Event of Default that was subsequently cured and no other Event of Default
      is
      then pending), to the extent such expenditures or such other investments or
      reinvestments have not previously been reimbursed to such Restricted Subsidiary
      pursuant to this clause (a)(iii), or (iv) a loan subject to Acceptable
      Subordination Provisions, to any other FERC-Regulated Restricted Subsidiary,
      the
      proceeds of which shall be used by such FERC-Regulated Restricted Subsidiary
      for
      any of the expenditures or other investments or reinvestments of the type
      described in clauses (a)(i), (a)(ii) or (a)(iii) above; and

     

    (b) for
      Unregulated
      Restricted Subsidiary, (i) maintenance or expansion capital expenditures or
      other investments or reinvestments in Assets that are useful to the business
      conducted by such Restricted Subsidiary, (ii) other than repayments of such
      Indebtedness during the pendency of an Event of Default, repayments of
      Indebtedness incurred by such Restricted Subsidiary for the purpose of financing
      expenditures or other investments or reinvestments described in clause (b)(i)
      above, and (iii) other than such payments (or retention of funds) during the
      pendency of an Event of Default, payments (or retention of funds) to reimburse
      such Restricted Subsidiary for amounts paid from such Restricted Subsidiary’s
      operating cash flow within the previous 365 days for expenditures or other
      investments or reinvestments of the type described in clause (b)(i) or (b)(ii)
      above (if, in the case of clause (b)(ii), a repayment of Indebtedness described
      in such clause was made during the pendency of an Event of Default that was
      subsequently cured and no other Event of Default is then pending), to the extent
      such expenditures or such other investments or reinvestments have not previously
      been reimbursed to such Restricted Subsidiary pursuant to this clause
      (b)(iii).

     

    Notwithstanding
      the
      foregoing, an investment in or acquisition of any equity ownership in any other
      entity shall constitute a Qualified Investment if an acquisition of the
      principal operating assets of such entity would constitute a Qualified
      Investment.

     

    “Qualified
      Investments Account”
has
      the meaning
      assigned to such term in the Security Agreement.

     

    “Register”
has
      the meaning
      set forth in Section
      10.04.

     

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

     

    “Released
      Parties”
has
      the meaning
      set forth in Section
      10.16.

     

    “Restricted
      Subsidiaries”
means,
      collectively, each Pipeline Company Borrower and each of their respective
      Subsidiaries and each Subsidiary Guarantor (other than the Exempted Guarantors);
      provided,
however,
      that any such
      Person shall cease to be a “Restricted Subsidiary” hereunder immediately upon
      any Disposition of the Equity Interests in such Person permitted by Section
      6.04 that
      results in
      such Person no longer being a direct or indirect Subsidiary of the
      Company.

     

    “Revolving
      Availability Period”
means
      the period
      from and including the Effective Date to but excluding the earlier of the
      Revolving Maturity Date and the date of termination of the Revolving
      Commitments.

     

    “Revolving
      Commitment”
means,
      with
      respect to each Revolving Lender, the commitment of such Revolving Lender to
      make Revolving Loans and to acquire participations in Letters of Credit
      hereunder, as such commitment may be (a) reduced from time to time pursuant
      to
Section
      2.07
      and (b) reduced or increased from time to time pursuant to assignments by or
      to
      such Lender pursuant to Section
      10.04.
      The initial amount of each Revolving Lender’s Revolving Commitment is set forth
      on Schedule
      1
      or in the Assignment and Assumption pursuant to which such Revolving Lender
      shall have assumed its Revolving Commitment, as applicable. The initial
      aggregate amount of the Revolving Commitments is $1,250,000,000.

     

    “Revolving
      Exposure”
means,
      with
      respect to any Lender at any time, (i) the amount of such Lender’s Revolving
      Commitment, if the Revolving Commitments are still in existence, or (ii) if
      the
      Revolving Commitments have terminated or expired, the amount of its Revolving
      Outstandings.

     

    “Revolving
      Issuing Bank”
means
      each of
      JPMCB and Citibank and, at any time and from time to time, up to three other
      Revolving Lenders that are designated in writing by the Company and that agree
      to issue one or more Revolving Letters of Credit hereunder, in each case in
      its
      capacity as the issuer of each Revolving Letter of Credit issued by it
      hereunder, and its successors in such capacity as provided in Section
      2.04(i);
provided
      that with respect
      to the Existing Revolving Letters of Credit, the Revolving Lender which issued
      the same shall be the initial Revolving Issuing Bank with respect thereto.
      

     

    “Revolving
      LC Exposure”
means,
      at any
      time, the sum of (a) the aggregate undrawn amount of all outstanding Revolving
      Letters of Credit at such time plus
      (b) the aggregate
      amount of all LC Disbursements in respect of Revolving Letters of Credit that
      have not yet been reimbursed by or on behalf of the Borrowers at such time,
      whether directly, through a Borrowing, or otherwise. The Revolving LC Exposure
      of any Revolving Lender at any time shall be its Revolving Percentage of the
      total Revolving LC Exposure at such time.

     

    “Revolving
      Lender”
means
      a Lender
      with Revolving Exposure.

     

    “Revolving
      Letter of Credit”
means
      any letter
      of credit issued by a Revolving Issuing Bank pursuant to this Agreement,
      including, after the Effective Date, all Existing Revolving Letters of
      Credit.

     

    “Revolving
      Loan”
means
      a Loan made
      pursuant to Section
      2.01(a).

     

    “Revolving
      Maturity Date”
means
      July 31,
      2009.

     

    “Revolving
      Outstandings”
means,
      with
      respect to any Revolving Lender at any time, the aggregate outstanding amount
      of
      such Lender’s Revolving Loans and its Revolving LC Exposure at such
      time.

     

    “Revolving
      Percentage”
means,
      with
      respect to any Revolving Lender, the percentage of the total Revolving Exposures
      represented by such Lender’s Revolving Exposure.

     

    “S&P”
means
      Standard
& Poors’ Ratings Group.

     

    “SEC”
means
      the United
      States Securities and Exchange Commission.

     

    “Secured
      Hedging Agreement”
has
      the meaning
      assigned to such term in the Security Agreement.

     

    “Secured
      Obligations”
has
      the meaning
      assigned to such term in the Security Agreement.

     

    “Secured
      Parties”
has
      the meaning
      assigned to such term in the Security Agreement.

     

    “Security
      Agreement”
means
      the Amended
      and Restated Security Agreement substantially in the form of Exhibit
      D
      hereto, dated as of the Effective Date, executed and delivered by the Collateral
      Agent, each Credit Party and the Depository Bank (as defined
      therein).

     

    “Security
      Documents”
means,
      collectively, the Parent Guarantee, the Subsidiary Guarantee, the Security
      Agreement and all other security documents hereafter delivered by a Credit
      Party
      to the Administrative Agent or the Collateral Agent granting or purporting
      to
      grant a Lien on any property or Asset of any Credit Party to secure the Secured
      Obligations.

     

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

     

    “Specified
      Indenture Debt”
means
      any Debt
      issued pursuant to an indenture qualified under the Trust Indenture Act of
      1939,
      as amended, and the principal amount of which, at the time of determination,
      exceeds $50,000,000.

     

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

     

    “Subsidiary”
means,
      as to any
      Person (the “parent”)
      at any date, any
      Business Entity the accounts of which are, or are required to be, consolidated
      with those of the parent in the parent’s consolidated financial statements if
      such financial statements were prepared in accordance with GAAP as of such
      date,
      as well as any other Business Entity of which the shares of stock or other
      Equity Interests having ordinary voting power (other than stock or such other
      Equity Interests having such power only by reason of the happening of a
      contingency) to elect a majority of the board of directors or other managers
      of
      such Business Entity are at the time owned, directly or indirectly, through
      one
      or more Subsidiaries, or both, by such Person.

     

    “Subsidiary
      Guarantee Agreement”
means
      the Amended
      and Restated Subsidiary Guarantee Agreement substantially in the form of
Exhibit
      E-2
      hereto, dated as
      of the Effective Date, executed and delivered by each Subsidiary Guarantor
      in
      favor of the Collateral Agent for the ratable benefit of the Secured
      Parties.

     

    “Subsidiary
      Guarantor”
means,
      subject to
      the release of any of the following as Subsidiary Guarantor in accordance with
      the terms of this Agreement, each of El Paso CNG, El Paso Tennessee, EPNG
      Holding, Noric III Holding and TGPC Holding.

     

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

     

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

     

    “TGPC”
has
      the meaning
      assigned to such term in the preamble hereof.

     

    “TGPC
      Holding”
means
      El Paso
      TGPC Investments, L.L.C., a Delaware limited liability company.

     

    “Transaction
      Liens”
means
      the Liens
      on Collateral granted by the Credit Parties under the Security
      Documents.

     

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

     

    “Type”,
      when used in
      reference to any Loan or Borrowing, refers to whether the rate of interest
      on
      such Loan, or on the Loans comprising such Borrowing, is determined by reference
      to the Adjusted LIBO Rate or the Alternate Base Rate.

     

    “Unregulated
      Restricted Subsidiary”
means
      any
      Restricted Subsidiary whose principal business purpose is the ownership and
      operation of assets and properties that are not subject to regulations
      promulgated by FERC.

     

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

     

    Section
      1.02  .
      Classification of Loans and Borrowings. For
      purposes of
      this Agreement, Loans may be classified and referred to by Class (e.g.,
      a “Revolving
      Loan”)
      or by Type
      (e.g.,
      a “Eurodollar
      Loan”)
      or by Class and
      Type (e.g.,
      a “Eurodollar
      Revolving Loan”).
      Borrowings also
      may be classified and referred to by Class (e.g.,
      a “Revolving
      Borrowing”)
      or by Type
      (e.g.,
      a “Eurodollar
      Borrowing”)
      or by Class and
      Type (e.g.,
      a “Eurodollar
      Revolving Borrowing”).

     

    Section
      1.03  .
      Terms
      Generally. The
      definitions of
      terms herein shall apply equally to the singular and plural forms of the terms
      defined. Whenever the context may require, any pronoun shall include the
      corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
      limitation”. The word “will” shall be construed to have the same meaning and
      effect as the word “shall”. Unless the context requires otherwise (a)
      any definition of
      or reference to any agreement, instrument or other document herein shall be
      construed as referring to such agreement, instrument or other document as from
      time to time amended, supplemented or otherwise modified (subject to any
      restrictions on such amendments, supplements or modifications set forth herein),
      (b)
      any reference
      herein to any Person shall be construed to include such Person’s successors and
      assigns, (c)
      any reference
      herein to any applicable law means such applicable law as amended, modified,
      codified, replaced, or reenacted, in whole or in part, and in effect from time
      to time, including rules and regulations promulgated thereunder and reference
      to
      any section or other provision of any applicable law means that section or
      provision of such applicable law from time to time in effect and any amendment,
      modification, codification, replacement, or reenactment of such section or
      other
      provision, (d)
      the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be
      construed to refer to this Agreement in its entirety and not to any particular
      provision hereof, (e)
      all references
      herein to Articles, Sections, Exhibits and Schedules shall be construed to
      refer
      to Articles and Sections of, and Exhibits and Schedules to, this Agreement
      and
(f)
      the words “asset”
and “property” shall be construed to have the same meaning and effect and to
      refer to any and all tangible and intangible assets and properties, including
      cash, securities, Equity Interests, accounts and contract rights.

     

    Section
      1.04  .
      Accounting
      Terms; GAAP. Except
      as otherwise
      expressly provided herein, all terms of an accounting or financial nature shall
      be construed in accordance with GAAP, as in effect from time to time;
provided
      that, if the
      Company notifies the Administrative Agent that the Company requests an amendment
      to any provision hereof to eliminate the effect of any change occurring after
      the date hereof in GAAP or in the application thereof on the operation of or
      calculation of compliance with such provision (or if the Administrative Agent
      notifies the Company that the Majority Lenders request an amendment to any
      provision hereof for such purpose), regardless of whether any such notice is
      given before or after such change in GAAP or in the application thereof, then
      such provision shall be interpreted on the basis of GAAP as in effect and
      applied immediately before such change shall have become effective until such
      notice shall have been withdrawn or such provision amended in accordance
      herewith.

     

     

    ARTICLE
      2 

    The
      Credits

     

    Section
      2.01  .
      Commitments.
Subject
      to the
      terms and conditions set forth herein:

     

    (a)  each
      Revolving
      Lender agrees to make Revolving Loans to any Borrower from time to time during
      the Revolving Availability Period in an aggregate principal amount that will
      not
      result in any Lender’s Revolving Outstandings exceeding such Lender’s Revolving
      Commitment;
      and

     

    (b)  each
      Deposit Lender
      agrees to make Deposit Loans, with amounts in its Deposit Sub-Account, to any
      Borrower from time to time during the Deposit Availability Period in an
      aggregate principal amount that will not result in any Lender’s Deposit
      Outstandings exceeding such Lender’s Deposit Commitment.

     

    Within
      the
      foregoing limits and subject to the terms and conditions set forth herein,
      each
      Borrower may borrow, prepay and reborrow Revolving Loans and Deposit Loans.
      

     

    Section
      2.02  .
      Loans and
      Borrowings. (a)
      Each Loan shall be
      made as part of a Borrowing consisting of Loans of the same Class and Type
      made
      by the Lenders ratably in accordance with their respective Commitments of the
      applicable Class, as the applicable Borrower may request (subject to
Section
      2.12)
      in accordance herewith. The failure of any Lender to make any Loan required
      to
      be made by it shall not relieve any other Lender of its obligations hereunder;
      provided
      that the
      Commitments of the Lenders are several and no Lender shall be responsible for
      any other Lender’s failure to make Loans as required.

     

    (b)  Subject
      to
Section
      2.12,
      each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans
      as
      the Company, on its own behalf or on behalf of the applicable Pipeline Company
      Borrower, may request in accordance herewith. Each Lender at its option may
      make
      or hold any Eurodollar Loan by causing any domestic or foreign branch or
      Affiliate of such Lender to make or hold such Loan; provided
      that any exercise
      of such option shall not affect the obligation of a Borrower to repay such
      Loan
      in accordance with the terms of this Agreement. 

     

    (c)  At
      the commencement
      of each Interest Period for any Eurodollar Borrowing, such Borrowing shall
      be in
      an aggregate amount that is an integral multiple of $1,000,000 and not less
      than
      $20,000,000. At the time that each ABR Borrowing is made, such Borrowing shall
      be in an aggregate amount that is an integral multiple of $1,000,000 and not
      less than $5,000,000; provided
      that an ABR
      Revolving Borrowing or an ABR Deposit Borrowing may be in an aggregate amount
      that is equal to the entire unused balance of the total Commitments of the
      related Class or that is required to finance the reimbursement of an LC
      Disbursement as contemplated by Section
      2.04(e).
      Borrowings of
      more than one Class and Type may be outstanding at the same time; provided
      that there shall
      not at any time be more than a total of sixteen Eurodollar Borrowings
      outstanding. Within the limits of each Lender’s Commitment, any Borrower may
      make more than one Borrowing on any Business Day.

     

    (d)  Notwithstanding
      any
      other provision of this Agreement, a Borrower shall not be entitled to request,
      or to elect to convert a Borrowing to or continue a Borrowing as, a Eurodollar
      Borrowing if the Interest Period requested with respect thereto would end after
      the Applicable Maturity Date.

     

    Section
      2.03  .
      Requests for
      Borrowings. To
      request a
      Borrowing, the Company, on its own behalf or on behalf of the applicable
      Pipeline Company Borrower, shall notify the Administrative Agent of such request
      by telephone (a)
      in the case of a
      Eurodollar Borrowing, not later than 12:00 noon, New York City time, three
      Business Days before the date of the proposed Borrowing, or (b)
      in the case of an
      ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of
      the
      proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
      and shall be confirmed promptly by hand delivery or telecopy to the
      Administrative Agent of a written Borrowing Request in substantially the form
      of
Exhibit
      B
      and signed by the Company. Each such telephonic and written Borrowing Request
      shall specify the following information in compliance with Section
      2.02:

     

    (i)  the
      Borrower;

     

    (ii)  the
      Class of the
      requested Borrowing;

     

    (iii)  the
      aggregate
      amount of such Borrowing;

     

    (iv)  the
      date of such
      Borrowing, which shall be a Business Day;

     

    (v)  whether
      such
      Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     

    (vi)  in
      the case of any
      Eurodollar Borrowing, the initial Interest Period to be applicable thereto,
      which shall be a period contemplated by the definition of the term “Interest
      Period”; and

     

    (vii)  the
      location and
      number of the Borrower’s account to which funds are to be
      disbursed.

     

    If
      no election as to the Type of Borrowing is specified, then the requested
      Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
      respect to any requested Eurodollar Borrowing, then the applicable Borrower
      shall be deemed to have selected an Interest Period of one month’s duration.
      Promptly following receipt of a Borrowing Request in accordance with this
Section
      2.03,
      the Administrative Agent shall advise each Lender of the relevant Class of
      the
      details thereof and of the amount of such Lender’s Loan to be made as part of
      the requested Borrowing.

     

    Section
      2.04  .
      Letters of
      Credit. 

     

    (a)  General.


     

    (i)  (i)
      Subject to the
      terms and conditions set forth herein, upon request by the Company, on its
      own
      behalf or on behalf of the applicable Pipeline Company Borrower, each Issuing
      Bank agrees to issue Letters of Credit in any stated face amount specified
      by
      the Company in the applicable request with any Borrower as the reimbursement
      obligor in respect of drawings thereunder and for the account of the Borrowers,
      or any one or more of them, or any direct or indirect Subsidiary or Affiliate
      thereof, each in a form reasonably acceptable to the Administrative Agent and
      the applicable Issuing Bank, at any time and from time to time during the
      Revolving Availability Period or the Deposit Availability Period, as the case
      may be. In the event of any inconsistency between the terms and conditions
      of
      this Agreement and the terms and conditions of any form of letter of credit
      application, reimbursement agreement or other agreement submitted by a Borrower
      to, or entered into by a Borrower with, an Issuing Bank relating to any Letter
      of Credit issued thereby, the terms and conditions of this Agreement shall
      control.

     

    (ii)  Existing
      Letters of Credit.
      On the Effective
      Date, without further action by any party hereto, (x) the Deposit Issuing Bank
      shall be deemed to have granted to each Deposit Lender, and each Deposit Lender
      shall be deemed to have acquired from the Deposit Issuing Bank, a participation
      in each Existing Deposit Letter of Credit equal to such Lender’s Deposit
      Percentage of (A) the aggregate amount available to be drawn under such Existing
      Deposit Letter of Credit and (B) the aggregate amount of any outstanding
      reimbursement obligations in respect thereof; and (y) each Revolving Issuing
      Bank that has issued an Existing Revolving Letter of Credit shall be deemed
      to
      have granted to each Revolving Lender, and each Revolving Lender shall be deemed
      to have acquired from such Issuing Bank, a participation in each such Existing
      Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A)
      the aggregate amount available to be drawn under such Existing Revolving Letter
      of Credit, as applicable, and (B) the aggregate amount of any outstanding
      reimbursement obligations in respect thereof. With respect to each Existing
      Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a
      participation therein to a Lender, such Issuing Bank and such Lender agree
      that
      such participation shall be automatically canceled on the Effective Date and
      (ii) if the relevant Issuing Bank has heretofore sold a participation therein
      to
      any bank or financial institution that is not a Lender, such Issuing Bank shall
      procure the termination of such participation on or prior to the Effective
      Date.
      On and after the Effective Date, each such Existing Letter of Credit shall
      be a
      Letter of Credit issued hereunder.

     

    (b)  Notice
      of
      Issuance, Amendment, Renewal, Extension; Certain Conditions.
      To request the
      issuance of a Letter of Credit (or the amendment, renewal or extension of an
      outstanding Letter of Credit), the Company, on its own behalf, or on behalf
      of
      the applicable Pipeline Company Borrower as obligor, shall hand deliver or
      telecopy (or transmit by electronic communication, if arrangements for doing
      so
      have been approved by the applicable Issuing Bank) to the Issuing Bank requested
      to issue such Letter of Credit and the Administrative Agent (reasonably in
      advance of the requested date of issuance, amendment, renewal or extension)
      a
      notice requesting the issuance of a Letter of Credit, or identifying the Letter
      of Credit to be amended, renewed or extended, and specifying the date of
      issuance, amendment, renewal or extension (which shall be a Business Day),
      the
      Class of such Letter of Credit, the date on which such Letter of Credit is
      to
      expire (which shall comply with paragraph (c)
      of this
Section
      2.04),
      the amount of such Letter of Credit, the name and address of the beneficiary
      thereof and such other information (including the applicable Borrower as obligor
      for reimbursement obligations thereunder and the account party therefor if
      different) as shall be necessary to prepare, amend, renew or extend such Letter
      of Credit. If requested by the applicable Issuing Bank, the applicable obligor
      Borrower in respect thereof also shall submit a letter of credit application
      on
      such Issuing Bank’s standard form in connection with any request for a Letter of
      Credit. A Letter of Credit shall be issued, amended, renewed or extended only
      if
      (and upon issuance, amendment, renewal or extension of each Letter of Credit
      the
      Company shall be deemed to represent and warrant that), after giving effect
      to
      such issuance, amendment, renewal or extension (i)
      the total LC
      Exposure with respect to all Letters of Credit issued by each Issuing Bank
      shall
      not exceed such Issuing Bank’s LC Commitment, (ii)
      in the case of a
      Revolving Letter of Credit, the total Revolving Outstandings shall not exceed
      the total Revolving Commitments and (iii)
      in the case of any
      Deposit Letter of Credit, the Deposit LC Exposure shall not exceed the aggregate
      amount of the Deposits. Each Issuing Bank shall have sole discretion as to
      any
      amendment, renewal or extension of the Letters of Credit issued by it, subject
      to the other terms and provisions of this Agreement.

     

    (c)  Expiration
      Date.
      Each Letter of
      Credit shall expire at or prior to the close of business on the earlier of
      (i)
      the date one year
      after the date of the issuance of such Letter of Credit (or, in the case of
      any
      renewal or extension thereof, one year after such renewal or extension) and
      (ii)
      the date that is
      five Business Days prior to the Applicable Maturity Date; provided
      that (x) any
      Letter of Credit may provide for the extension or renewal thereof and may be
      renewed or extended upon the request of the Company, on its own behalf or on
      behalf of a Pipeline Company Borrower, in accordance with the terms thereof
      for
      additional periods of a duration requested by the Company, on its own behalf
      or
      on behalf of a Pipeline Company Borrower (which shall in no event extend beyond
      the date referred to in clause (ii)
      above) and (y)
      with the consent of the relevant Issuing Bank and the Administrative Agent,
      Letters of Credit with a term longer than one year shall be permitted (which
      shall in no event extend beyond the date referred to in clause (ii)
      above).

     

    (d)  Participations.
      By the issuance
      of a Letter of Credit of any Class (or an amendment to a Letter of Credit of
      any
      Class increasing the amount thereof) and without any further action on the
      part
      of the applicable Issuing Bank or the applicable Lenders, such Issuing Bank
      hereby grants to each Lender having a Commitment of such Class, and each such
      Lender hereby acquires from such Issuing Bank, a participation in such Letter
      of
      Credit equal to such Lender’s Applicable Percentage of the aggregate amount
      available to be drawn under such Letter of Credit. In consideration and in
      furtherance of the foregoing, each such Lender hereby absolutely and
      unconditionally agrees to pay to the Administrative Agent, for the account
      of
      the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC
      Disbursement made by such Issuing Bank and not reimbursed by the applicable
      obligor Borrower or any Guarantor on the date due as provided in paragraph
      (e)
      of this
Section
      2.04,
      or of any reimbursement payment required to be refunded to any Borrower for
      any
      reason, subject in the case of Deposit Lenders to the provisions of Section
      2.18(g).
      Each Lender
      acknowledges and agrees that its obligation to acquire participations pursuant
      to this paragraph in respect of Letters of Credit is absolute and unconditional
      and shall not be affected by any circumstance whatsoever, including any
      amendment, renewal or extension of any Letter of Credit or the occurrence and
      continuance of a Default or reduction or termination of the Commitments, and
      that each such payment shall be made without any offset, abatement, withholding
      or reduction whatsoever.

     

    (e)  Reimbursement.
      If an Issuing
      Bank shall make any LC Disbursement in respect of a Letter of Credit issued
      by
      it, the applicable obligor Borrower shall reimburse such LC Disbursement by
      paying to the Administrative Agent an amount equal to such LC Disbursement
      not
      later than 12:00 noon, New York City time, on the date that such LC Disbursement
      is made, if such Borrower shall have received notice of such LC Disbursement
      prior to 10:00 a.m., New York City time, on such date, or, if such notice has
      not been received by such Borrower prior to such time on such date, then not
      later than 12:00 noon, New York City time, on (i)
      the Business Day
      that such Borrower receives such notice, if such notice is received prior to
      10:00 a.m., New York City time, on the day of receipt, or (ii)
      the Business Day
      immediately following the day that such Borrower receives such notice, if such
      notice is not received prior to such time on the day of receipt; provided
      that, if such LC
      Disbursement is not less than $5,000,000, the Company, on its own behalf or
      on
      behalf of such Borrower, may request in accordance with Section
      2.03
      that such payment be financed with an ABR Borrowing of the applicable Class
      in
      an equivalent amount and, to the extent so financed, such Borrower’s obligation
      to make such payment shall be discharged and replaced by the resulting ABR
      Borrowing. If the applicable obligor Borrower, or any Guarantor on its behalf,
      fails to make such payment when due, the Administrative Agent shall notify
      each
      Lender of the applicable Class of the applicable LC Disbursement, the payment
      then due from such Borrower in respect thereof and such Lender’s Applicable
      Percentage thereof. Promptly following receipt of such notice, each applicable
      Lender shall pay to the Administrative Agent its Applicable Percentage of the
      payment then due from the applicable Borrower, in the same manner as provided
      in
Section
      2.05
      with respect to Loans made by such Lender (and Section
      2.05
      shall apply, mutatis
      mutandis,
      to the payment
      obligations of the applicable Lenders), and the Administrative Agent shall
      promptly pay to the applicable Issuing Bank the amounts so received by it from
      such Lenders. Promptly following receipt by the Administrative Agent of any
      payment from a Borrower pursuant to this paragraph, the Administrative Agent
      shall distribute such payment to the applicable Issuing Bank or, to the extent
      that Lenders have made payments pursuant to this paragraph to reimburse such
      Issuing Bank, then (i) if such payment was made in respect of a Revolving Letter
      of Credit, to the Revolving Lenders and such Issuing Bank as their interests
      may
      appear and (ii) if such payment was made in respect of a Deposit Letter of
      Credit, as required by Section 2.18(b). Any payment made by a Lender pursuant
      to
      this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement
      (other than the funding of ABR Loans as contemplated above) made by such Issuing
      Bank shall not constitute a Loan and shall not relieve the applicable obligor
      Borrower of its obligation to reimburse such LC Disbursement.

     

    (f)  Obligations
      Absolute.
      Each Borrower’s
      obligation to reimburse LC Disbursements as provided in paragraph (e)
      of this
Section
      2.04
      shall be absolute, unconditional and irrevocable, and shall be performed
      strictly in accordance with the terms of this Agreement under any and all
      circumstances whatsoever and irrespective of (i)
      any lack of
      validity or enforceability of any Letter of Credit or this Agreement, or any
      term or provision therein, (ii)
      any draft or other
      document presented under a Letter of Credit proving to be forged, fraudulent
      or
      invalid in any respect or any statement therein being untrue or inaccurate
      in
      any respect, (iii)
      payment by the
      applicable Issuing Bank under a Letter of Credit against presentation of a
      draft
      or other document that does not comply with the terms of such Letter of Credit,
      or (iv)
      any other event or
      circumstance whatsoever, whether or not similar to any of the foregoing, that
      might, but for the provisions of this Section
      2.04,
      constitute a legal or equitable discharge of or defense to, or provide a right
      of setoff against, a Borrower’s obligations hereunder. Neither the
      Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related
      Parties, shall have any liability or responsibility by reason of or in
      connection with the issuance or transfer of any Letter of Credit or any payment
      or failure to make any payment thereunder (irrespective of any of the
      circumstances referred to in the preceding sentence), or any error, omission,
      interruption, loss or delay in transmission or delivery of any draft, notice
      or
      other communication under or relating to any Letter of Credit (including any
      document required to make a drawing thereunder), any error in interpretation
      of
      technical terms or any consequence arising from causes beyond the control of
      such Issuing Bank; provided
      that the foregoing
      shall not be construed to excuse such Issuing Bank from liability to a Borrower
      to the extent of any direct damages (as opposed to consequential damages, claims
      in respect of which are hereby waived by the applicable Borrower to the extent
      permitted by applicable law) suffered by a Borrower that are caused by such
      Issuing Bank’s failure to exercise care when determining whether drafts and
      other documents presented under a Letter of Credit comply with the terms
      thereof. The parties hereto expressly agree that, in the absence of gross
      negligence or willful misconduct on the part of any such Issuing Bank (as
      finally determined by a court of competent jurisdiction), such Issuing Bank
      shall be deemed to have exercised care in each such determination. In
      furtherance of the foregoing and without limiting the generality thereof, the
      parties agree that, with respect to documents presented which appear on their
      face to be in substantial compliance with the terms of a Letter of Credit,
      the
      Issuing Bank that issued such Letter of Credit may, in its sole discretion,
      either accept and make payment upon such documents without responsibility for
      further investigation, regardless of any notice or information to the contrary,
      or refuse to accept and make payment upon such documents if such documents
      are
      not in strict compliance with the terms of such Letter of Credit (unless the
      applicable obligor Borrower shall consent to payment thereon notwithstanding
      such lack of strict compliance). 

     

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

     

    (h)  Interim
      Interest.
      If any Issuing
      Bank shall make any LC Disbursement, then, unless the applicable obligor
      Borrower, or a Guarantor on its behalf, shall reimburse such LC Disbursement
      in
      full on the date such LC Disbursement is made, the unpaid amount thereof shall
      bear interest, for each day from and including the date such LC Disbursement
      is
      made to but excluding the date that such Borrower reimburses such LC
      Disbursement, at the rate per annum then applicable to ABR Loans of the same
      Class; provided
      that, if such
      applicable obligor Borrower, or a Guarantor on its behalf, fails to reimburse
      such LC Disbursement when due pursuant to paragraph (e)
      of this
Section
      2.04,
      then Section
      2.11(c)
      shall apply.
      Interest accrued pursuant to this paragraph shall be for the account of the
      applicable Issuing Bank, except that interest accrued on and after the date
      of
      payment by any Lender pursuant to paragraph (e)
      of this
Section
      2.04
      to reimburse such Issuing Bank shall be for the account of such Lender to the
      extent of such payment.

     

    (i)  Replacement
      of
      an Issuing Bank.
      Any Issuing Bank
      may be replaced at any time by written agreement among the Company, the
      Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank.
      The Administrative Agent shall notify the Lenders of any such replacement of
      an
      Issuing Bank. At the time any such replacement shall become effective, the
      applicable obligor Borrower shall pay all unpaid fees accrued for the account
      of
      the replaced Issuing Bank pursuant to Section
      2.10(b).
      From and after
      the effective date of any such replacement, (i)
      the successor
      Issuing Bank shall have all the rights and obligations of the replaced Issuing
      Bank under this Agreement with respect to Letters of Credit issued by it
      thereafter and (ii)
      references herein
      to the term “Issuing
      Bank”
shall
      be deemed,
      when applicable, to refer to such successor or, when applicable, to any previous
      Issuing Bank, or to such successor and all previous Issuing Banks, as the
      context shall require. After the replacement of an Issuing Bank hereunder,
      the
      replaced Issuing Bank shall remain a party hereto and shall continue to have
      all
      the rights and obligations of an Issuing Bank under this Agreement with respect
      to Letters of Credit issued by it prior to such replacement, but shall not
      be
      required to issue additional Letters of Credit.

     

    (j)  Cash
      Collateralization.
      Notwithstanding
      any provisions of the Security Agreement relating to the Cash Collateralization
      of LC Exposure, if any Event of Default shall occur and be continuing, on the
      Business Day that any Borrower receives notice from the Administrative Agent
      or
      the Majority Lenders demanding the Cash Collateralization of the LC Exposure
      pursuant to this paragraph, such Borrower shall Cash Collateralize the LC
      Exposure; provided
      that the
      obligation to deposit such cash collateral shall become effective immediately,
      and such deposit shall become immediately due and payable, without demand or
      other notice of any kind, upon the occurrence of any Event of Default with
      respect to such Borrower described in paragraph (f)
      of Article
      7.
      If
      any Borrower is required to provide an amount of Cash Collateral hereunder
      as a
      result of the occurrence of an Event of Default, such amount (to the extent
      not
      applied as aforesaid) shall be returned to such Borrower within three Business
      Days after all Events of Default have been cured or waived.

     

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

     

    (b)  Each
      Deposit Lender
      hereby authorizes and directs the Administrative Agent to make its Deposit
      Percentage of each Deposit Borrowing available to the applicable Borrower by
      withdrawing from the Deposit Account (and debiting such Lender’s Deposit
      Sub-Account in the amount of) such Lender’s Deposit Percentage of such Borrowing
      in accordance with Section 2.18(c)(i) and making such amount available to the
      applicable Borrower as provided in paragraph (a) of this Section
      2.05.

     

    (c)  Unless
      the
      Administrative Agent shall have received notice from a Lender prior to the
      proposed date of any Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender’s share of such Borrowing, the Administrative
      Agent may assume that such Lender has made such share available on such date
      in
      accordance with paragraph (a)
      of this
Section
      2.05
      and may, in reliance upon such assumption, make available to the applicable
      Borrower a corresponding amount. In such event, if a Lender has not in fact
      made
      its share of a Borrowing of Revolving Loans available to the Administrative
      Agent, then the applicable Lender and Borrower severally agree to pay to the
      Administrative Agent forthwith on demand such corresponding amount with interest
      thereon, for each day from and including the date such amount is made available
      to such Borrower to but excluding the date of payment to the Administrative
      Agent, at (i)
      in the case of
      such Lender, the greater of the Federal Funds Effective Rate and a rate
      determined by the Administrative Agent in accordance with banking industry
      rules
      on interbank compensation, or (ii)
      in the case of the
      Borrower, the interest rate applicable to ABR Loans of the applicable Class.
      If
      such Lender pays such amount to the Administrative Agent, then such amount
      shall
      constitute such Lender’s Loan included in such Borrowing.

     

    Section
      2.06  .
      Interest
      Elections. (a)
      Each Borrowing
      initially shall be of the Type specified in the applicable Borrowing Request
      and, in the case of a Eurodollar Borrowing, shall have an initial Interest
      Period as specified in such Borrowing Request. The Company, on its own behalf
      or
      on behalf of a Pipeline Company Borrower, may thereafter elect at any time
      and
      from time to time on any Business Day to convert such Borrowing to a different
      Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing,
      may elect Interest Periods therefor, all as provided in this Section
      2.06.
      The Company, on its own behalf or on behalf of a Pipeline Company Borrower,
      may
      elect different options with respect to different portions of the affected
      Borrowing, in which case each such portion shall be allocated ratably among
      the
      Lenders holding the Loans comprising such Borrowing, and the Loans comprising
      each such portion shall be considered a separate Borrowing.

     

    (b)  To
      make an election
      pursuant to this Section
      2.06,
      a Borrower shall notify the Administrative Agent of such election by telephone
      not later than 12:00 noon, New York City time, three Business Days before the
      proposed effective date of such election. Each such telephonic Interest Election
      Request shall be irrevocable and shall be confirmed promptly by hand delivery
      or
      telecopy to the Administrative Agent of a written Interest Election Request
      in a
      form approved by the Administrative Agent and signed by such
      Borrower.

     

    (c)  Each
      telephonic and
      written Interest Election Request shall specify the following information in
      compliance with Section
      2.02:

     

    (i)  the
      Borrowing to
      which such Interest Election Request applies and, if different options are
      being
      elected with respect to different portions thereof, the portions thereof to
      be
      allocated to each resulting Borrowing (in which case the information to be
      specified pursuant to clauses (iii)
      and (iv)
      below shall be
      specified for each resulting Borrowing);

     

    (ii)  the
      effective date
      of the election made pursuant to such Interest Election Request, which shall
      be
      a Business Day;

     

    (iii)  whether
      the
      resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
      and

     

    (iv)  if
      the resulting
      Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable
      thereto after giving effect to such election, which shall be a period
      contemplated by the definition of the term “Interest
      Period”.

     

    If
      any such Interest Election Request requests a Eurodollar Borrowing but does
      not
      specify an Interest Period, then the Borrower shall be deemed to have selected
      an Interest Period of one month’s duration.

     

    (d)  Promptly
      following
      receipt of an Interest Election Request, the Administrative Agent shall advise
      each Lender of the relevant Class of the details thereof and of such Lender’s
      portion of each resulting Borrowing.

     

    (e)  If
      a Borrower fails
      to deliver a timely Interest Election Request with respect to a Eurodollar
      Borrowing prior to the end of the Interest Period applicable thereto, then,
      unless such Borrowing is repaid as provided herein, at the end of such Interest
      Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding
      any contrary provision hereof, if an Event of Default has occurred and is
      continuing and the Administrative Agent, at the request of the Majority Lenders,
      so notifies any Borrower, then, so long as an Event of Default is continuing
      (i)
      no outstanding
      Borrowing may be converted to or continued as a Eurodollar Borrowing and
(ii)
      unless repaid,
      each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end
      of
      the Interest Period applicable thereto.

     

    Section
      2.07  .
      Optional and
      Mandatory Termination and Reduction of Commitments. (a)
      Unless previously
      terminated, (i) the Revolving Commitments shall terminate on the Revolving
      Maturity Date and (ii) the Deposit Commitments shall terminate on the Deposit
      Maturity Date.

     

    (b)  The
      Company may at
      any time terminate, or from time to time reduce, the unused portions of the
      Commitments of either Class; provided
      that (i)
      each partial
      reduction of the Commitments of either Class shall be in an amount that is
      an
      integral multiple of $1,000,000 and not less than $10,000,000, and (ii)
      the Company shall
      not terminate or reduce the Deposit Commitments or the Revolving Commitments
      if,
      after giving effect to any concurrent prepayment of Loans in accordance with
      Section
      2.09,
      the Deposit Outstandings or the Revolving Outstandings, as the case may be,
      would exceed the aggregate amount of the Commitments of the related
      Class.

     

    (c)  The
      Company shall
      notify the Administrative Agent of any election to terminate or reduce the
      Commitments under paragraph (b)
      of this
Section
      2.07,
      or any required reduction of the Commitments under paragraph (d)
      of this
Section
      2.07,
      at least three Business Days prior to the effective date of such termination
      or
      reduction, specifying such election and the effective date thereof. Promptly
      following receipt of any notice, the Administrative Agent shall advise the
      applicable Lenders of the contents thereof. Each notice delivered by the Company
      pursuant to this Section
      2.07
      shall be irrevocable; provided
      that a notice of
      termination of the Commitments delivered by the Company may state that such
      notice is conditioned upon the effectiveness of other credit facilities, in
      which case such notice may be revoked by the Company (by notice to the
      Administrative Agent on or prior to the specified effective date) if such
      condition is not satisfied.

     

    (d)  Within
      five days
      after the occurrence of a Mandatory Asset Reduction Event, first,
      the Deposit
      Commitments shall be ratably reduced (but not below zero) and, second,
      if the Deposit
      Commitments have been reduced to zero, the Revolving Commitments shall be
      ratably reduced (but not below zero), the total reductions under this subsection
      being an aggregate amount equal to the Mandatory Asset Reduction
      Amount.

     

    (e)  Any
      termination or
      reduction of the Commitments of any Class hereunder, whether optional or
      mandatory, shall be permanent. Each reduction of the Commitments of either
      Class
      shall be made ratably among the Lenders in accordance with their respective
      Commitments of such Class.

     

    Section
      2.08  .
      Repayment of
      Loans; Evidence of Debt.
(a)
      Each Borrower
      hereby unconditionally promises to pay on the Applicable Maturity Date to the
      Administrative Agent for the account of each applicable Lender the then unpaid
      principal amount of each Loan made to such Borrower.

     

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

     

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

     

    (d)  The
      entries made in
      the accounts maintained pursuant to paragraph (b)
      or (c)
      of this
Section
      2.08
      shall, to the extent permitted by applicable law, be prima
      facie
      evidence of the
      existence and amounts of the obligations of each Borrower recorded therein
      absent manifest error; provided
      that the failure
      of any Lender or the Administrative Agent to maintain any such account or any
      error therein shall not in any manner affect the obligation of each Borrower
      to
      repay the Loans made to such Borrower in accordance with the terms of this
      Agreement.

     

    (e)  Any
      Lender may
      request that Loans of any Class made by it be evidenced by a Note. In such
      event, the applicable Borrower shall prepare, execute and deliver to such Lender
      a Note or Notes payable to the order of such Lender (or, if requested by such
      Lender, to such Lender and its registered assigns). Thereafter, the Loans
      evidenced by such Note and interest thereon shall at all times (including after
      assignment pursuant to Section
      10.04)
      be represented by one or more Notes in such form payable to the order of the
      payee named therein (or, if such Note is a registered note, to such payee and
      its registered assigns).

     

    Section
      2.09  .
      Optional and
      Mandatory Prepayment of Loans. (a)
      Any Borrower shall
      have the right at any time and from time to time to prepay any Borrowing in
      whole or in part (without premium or penalty but subject to Section
      2.14),
      subject to prior notice in accordance with paragraph (b)
      of this
Section
      2.09.
      All or any portion of any Deposit Loan or Revolving Loan prepaid may be borrowed
      and reborrowed in accordance with the terms and provisions of this
      Agreement. 

     

    (b)  A
      Borrower shall
      notify the Administrative Agent by telephone (confirmed by telecopy) of any
      prepayment hereunder (i)
      in the case of
      prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City
      time, two Business Days before the date of prepayment, or (ii)
      in the case of
      prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time,
      on the date of prepayment. Each such notice shall be irrevocable and shall
      specify the prepayment date and the principal amount of each Borrowing or
      portion thereof to be prepaid; provided
      that, if a notice
      of prepayment is given in connection with a conditional notice of termination
      of
      the Commitments as contemplated by Section
      2.07(c),
      then such notice
      of prepayment may be revoked if such notice of termination is revoked in
      accordance with Section
      2.07(c).
      Promptly
      following receipt of any such notice relating to a Borrowing, the Administrative
      Agent shall advise the Lenders of the contents thereof. Each partial prepayment
      of any Borrowing shall be in a minimum amount of $5,000,000 or a larger integral
      multiple of $1,000,000. Each prepayment of a Borrowing shall be applied ratably
      to the Loans included in the prepaid Borrowing. Each prepayment shall be
      accompanied by accrued and unpaid interest to the extent required by
Section
      2.11.

     

    (c)  If
      on any date
      (including any date on which a mandatory reduction of Commitments occurs
      pursuant to Section 2.07(d)) the aggregate Deposit Outstandings or Revolving
      Outstandings exceed the then aggregate Commitments of the related Class, then,
      without notice or demand, the Company shall promptly cause to be prepaid the
      principal amount of the Loans and any unreimbursed LC Disbursements of such
      Class by an amount equal to such excess and, if all Loans and unreimbursed
      LC
      Disbursements of such Class shall have been prepaid, promptly cause to be Cash
      Collateralized outstanding Letters of Credit of such Class by an amount equal
      to
      any remaining excess.

     

    Section
      2.10  .
      Fees.
(a)
      The Company agrees
      to pay to the Administrative Agent for the account of each Revolving Lender
      a
      commitment fee, which shall accrue at the Applicable Rate on the daily amount
      of
      the excess of the aggregate Revolving Commitment of such Lender over such
      Lender’s Revolving Outstandings during the period from and including the date
      hereof to but excluding the date on which such Revolving Commitment
      terminates.

     

    (b)  The
      Company agrees
      to pay to the Administrative Agent for the account of each Deposit Lender a
      fee,
      accruing at the rate of 2.10% per annum, on the daily amount of the Deposit
      of
      such Lender during the period from and including the date hereof to but
      excluding the date on which each of the Deposit Commitments and the Deposit
      LC
      Exposure have been reduced to zero. 

     

    (c)  The
      Company agrees
      to pay (i)
      to the
      Administrative Agent for the account of each Revolving Lender a participation
      fee with respect to its participations in Revolving Letters of Credit, which
      shall accrue at the same Applicable Rate used to determine the interest rate
      applicable to Eurodollar Revolving Loans on the average daily amount of such
      Lender’s Revolving LC Exposure (excluding any portion thereof attributable to
      unreimbursed LC Disbursements) during the period from and including the
      Effective Date to but excluding the later of the date on which such Lender’s
      Revolving Commitment terminates and the date on which such Lender ceases to
      have
      any Revolving LC Exposure, (ii)
      to each Revolving
      Issuing Bank a fronting fee, which shall accrue at the rate of 0.15% per annum
      on the average daily amount of the Revolving LC Exposure (excluding any portion
      thereof attributable to unreimbursed LC Disbursements) with respect to each
      Revolving Letter of Credit issued by such Issuing Bank during the period from
      and including the Effective Date to but excluding the later of the date of
      termination of the Revolving Commitments and the date on which there ceases
      to
      be any Revolving LC Exposure with respect to Revolving Letters of Credit issued
      by such Issuing Bank, (iii)
      to each Deposit
      Issuing Bank a fronting fee, which shall accrue at the rate of 0.05% per annum
      on the average daily amount of the Deposit LC Exposure (excluding any portion
      thereof attributable to unreimbursed LC Disbursements) with respect to each
      Deposit Letter of Credit issued by such Issuing Bank during the period from
      and
      including the Effective Date to but excluding the later of the date of
      termination of the Deposit Commitments and the date on which there ceases to
      be
      any Deposit LC Exposure with respect to Deposit Letters of Credit issued by
      such
      Issuing Bank and (iv)
      to each Issuing
      Bank, such Issuing Bank’s standard fees with respect to the issuance, amendment,
      renewal or extension of any Letter of Credit issued by it or processing of
      drawings thereunder. 

     

    (d)  Fees
      accrued
      pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through
      and
      including the last day of March, June, September and December of each year
      shall
      be payable on the third Business Day following each such last day, commencing
      on
      the first such date to occur after the Effective Date; provided
      that all such fees
      for the account of Lenders of either Class shall be payable on the date on
      which
      the Commitments of such Class terminate and any such fees accruing after the
      date on which such Commitments terminate shall be payable on demand. All such
      fees shall be computed on the basis of a year of 365 days (or 366 days in a
      leap
      year) and shall be payable for the actual number of days elapsed (including
      the
      first day but excluding the last day).
      Any other fees
      payable to any Issuing Bank pursuant to this Section shall be payable within
      10
      days after demand.

     

    (e)  The
      Company agrees
      to pay (i)
      to the
      Administrative Agent, the Collateral Agent and the Lead Arrangers, for their
      own
      accounts, fees payable in the amounts and at the times separately agreed to
      pursuant to the Fee Letters and (ii)
      on or prior to the
      Effective Date, to the Administrative Agent for the account of each Lender
      an
      upfront fee in an amount separately agreed with the Lenders.

     

    (f)  All
      fees payable
      hereunder shall be paid on the dates due, in immediately available funds, to
      the
      Administrative Agent (or to each Issuing Bank, in the case of fees payable
      to
      it) for distribution (if applicable) to the Lenders as specified above. Fees
      paid shall not be refundable under any circumstances.

     

    Section
      2.11  .
      Interest.
(a)
      The Loans
      comprising each ABR Borrowing shall bear interest at the Alternate Base Rate
      plus the Applicable Rate.

     

    (b)  The
      Loans
      comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
      Rate for the Interest Period in effect for such Borrowing plus the Applicable
      Rate.

     

    (c)  Notwithstanding
      the
      foregoing, if any principal of or interest on any Loan or any fee or other
      amount payable by any Borrower hereunder is not paid when due, whether at stated
      maturity, upon acceleration or otherwise, such overdue amount shall bear
      interest, after as well as before judgment, at a rate per annum equal to
(i)
      in the case of
      overdue principal of any Loan, 2% plus the rate otherwise applicable to such
      Loan as provided in the preceding paragraphs of this Section
      2.11
      or (ii)
      in the case of any
      other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph
      (a)
      of this
Section
      2.11.

     

    (d)  Accrued
      interest on
      each Loan shall be payable in arrears on each Interest Payment Date for such
      Loan and, in the case of Revolving Loans, upon termination of the Revolving
      Commitments; provided
      that (i)
      interest accrued
      pursuant to paragraph (c)
      of this
Section
      2.11
      shall be payable on demand, (ii)
      in the event of
      any repayment or prepayment of any Loan, accrued interest on the principal
      amount repaid or prepaid shall be payable on the date of such repayment or
      prepayment and (iii)
      in the event of
      any conversion of any Eurodollar Loan prior to the end of the current Interest
      Period therefor, accrued interest on such Loan shall be payable on the effective
      date of such conversion.

     

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

     

    Section
      2.12  .
      Alternate
      Rate of Interest. If
      prior to the
      commencement of any Interest Period for a Eurodollar Borrowing of either
      Class:

     

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

     

    (b)  the
      Administrative
      Agent is advised by the Majority Class Lenders that the Adjusted LIBO Rate
      or
      the LIBO Rate, as applicable, for such Interest Period will not adequately
      and
      fairly reflect the cost to such Lenders of making or maintaining their Loans
      included in such Borrowing for such Interest Period;

     

    then
      the
      Administrative Agent shall give notice thereof to the Borrowers and the Lenders
      of such Class by telephone or telecopy as promptly as practicable thereafter
      and, until the Administrative Agent notifies the Borrowers and such Lenders
      that
      the circumstances giving rise to such notice no longer exist, (i)
      any Interest
      Election Request that requests the conversion of any Borrowing of the affected
      Class to, or continuation of any Borrowing of the affected Class as, a
      Eurodollar Borrowing shall be ineffective, and (ii)
      if any Borrowing
      Request requests a Eurodollar Borrowing of the affected Class, such Borrowing
      shall be made as an ABR Borrowing.

     

    Section
      2.13  .
      Increased
      Costs. 

     

    (a)  If
      any Change in
      Law shall:

     

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

     

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

     

    in
      each case other than as specified in paragraph (b)
      below, and the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurodollar Loan (or of maintaining its obligation
      to
      make any such Loan) or to increase the cost to such Lender or such Issuing
      Bank
      of participating in, issuing or maintaining any Letter of Credit or to reduce
      the amount of any sum received or receivable by such Lender or such Issuing
      Bank
      hereunder (whether of principal, interest or otherwise), in each case by an
      amount that such Lender or such Issuing Bank reasonably deems to be material,
      then the applicable Borrower or Borrowers will pay to such Lender or such
      Issuing Bank, as the case may be, in accordance with paragraph (c)
      of this
Section
      2.13
      after such Borrower’s receipt of its written demand accompanied by documentation
      specifying in reasonable detail the events and circumstances and the applicable
      Change in Law in support of any such reimbursement request, such additional
      amount or amounts necessary to compensate such Lender or such Issuing Bank,
      as
      the case may be, for such additional costs incurred or reduction
      suffered.

     

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

     

    (c)  A
      certificate of a
      Lender or such Issuing Bank setting forth the amount or amounts necessary to
      compensate such Lender or such Issuing Bank or its holding company, as the
      case
      may be, together with the relevant demand and accompanying documentation, all
      as
      specified in paragraph (a)
      or (b)
      of this
Section
      2.13,
      shall be delivered to the Company and shall be conclusive absent manifest error.
      The Company shall pay such Lender or such Issuing Bank, as the case may be,
      the
      amount shown as due on any such certificate within 30 days after receipt
      thereof. 

     

    (d)  Failure
      or delay on
      the part of any Lender or any Issuing Bank to demand compensation pursuant
      to
      this Section
      2.13
      shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to
      demand such compensation; provided
      that a Borrower
      shall not be required to compensate a Lender or an Issuing Bank pursuant to
      this
      Section for any increased costs or reductions incurred more than 180 days prior
      to the date that such Lender or such Issuing Bank, as the case may be, notifies
      the Company of the Change in Law giving rise to such increased costs or
      reductions and of such Lender’s or such Issuing Bank’s intention to claim
      compensation therefor in accordance with this Section; provided further
      that, if the
      Change in Law giving rise to such increased costs or reductions is retroactive,
      then the 180-day period referred to above shall be extended to include the
      period of retroactive effect thereof.

     

    Section
      2.14  .
      Break Funding
      Payments. In
      the event of
(a)
      the payment of any
      principal of any Eurodollar Loan other than on the last day of an Interest
      Period applicable thereto (including as a result of an Event of Default or
      any
      prepayment under Section
      2.09(a)
      or
      2.09(c)),
(b)
      the conversion of
      any Eurodollar Loan other than on the last day of the Interest Period applicable
      thereto, (c)
      the failure to
      borrow, convert, continue or prepay any Eurodollar Loan on the date specified
      in
      any notice delivered pursuant hereto (regardless of whether such notice may
      be
      revoked under Section
      2.09(b)
      and is revoked in
      accordance therewith), or (d)
      the assignment of
      any Eurodollar Loan other than on the last day of the Interest Period applicable
      thereto as a result of a request by a Borrower pursuant to Section
      2.17,
      then, in any such event, such Borrower shall compensate each Lender for the
      loss, cost and expense attributable to such event. In the case of a Eurodollar
      Loan, such loss, cost or expense to any Lender shall be deemed to include an
      amount determined by such Lender to be the excess, if any, of (i)
      the amount of
      interest which would have accrued on the amount so prepaid or converted, or
      not
      so borrowed, continued, converted or prepaid, at the Adjusted LIBO Rate that
      would have been applicable to such Eurodollar Loan, for the period from the
      date
      of such event to the last day of the then current Interest Period therefor
      (or,
      in the case of a failure to borrow, convert or continue, for the Interest Period
      that would have commenced on the date of such failure for such Loan), over
      (ii)
      the amount of
      interest that would have accrued to such Lender on such principal amount for
      such period at the interest rate which such Lender would bid were it to bid,
      at
      the commencement of such period, for dollar deposits of a comparable amount
      and
      period from other banks in the interbank eurodollar market. A certificate of
      any
      Lender setting forth any amount or amounts that such Lender is entitled to
      receive pursuant to this Section shall be delivered to the applicable Borrower
      and shall be conclusive absent manifest error. Each affected Lender requesting
      payment under this Section shall submit written demand specifying in reasonable
      detail the events and circumstances resulting in such payment obligation,
      together with a certificate as to any amounts payable pursuant to this Section
      to the applicable Borrower. The applicable Borrower shall pay such Lender the
      amount shown as due on any such certificate within 30 days after receipt
      thereof.

     

    Section
      2.15  .
      Taxes.
(a)
      Any and all
      payments by or on account of any obligation of any Borrower hereunder shall
      be
      made free and clear of and without deduction for any Indemnified Taxes or Other
      Taxes; provided
      that if a Borrower
      shall be required to deduct any Indemnified Taxes or Other Taxes from such
      payments, then (i)
      the sum payable
      shall be increased as necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this Section)
      the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
      an amount equal to the sum it would have received had no such deductions been
      made, (ii)
      such Borrower
      shall make such deductions, and (iii)
      such Borrower
      shall pay the full amount deducted to the relevant Governmental Authority in
      accordance with applicable law. 

     

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

     

    (c)  Each
      Borrower shall
      indemnify the Administrative Agent, each Lender and each Issuing Bank, within
      10
      days after written demand therefor, for the full amount of any Indemnified
      Taxes
      or Other Taxes paid by the Administrative Agent, such Lender or such Issuing
      Bank, as the case may be, on or with respect to any payment by or on account
      of
      any obligation of any Borrower hereunder (including Indemnified Taxes or Other
      Taxes imposed or asserted on or attributable to amounts payable under this
      Section) and any penalties, interest and reasonable expenses arising therefrom
      or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
      were correctly or legally imposed or asserted by the relevant Governmental
      Authority. A certificate as to the amount of such payment or liability delivered
      to a Borrower by a Lender or an Issuing Bank, or by the Administrative Agent
      on
      its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive
      absent manifest error. 

     

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

     

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

     

    (f)  The
      Administrative
      Agent or a Lender shall determine if, in its reasonable discretion, it has
      received a refund of any Indemnified Taxes or Other Taxes as to which it has
      been indemnified by a Borrower or with respect to which a Borrower has paid
      additional amounts pursuant to this Section
      2.15.
      If it determines that it has received any such refund, it shall pay over such
      refund to such Borrower (but only to the extent of indemnity payments made,
      or
      additional amounts paid, by such Borrower under this Section
      2.15
      with respect to the Indemnified Taxes or Other Taxes giving rise to such
      refund), net of all out-of-pocket expenses of the Administrative Agent or such
      Lender and without interest (other than any interest paid by the relevant
      Governmental Authority with respect to such refund); provided
      that each
      Borrower, upon the request of the Administrative Agent or such Lender, agrees
      to
      repay the amount paid over to such Borrower (plus any penalties, interest or
      other charges imposed by the relevant Governmental Authority) to the
      Administrative Agent or such Lender in the event the Administrative Agent or
      such Lender is required to repay such refund to such Governmental Authority.
      This Section shall not be construed to require the Administrative Agent or
      any
      Lender to make available its tax returns (or any other information relating
      to
      its taxes which it deems confidential) to any Borrower or any other
      Person. 

     

    Section
      2.16  .
      Payments
      Generally; Pro Rata Treatment; Sharing of Set-Offs. (a)
      Each Borrower
      shall make each payment required to be made by it hereunder and, unless stated
      otherwise therein, under any of the other Loan Documents (whether of principal,
      interest, fees or reimbursement of LC Disbursements, or of amounts payable
      under
      Section 2.13,
2.14
      or 2.15,
      or otherwise)
      prior to 12:00 noon, New York City time, on the date when due, in immediately
      available funds, without set-off or counterclaim. Any amounts received after
      such time on any date may, in the discretion of the Administrative Agent, be
      deemed to have been received on the next succeeding Business Day for purposes
      of
      calculating interest thereon. All such payments shall be made to the
      Administrative Agent at its offices at 270 Park Avenue, New York, New York,
      except payments to be made directly to an Issuing Bank as expressly provided
      herein and except that payments pursuant to Sections 2.13,
2.14,
2.15
      and 10.03
      shall be made
      directly to the Persons entitled thereto. The Administrative Agent shall
      distribute any such payments received by it for the account of any other Person
      to the appropriate recipient promptly following receipt thereof, provided
      that
      prepayments of
      Deposit Loans and reimbursements of LC Disbursements in respect of Deposit
      Letters of Credit shall be deposited by the Administrative Agent in the Deposit
      Account to the extent provided in Section
      2.18(b).
      If any payment
      hereunder shall be due on a day that is not a Business Day, the date for payment
      shall be extended to the next succeeding Business Day, and, in the case of
      any
      payment accruing interest, interest thereon shall be payable for the period
      of
      such extension. All payments hereunder shall be made in dollars.

     

    (b)  Except
      as otherwise
      provided in Section
      2.09(c),
      if at any time
      insufficient funds are received by and available to the Administrative Agent
      to
      pay fully all amounts of principal, unreimbursed LC Disbursements, interest
      and
      fees then due hereunder, such funds shall be applied (i)
      first, towards
      payment of interest and fees then due hereunder, ratably among the parties
      entitled thereto in accordance with the amounts of interest and fees then due
      to
      such parties, and (ii)
      second, towards
      payment of principal and unreimbursed LC Disbursements then due hereunder,
      ratably among the parties entitled thereto in accordance with the amounts of
      principal and unreimbursed LC Disbursements then due to such
      parties.

     

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

     

    (d)  Unless
      the
      Administrative Agent shall have received notice from a Borrower prior to the
      date on which any payment is due to the Administrative Agent for the account
      of
      the Lenders or any Issuing Bank hereunder that such Borrower will not make
      such
      payment, the Administrative Agent may assume that such Borrower has made such
      payment on such date in accordance herewith and may, in reliance upon such
      assumption, distribute to the Lenders or the applicable Issuing Bank, as the
      case may be (or, to the extent provided in Section 2.18(b), deposit in the
      Deposit Account), the amount due. In such event, if such Borrower has not in
      fact made such payment, then each of the Lenders or any applicable Issuing
      Bank,
      as the case may be, severally agrees to repay to the Administrative Agent
      forthwith on demand the amount so distributed to such Lender or such Issuing
      Bank (or, if such amount shall have been deposited in the Deposit Account,
      each
      Deposit Lender authorizes the Administrative Agent to withdraw such amount
      from
      the Deposit Account), with interest thereon, for each day from and including
      the
      date such amount is distributed to it (or deposited in the Deposit Account
      and
      credited to its Deposit Sub-Account) to but excluding the date of payment to
      or
      recovery by the Administrative Agent, at the greater of the Federal Funds
      Effective Rate and a rate determined by the Administrative Agent in accordance
      with banking industry rules on interbank compensation.

     

    (e)  If
      any Lender shall
      fail to make any payment required to be made by it pursuant to Section
2.04(d)
      or 2.04(e),
      2.05(b), or
2.16(d),
      then the
      Administrative Agent may, in its discretion (notwithstanding any contrary
      provision hereof), apply any amounts thereafter received by the Administrative
      Agent for the account of such Lender to satisfy such Lender’s obligations under
      such Sections until all such unsatisfied obligations are fully
      paid.

     

    Section
      2.17  .
      Mitigation
      Obligations; Replacement of Lenders. (a)
      If any Lender
      requests compensation under Section
      2.13,
      or if any Borrower is required to pay any additional amount to any Lender or
      any
      Governmental Authority for the account of any Lender pursuant to Section
      2.15,
      then such Lender shall use reasonable efforts to designate a different lending
      office for funding or booking its Loans hereunder or to assign its rights and
      obligations hereunder to another of its offices, branches or affiliates, if,
      in
      the judgment of such Lender, such designation or assignment (i)
      would eliminate or
      reduce amounts payable pursuant to Section 2.13
      or 2.15,
      as the case may
      be, in the future and (ii)
      would not subject
      such Lender to any unreimbursed cost or expense and would not otherwise be
      disadvantageous to such Lender. Each Borrower hereby agrees to pay all
      reasonable costs and expenses incurred by any Lender in connection with any
      such
      designation or assignment.

     

    (b)  If
      (w) any Lender
      requests compensation under Section
      2.13,
      or (x) if any Borrower is required to pay any additional amount to any Lender
      or
      any Governmental Authority for the account of any Lender pursuant to
Section
      2.15,
      or (y) if any Lender defaults in its obligation to fund Loans hereunder or
      (z)
      any Lender (or any Lender of the applicable Class) refuses to grant its approval
      with respect to any matter requiring the approval of all Lenders (or all Lenders
      of a Class) and such matter shall have been approved by Lenders having Credit
      Exposures in excess of 66-2/3%
      of the aggregate
      Credit Exposures (or, with respect to Lenders of a particular Class, Lenders
      of
      such Class having Credit Exposures in excess of 66-2/3%
      of the aggregate
      Credit Exposures of such Class), then the Company may, at its sole expense
      and
      effort, upon notice to such Lender and the Administrative Agent, require such
      Lender to assign and delegate, without recourse (in accordance with and subject
      to the restrictions contained in Section
      10.04),
      all its
      interests, rights and obligations under this Agreement to an assignee that
      shall
      assume such obligations (which assignee may be another Lender, if a Lender
      accepts such assignment); provided
      that (i)
      the Company shall
      have received the prior written consent of the Administrative Agent, which
      consent shall not unreasonably be withheld, (ii)
      such Lender shall
      have received payment of an amount equal to the outstanding principal of its
      Loans, participations in LC Disbursements and its Deposit (if any), accrued
      interest thereon, accrued fees and all other amounts payable to it hereunder,
      from the assignee (to the extent of such outstanding principal, participations
      in LC Disbursements, Deposit and accrued interest and fees) or the Borrowers
      (in
      the case of all other amounts) and (iii)
      in the case of any
      such assignment resulting from a claim for compensation under Section
      2.13
      or payments required to be made pursuant to Section
      2.15,
      such assignment will result in a reduction in such compensation or payments.
      A
      Lender shall not be required to make any such assignment and delegation if,
      prior thereto, as a result of a waiver by such Lender or otherwise, the
      circumstances entitling the Company to require such assignment and delegation
      cease to apply.

     

    Section
      2.18  .
      Deposit
      Account. (a) Establishment
      of
      Deposit Account and Deposit Sub-Accounts.
      On or prior to
      the Effective Date, the Administrative Agent shall establish a deposit account
      in the name of the Administrative Agent at JPMCB with the title “El Paso 2006
      Deposit-Funded Credit Facility Deposit Account” (the “Deposit
      Account”).
      The
      Administrative Agent shall maintain records enabling it to determine at any
      time
      the amount of the interest of each Deposit Lender in the Deposit Account (the
      interest of each such Lender in the Deposit Account, as evidenced by such
      records, being referred to as such Lender’s “Deposit
      Sub-Account”).
      The
      Administrative Agent shall establish such additional Deposit Sub-Accounts for
      assignee Deposit Lenders as shall be required pursuant to Section
      10.04(b).
      No Person (other
      than the Administrative Agent) shall have the right to make any withdrawal
      from
      the Deposit Account or to exercise any other right or power with respect thereto
      except as expressly provided in paragraph (c) below or in Section
      10.04(b).
      Without limiting
      the generality of the foregoing, each party hereto acknowledges and agrees
      that
      the Deposits are and will at all times be property of the Deposit Lenders,
      and
      that no amount on deposit at any time in the Deposit Account shall be the
      property of any of the Credit Parties, constitute “Collateral” under the Loan
      Documents or otherwise be available in any manner to satisfy any Obligations
      of
      any of the Credit Parties under the Loan Documents. Each Deposit Lender agrees
      that its right, title and interest in and to the Deposit Account shall be
      limited to the right to require amounts in its Deposit Sub-Account to be applied
      as provided in paragraph (c) below and that it will have no right to require
      the
      return of its Deposit other than as expressly provided in such paragraph (c)
      (each Deposit Lender hereby acknowledging that (i) its Deposit constitutes
      payment for its participations in Deposit Letters of Credit issued or to be
      issued hereunder, (ii) its Deposit and any investments made therewith shall
      secure its obligations to the Deposit Issuing Bank hereunder (each such Lender
      hereby granting to the Administrative Agent, for the benefit of the Deposit
      Issuing Bank, a security interest in its Deposit and agreeing that the
      Administrative Agent, as holder of the Deposits and any investments made
      therewith, will be acting, inter alia,
      as collateral
      agent for the Deposit Issuing Bank) and (iii) the Deposit Issuing Bank will
      be
      issuing, amending, renewing and extending Letters of Credit in reliance on
      the
      availability of such Lender’s Deposit to discharge such Lender’s obligations in
      accordance with Section
      2.04(e)
      in connection with
      any LC Disbursement thereunder). The funding of the Deposits and the agreements
      with respect thereto set forth in this Agreement constitute arrangements among
      the Administrative Agent, the Deposit Issuing Bank and the Deposit Lenders
      with
      respect to the funding obligations of the Deposit Lenders under this Agreement,
      and the Deposits do not constitute loans or extensions of credit to any Credit
      Party. No Credit Party shall have any responsibility or liability to the Deposit
      Lenders, the Agents or any other Person in respect of the establishment,
      maintenance, administration or misappropriation of the Deposit Account (or
      any
      Deposit Sub-Account) or with respect to the investment of amounts held therein,
      including pursuant to paragraph (d) below, or the duties and responsibilities
      of
      the Administrative Agent with respect to the foregoing contemplated by paragraph
      (e) below. JPMCB hereby waives any right of setoff against the Deposits that
      it
      may have under applicable law or otherwise with respect to amounts owed to
      it by
      Deposit Lenders (it being agreed that such waiver shall not reduce the rights
      of
      JPMCB, in its capacity as the Deposit Issuing Bank or otherwise, to apply or
      require the application of the Deposits in accordance with the provisions of
      this Agreement).

     

    (b)  Deposits
      in
      Deposit Account.
      The following
      amounts will be deposited in the Deposit Account at the following
      times:

     

    (i)  On
      the Effective
      Date, each Deposit Lender shall deposit in the Deposit Account an amount in
      dollars equal to such Lender’s Deposit Commitment. Thereafter, the Deposits
      shall be available, on the terms and subject to the conditions set forth herein,
      (A) to fund Deposit Loans by such Lender pursuant to Section 2.01(b) and (B)
      for
      application pursuant to Section
      2.04(e)
      to reimburse such
      Lender’s Deposit Percentage of LC Disbursements in respect of Deposit Letters of
      Credit that are not reimbursed by the applicable Borrower. The obligations
      of
      the Deposit Lenders to make the Deposits required by this clause (i) are
      several, and no Deposit Lender shall be responsible for any other Lender’s
      failure to make its Deposit as so required.

     

    (ii)  On
      any date prior
      to the Deposit Maturity Date on which the Administrative Agent receives any
      payment for the account of any Deposit Lender with respect to the principal
      amount of any of its Deposit Loans, subject to clause (iv) below, the
      Administrative Agent shall deposit such amount in the Deposit Account and credit
      such amount to the Deposit Sub-Account of such Lender.

     

    (iii)  On
      any date prior
      to the Deposit Maturity Date on which the Administrative Agent or the Deposit
      Issuing Bank receives any reimbursement payment from any Borrower in respect
      of
      an LC Disbursement with respect to which amounts were withdrawn from the Deposit
      Account to reimburse the Deposit Issuing Bank, subject to clause (iv) below,
      the
      Administrative Agent shall deposit such reimbursement payment in the Deposit
      Account, and credit to the Deposit Sub-Account of each of the Deposit Lenders,
      such Deposit Lender’s Deposit Percentage of such reimbursement payment, in
      accordance with Section
      2.04(e).

     

    (iv)  If
      at any time when
      any amount would otherwise be required to be deposited in the Deposit Account
      under clause (ii) or (iii) above the sum of such amount and the aggregate amount
      of the Deposits at such time would exceed (x) the aggregate amount of the
      Deposit Commitments minus (y) the aggregate principal amount of all outstanding
      Deposit Loans, then such excess shall not be deposited in the Deposit Account
      and the Administrative Agent shall instead pay to each Deposit Lender its
      Deposit Percentage of such excess.

     

    (v)  Concurrently
      with
      the effectiveness of any assignment by any Lender of all or any portion of
      its
      Deposit Commitment, the Administrative Agent shall transfer into the Deposit
      Sub-Account of the assignee the corresponding portion of the amount on deposit
      in the assignor’s Deposit Sub-Account in accordance with Section
      10.04(b).

     

    (c)  Withdrawals
      From
      and Closing of Deposit Account. Amounts
      on deposit
      in the Deposit Account shall be withdrawn and distributed (or transferred,
      in
      the case of clause (v) below) by the Administrative Agent as
      follows:

     

    (i)  On
      each date on
      which a Deposit Borrowing is to be made, the Administrative Agent shall,
      pursuant to Section
      2.05,
      and subject to the satisfaction of the conditions applicable thereto set forth
      in Article
      3,
      withdraw from the Deposit Account the principal amount of such Borrowing (and
      debit the Deposit Sub-Account of each Deposit Lender in the amount of such
      Lender’s Deposit Percentage of such Borrowing) and make such amount available to
      the applicable Borrower in accordance with Section 2.05(a).

     

    (ii)  On
      each date on
      which the Deposit Issuing Bank is to be reimbursed by the Deposit Lenders
      pursuant to Section 2.04(e) for any LC Disbursement, the Administrative Agent
      shall withdraw from the Deposit Account the amount of such unreimbursed LC
      Disbursement (and debit the Deposit Sub-Account of each Deposit Lender in the
      amount of such Lender’s Deposit Percentage of such unreimbursed LC Disbursement)
      and make such amount available to the Deposit Issuing Bank in accordance with
      Section 2.04(e).

     

    (iii)  Concurrently
      with
      each voluntary reduction of the Deposit Commitments pursuant to and in
      accordance with Section
      2.07(b),
      the
      Administrative Agent shall withdraw from the Deposit Account and pay to each
      Deposit Lender such Lender’s Deposit Percentage of any amount by which the
      Deposits would exceed (x) the aggregate amount of the Deposit Commitments,
      after
      giving effect to such reduction of the Deposit Commitments, minus (y) the
      aggregate principal amount of the outstanding Deposit Loans.

     

    (iv)  Concurrently
      with
      any termination of the Deposit Commitments pursuant to and in accordance with
      Section
      2.07(a)
      or Article
      7,
      the
      Administrative Agent shall withdraw from the Deposit Account and pay to each
      Deposit Lender such Lender’s Deposit Percentage of the excess at such time of
      the aggregate amount of the Deposits over the Deposit LC Exposure.

     

    (v)  Concurrently
      with
      the effectiveness of any assignment by any Deposit Lender of all or any portion
      of its Deposit Commitment, the corresponding portion of the assignor’s Deposit
      Sub-Account shall be transferred from the assignor’s Deposit Sub-Account to the
      assignee’s Deposit Sub-Account in accordance with Section
      10.04(b)
      and, if required
      by Section
      10.04(b),
      the
      Administrative Agent shall close such assignor’s Deposit
      Sub-Account.

     

    (vi)  Upon
      the reduction
      of each of the Deposit Commitments and the Deposit LC Exposure to zero, the
      Administrative Agent shall withdraw from the Deposit Account and pay to each
      Deposit Lender such Lender’s Deposit Percentage of the remaining amount, and
      shall close the Deposit Account.

     

    Each
      Deposit Lender
      irrevocably and unconditionally agrees that its Deposit may be applied or
      withdrawn from time to time as set forth in this paragraph (c).

     

    (d)  Investment
      of
      Amounts in Deposit Account.
      The
      Administrative Agent shall invest, or cause to be invested, the Deposit of
      each
      Deposit Lender so as to earn for the account of such Lender a return thereon
      (the “Deposit
      Return”)
      for each day at
      a rate per annum equal to (i) the one month LIBOR rate as determined by the
      Administrative Agent on such day (or if such day was not a Business Day, the
      first Business Day immediately preceding such day) based on rates for deposits
      in dollars (as set forth by Bloomberg L.P.-page BTMM or any other comparable
      publicly available service as may be selected by the Administrative Agent)
      (the
“Benchmark
      LIBO Rate”)
      minus (ii) 0.10%
      per annum (based on a 365/366 day year). The Benchmark LIBO Rate will be reset
      on each Business Day. The Deposit Return accrued through and including the
      last
      day of March, June, September and December of each year shall be payable by
      the
      Administrative Agent to each Deposit Lender on the third Business Day following
      such last day, commencing on the first such date to occur after the Effective
      Date, and on the date on which each of the Deposit Commitments and the Deposit
      LC Exposure shall have been reduced to zero, and the Administrative Agent agrees
      to pay to each Deposit Lender the amounts due to it under this sentence. No
      Credit Party shall have any obligation under or in respect of the provisions
      of
      this paragraph (d).

     

    (e)  Sub-Agents.
      As provided in
Article
      9,
      the
      Administrative Agent may perform any and all of its duties and exercise its
      rights and powers contemplated by this Section
      2.18
      by or through one or more sub-agents appointed by it (which may include any
      of
      its Affiliates). The parties hereto acknowledge that on or prior to the
      Effective Date the Administrative Agent has engaged JPMorgan Chase Institutional
      Trust Services to act as its sub-agent in connection with the Deposit Account,
      and that in such capacity JPMorgan Chase Institutional Trust Services shall
      be
      entitled to the benefit of all the provisions of this Agreement contemplated
      by
Article
      9,
      including the provisions of Section
      10.03.

     

    (f)  Sufficiency
      of
      Deposits to Provide for Deposit LC Exposure.
      Notwithstanding
      any other provision of this Agreement, no Deposit Loan shall be made, and no
      Deposit Letter of Credit shall be issued or the stated amount thereof increased,
      if after giving effect thereto the aggregate amount of the Deposits would be
      less than the Deposit LC Exposure. The Administrative Agent agrees to provide,
      at the request of the Deposit Issuing Bank, information to such Issuing Bank
      as
      to the aggregate amount of the Deposits.

     

    (g)  Satisfaction
      of
      Lender Funding Obligations.
      Each Borrower and
      the Deposit Issuing Bank acknowledges and agrees that, notwithstanding any
      other
      provision contained herein, the deposit by each Deposit Lender in the Deposit
      Account on the Effective Date of funds equal to its Deposit Commitment will
      fully discharge the obligation of such Lender to fund Deposit Loans by such
      Lender pursuant to Section
      2.02(a)
      and to reimburse
      such Lender’s Deposit Percentage of LC Disbursements in respect of Deposit
      Letters of Credit that are not reimbursed by the applicable Borrower pursuant
      to
Section
      2.04(d)
      or (e),
      and that no other
      or further payments shall be required to be made by any Deposit Lender in
      respect of any such funding or reimbursement obligations.

     

     

    ARTICLE
      3

    Conditions

     

    Section
      3.01  .
      Effective
      Date; Conditions to Initial Credit Event. This
      Agreement and
      the other Loan Documents, and the obligations of the Lenders to make Loans
      hereunder and of the Issuing Banks to issue Letters of Credit hereunder, shall
      not become effective until the date (the “Effective
      Date”)
      on which each of
      the following conditions is satisfied (or waived in accordance with Section
      10.02):

     

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

     

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

     

    (i)  true
      and correct
      copies of the resolutions of the Board of Directors (or a committee thereof)
      of
      each of the Borrowers, certified as to authenticity by the Secretary or an
      Assistant Secretary (or equivalent) of such Borrower, approving the borrowings
      and any Guaranties contemplated hereby and authorizing the execution of this
      Agreement and the other Loan Documents, to the extent such Borrower is a party
      thereto, and of all documents evidencing other required Business Entity action
      of each of the Borrowers and required governmental approvals to each of the
      Borrowers, if any, with respect to this Agreement and the other Loan
      Documents.

     

    (ii)  true
      and correct
      copies of the resolutions of the Board of Directors (or a committee thereof)
      of
      each of the Subsidiary Guarantors (but excluding any Released Parties),
      certified as to authenticity by the Secretary or an Assistant Secretary (or
      equivalent) of such Subsidiary Guarantor, approving the Guaranty of the
      Subsidiary Guarantors pursuant to the Subsidiary Guarantee Agreement as
      contemplated hereby and authorizing the execution of such Subsidiary Guarantee
      Agreement and the other Loan Documents, to the extent such Subsidiary Guarantor
      is a party thereto, and of all documents evidencing other required Business
      Entity action of each of the Subsidiary Guarantors and required governmental
      approvals to each of the Subsidiary Guarantors, if any, with respect to the
      Subsidiary Guarantee Agreement and the other Loan Documents.

     

    (iii)  a
      certificate of
      the Secretary or an Assistant Secretary (or the equivalent) of each of the
      Credit Parties (but excluding any Released Parties) certifying the names and
      true signatures of the officers of each such Credit Party authorized to sign
      any
      Loan Document and any other documents to be delivered by it hereunder or
      thereunder.

     

    (iv)  true
      and correct
      copies of the Business Entity organizational or formation documents of each
      Credit Party and of each Pledged Company (but excluding any Released Parties),
      certified as to the receipt and filing of public record thereof by the
      appropriate filing officer (or the office thereof) to the extent such documents
      are required by law to be on file in the jurisdiction of organization or
      formation of such Person, and further certified as to authenticity and
      completeness by the Secretary or an Assistant Secretary (or the equivalent)
      of
      such Person.

     

    (v)  copies
      of
      certificates dated as of a recent date from the Secretary of State or other
      appropriate authority of such jurisdiction, evidencing the good standing (or
      equivalent status) of each of the Credit Parties and of each Pledged Company
      (but excluding any Released Parties) in its state of organization or
      formation.

     

    (vi)  written
      opinions of
(A)
      Andrews Kurth LLP,
      counsel for the Credit Parties, substantially in the form of Exhibit
      F-1,
      and (B)
      the General
      Counsel or Associate General Counsel of the Company, substantially in the form
      of Exhibit F-2.
      The Borrowers
      hereby request such counsel to deliver such opinions.

     

    (vii)  a
      letter from the
      Process Agent, in substantially the form of Exhibit
      G,
      agreeing to act as Process Agent for each of the Borrowers and the Subsidiary
      Guarantors and to forward forthwith all process received by it to the Company
      and such other Credit Party, as applicable.

     

    (viii)  certificates,
      dated
      the Effective Date and signed by the President, a Vice President or a Financial
      Officer of the Company and of each Pipeline Company Borrower, confirming
      compliance with the conditions set forth in paragraphs (a)
      and (b)
      of Section
      3.02.

     

    (ix)  certificates,
      dated
      the Effective Date and signed by the President, a Vice President or a Financial
      Officer of the Company and each Pipeline Company Borrower, confirming that
      no
      default or event of default that has not been waived shall have occurred and
      be
      continuing under the Existing Facility (as in effect immediately prior to the
      Effective Date).

     

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

     

    (d)  (i)
      All Term Loans
      (as such term is defined in the Existing Facility) outstanding under the
      Existing Facility shall have been prepaid (or shall be prepaid simultaneously
      with the closing hereunder), together with accrued interest thereon and accrued
      commitment and other fees and all other amounts thereunder, and the
      Administrative Agent shall have received evidence satisfactory to it of the
      foregoing, (ii) all Revolving Loans, Revolving Letters of Credit and Revolving
      Commitments (as such terms are defined in the Existing Facility) outstanding
      under the Existing Facility shall be deemed Revolving Loans, Revolving Letters
      of Credit and Revolving Commitments, respectively, hereunder and (iii) all
      Deposit Loans, Deposit Letters of Credit and Deposit Commitments (as such terms
      are defined in the Existing Facility) outstanding under the Existing Facility
      shall be deemed Deposit Loans, Deposit Letters of Credit and Deposit
      Commitments, respectively, hereunder.

     

    (e)  The
      Administrative
      Agent shall have received (i)
      evidence in form
      and substance satisfactory to it that all filings, recordings, registrations
      and
      other actions, including, without limitation, the filing of duly completed
      Uniform Commercial Code financing statements, necessary or, in the opinion
      of
      the Administrative Agent, desirable to perfect the Transaction Liens shall
      have
      been completed, (ii)
      the certificates,
      if any, representing the stock, limited partnership interests, limited liability
      company interests and general partnership interests or any other Equity Interest
      pledged as of the Effective Date pursuant to the Security Agreement, together
      with an undated stock power or other transfer certificate for each such
      certificate executed in blank by a duly authorized officer of the pledgor
      thereof, and (iii)
      such other
      evidence of the control of the applicable Collateral by the Collateral Agent
      acceptable to the Administrative Agent as may be requested the Administrative
      Agent.

     

    (f)  Each
      of the
      Pipeline Company Borrowers, the Subsidiary Guarantors and the Pledged Companies
      shall be a wholly-owned, direct or indirect, Subsidiary of the
      Company.

     

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

     

    The
      Administrative
      Agent shall notify the Borrowers and the Lenders of the Effective Date and
      the
      satisfaction (or waiver in accordance with Section
      10.02)
      of the conditions set forth in this Section
      3.01,
      and such notice shall be conclusive and binding. Notwithstanding the foregoing,
      the obligations of the Lenders to make Loans and of the Issuing Banks to issue
      Letters of Credit hereunder shall not become effective unless each of the
      foregoing conditions is satisfied (or waived in accordance with Section
      10.02)
      at or prior to 3:00 p.m., New York City time, on August 31, 2006 (and, in the
      event such conditions are not so satisfied or waived, the Commitments shall
      terminate at such time).

     

    On
      the Effective Date, the commitments under the Existing Facility shall terminate,
      without further action by any party thereto. The Lenders which are parties
      to
      the Existing Facility, comprising the “Majority Lenders” as defined therein,
      hereby waive any requirement of notice of termination of the commitments
      pursuant to Section 2.07(c) of the Existing Facility and of prepayment of Loans
      to the extent necessary to give effect to Section 3.01(d) and the immediately
      preceding sentence.

     

    Section
      3.02  .
      Each Credit
      Event. The
      obligation of
      each Lender to make a Loan (excluding any continuation or conversion of a Loan
      and any Loan financing the repayment of an LC Disbursement but including the
      Loans to be made on the Effective Date) on the occasion of any Borrowing, and
      the obligation of any Issuing Bank to issue a requested Letter of Credit
      (including the Letters of Credit to be deemed issued hereunder on the Effective
      Date but excluding the extension or renewal of Letters of Credit) for the
      account of any Borrower (or amend or increase the stated amount of any issued
      Letter of Credit), is subject to the satisfaction of the following
      conditions:

     

    (a)  The
      representations
      and warranties of each Borrower and each other Credit Party set forth in this
      Agreement and the other Loan Documents shall be true and correct in all material
      respects on and as of the date of such Borrowing, or the date of issuance (or
      amendment or increase in the stated amount) of such Letter of Credit, as
      applicable, unless stated to be made on or as of, or to relate to, a specific
      date or period other than the date of such Borrowing or issuance (or amendment
      or increase in the stated amount).

     

    (b)  At
      the time of and
      immediately after giving effect to such Borrowing (and, if any proceeds thereof
      are being applied substantially contemporaneously to satisfy any other
      obligation, to such application) or the issuance (or amendment or increase
      in
      the stated amount) of such Letter of Credit, as applicable, no Default shall
      have occurred and be continuing.

     

    (c)  In
      the case of the
      issuance of a Letter of Credit, to the extent not already in effect between
      the
      Company and the Issuing Bank issuing such Letter of Credit, the applicable
      Borrower shall have executed and delivered standard documentation for account
      parties or reimbursement obligors in connection with the issuances of letters
      of
      credit as is customary for such Issuing Bank and that is not otherwise
      inconsistent with the terms of this Agreement.

     

    Each
      Borrowing and
      each issuance of a (or amendment of or increase in the stated amount of an
      issued) Letter of Credit shall be deemed to constitute a representation and
      warranty by the applicable Borrower on the date thereof as to the matters
      specified in paragraphs (a)
      and (b)
      of this
      Section.

     

     

    ARTICLE
      4 

    Representations
      and
      Warranties

     

    The
      Company, and
      each Pipeline Company Borrower, in each case with respect to itself and its
      Subsidiaries, represents and warrants to the Administrative Agent, the
      Collateral Agent, each Issuing Bank and each Lender that:

     

    Section
      4.01  .
      Organization;
      Powers. The
      Company is a
      Business Entity duly formed, validly existing and in good standing under the
      laws of the State of Delaware. Each other Credit Related Party is duly organized
      or formed, validly existing and, if applicable, in good standing in the
      jurisdiction of its organization or formation. Each Credit Related 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.

     

    Section
      4.02  .
      Authorization. The
      execution,
      delivery and performance by each Credit Party of the Loan 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 (a)
      any Credit Related
      Party’s organizational documents, or (b)
      any law or any
      material contractual restriction binding on or affecting any Credit Related
      Party.

     

    Section
      4.03  .
      Governmental
      Approvals; No Conflicts. 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 any
      Credit Party of any Loan Document to which it is a party, except those necessary
      to comply with laws, rules, regulations and orders required in the ordinary
      course to comply with ongoing obligations of such Credit Party under Sections
      5.01,
5.02
      and 5.07,
      as
      applicable.

     

    Section
      4.04  .
      Binding
      Obligation; Enforceability. This
      Agreement
      constitutes, and the other Loan Documents when delivered hereunder 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.

     

    Section
      4.05  .
      Financial
      Condition. 

     

    (a)  (a)
      The
      consolidated balance sheet of the Company and its consolidated Subsidiaries
      as
      of December 31, 2005, and the related consolidated statements of income and
      cash
      flows of the Company and its consolidated Subsidiaries for the fiscal year
      then
      ended, reported on by PricewaterhouseCoopers LLP, independent public
      accountants, copies of which have been furnished to the Administrative Agent
      and
      the Lenders prior to the date hereof, present fairly, in all material respects,
      the consolidated financial condition of the Company and its consolidated
      Subsidiaries as at such date and the consolidated results of the operations
      of
      the Company and its consolidated Subsidiaries for the period ended on such
      date,
      all in accordance with GAAP consistently applied (except as approved by the
      chief financial officer of such entity and as disclosed therein) , excluding
      for
      purposes of this representation the effect of any subsequent revisions or
      restatements thereto that may be required by the SEC with respect to (i) the
      accounting treatment relating to the negative revision in the proven reserves
      of
      crude oil and natural gas of the Company effected as of or prior to
      December 31, 2003 by an amount equal to approximately 1.83 trillion cubic
      feet equivalent and (ii) the manner in which the Company reported changes to
      the
      accounting for various hedging transactions and related ceiling test impairment
      charges.

     

    (b)  The
      consolidated
      balance sheets of the Company and its consolidated Subsidiaries as of March
      31,
      2006, and the related consolidated statements of income and cash flows of the
      Company and its consolidated Subsidiaries for the fiscal period then ended,
      copies of which have been furnished to the Administrative Agent on or prior
      to
      the date hereof, present fairly, in all material respects, the consolidated
      financial condition of the Company and its consolidated Subsidiaries as at
      such
      date and the consolidated results of the operations of the Company and its
      consolidated Subsidiaries for the period ended on such date, all in accordance
      with GAAP consistently applied (except as approved by the chief financial
      officer of such entity and as disclosed therein), subject in the case of such
      unaudited statements to normal year-end audit adjustments and reduced footnote
      disclosure, excluding for purposes of this representation the effect of any
      subsequent revisions or restatements thereto that may be required by the SEC
      with respect to (i) the accounting treatment relating to the negative revision
      in the proven reserves of crude oil and natural gas of the Company effected
      as
      of or prior to December 31, 2003 by an amount equal to approximately 1.83
      trillion cubic feet equivalent and (ii) the manner in which the Company reported
      changes to the accounting for various hedging transactions and related ceiling
      test impairment charges.

     

    (c)  Except
      as set forth
      in Schedule 4.05 (collectively, the “Disclosure
      Update”),
      as of the
      Effective Date, since December 31, 2005, there has been no Material Adverse
      Effect.

     

    Section
      4.06  .
      Compliance
      with Laws and Agreements. Each
      of the Company
      and its Subsidiaries is in compliance with all laws, rules, regulations and
      orders of any Governmental Authority applicable to it or its property except
      where the failure to comply, individually or in the aggregate, would not, in
      the
      reasonable judgment of the Company, be expected to result in a Material Adverse
      Effect; provided
      that the alleged
      failures to comply with such laws, rules, regulations, and orders that are
      disclosed in any annual report on Form 10-K, quarterly report on Form 10-Q
      or
      current report on Form 8-K filed by any Borrower with the SEC prior to the
      date
      hereof shall not be deemed at any time by the parties to the Loan Documents
      to
      be expected to have a Material Adverse Effect for any purposes
      hereof.

     

    Section
      4.07  .
      Litigation.
There
      is no action,
      suit or proceeding pending, or to the knowledge of any Borrower threatened,
      against or involving any Credit Related Party in any court, or before any
      arbitrator of any kind, or before or by any Governmental Authority, existing
      as
      of the Effective Date (x) that in the reasonable judgment of the Company (taking
      into account the availability of appeals) could reasonably be expected to have
      a
      Material Adverse Effect, except for the proceedings described in the Company’s
      annual report on Form 10-K for the year ended December 31, 2005 or its quarterly
      report on Form 10-Q for the fiscal quarter ended March 31, 2006 (the
“1st
      Quarter
      2006 10-Q”)
      as filed with
      the SEC (the “Disclosed
      Proceedings”)
      or (y) which
      purports to affect the legality, validity, binding effect or enforceability
      of
      the Loan Documents. Since the date of filing of the 1st
      Quarter 2006 10-Q,
      there has been no adverse change in the status of the Disclosed Proceedings
      that, taking into account the availability of any appeals, could reasonably
      be
      expected to increase materially the likelihood of a Material Adverse Effect
      resulting therefrom.

     

    Section
      4.08  .
      Taxes.
Each
      Credit Related
      Party has duly filed all tax returns required to be filed by it, and has duly
      paid and discharged all taxes, assessments and governmental charges upon it
      or
      against its properties now due and payable, the failure to file or pay which,
      as
      applicable, would have a Material Adverse Effect, unless and to the extent
      only
      that the same are being contested in good faith and by appropriate proceedings
      by the Company or the applicable Credit Related Party.

     

    Section
      4.09  .
      Properties.
(a) Each
      Credit Related
      Party has good title to its respective properties and assets, free and clear
      of
      all mortgages, liens and encumbrances, except for (i)
      Transaction Liens
      and (ii)
      other mortgages,
      liens and other encumbrances (including covenants, restrictions, rights,
      easements and minor irregularities in title) that do not materially interfere
      with the business or operations of such Credit Related Party as presently
      conducted or that are permitted by Section
      6.01.

     

    (b)  As
      of the Effective
      Date, the Company is aware of no Liens permitted by Section 6.01(a) solely
      by
      reason of clause (d) of the definition of Collateral Permitted Liens.


     

    Section
      4.10  .
      ERISA.
(a)
      No Termination
      Event has occurred or is reasonably expected to occur with respect to any Plan
      which, with the giving of notice or lapse of time, or both, would constitute
      an
      Event of Default under paragraph (h) of Article
      7.

     

    (b)  Each
      Plan has
      complied with the applicable provisions of ERISA and the Code where the failure
      to so comply would reasonably be expected to result in a Material Adverse
      Effect.

     

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

     

    (d)  Neither
      the Company
      nor any ERISA Affiliate has incurred, or is reasonably expected to incur, any
      Withdrawal Liability to any Multiemployer Plan which, when aggregated with
      all
      other amounts required to be paid to Multiemployer Plans in connection with
      Withdrawal Liability (as of the date of determination), would have a Material
      Adverse Effect.

     

    (e)  Neither
      the Company
      nor any ERISA Affiliate has received any notification that any Multiemployer
      Plan is in reorganization, insolvent or has been terminated, within the meaning
      of Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be
      in
      reorganization, to be insolvent or to be terminated within the meaning of Title
      IV of ERISA the effect of which reorganization, insolvency or termination would
      be the occurrence of an Event of Default under paragraph (h) of Article
      7.

     

    Section
      4.11  .
      Investment
      Company Act. No
      Credit Party is
      an “investment company” or a “company” controlled by an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.

     

    Section
      4.12  .
      Federal
      Reserve Regulations. The
      Borrowings by
      any Borrower under this Agreement and the Notes and the application of the
      proceeds thereof as provided herein will not violate Regulation T, U or X of
      the
      Board of Governors.

     

    Section
      4.13  .
      Collateral.
The
      Security
      Agreement is effective to create in favor of the Collateral Agent, for the
      benefit of the Secured Parties, a valid Lien on, and security interest in,
      all
      right, title and interest of each Credit Party, as applicable, in the
      Collateral, 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 security interest created pursuant to any Security Document 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 any
      Collateral for which control can be established in favor of the Collateral
      Agent
      have been taken, including delivery of such Collateral to the Collateral Agent
      to the extent such Collateral is certificated or for which possession can
      provide perfection with respect thereto.

     

    Section
      4.14  .
      Solvency.
Immediately
      after
      the Transactions are consummated and after giving effect to the application
      of
      the proceeds of each Loan made (or deemed made) and each Letter of Credit issued
      (or deemed issued) on the Effective Date, (a) the fair value of the assets
      of
      each Credit Party, at a fair valuation, will exceed its debts and liabilities,
      subordinated, contingent or otherwise; (b) the present fair saleable value
      of
      the property of each Credit Party will exceed the amount that will be required
      to pay the probable liability of its debts and other liabilities, subordinated,
      contingent or otherwise, as such debts and other liabilities become absolute
      and
      matured; (c) each Credit Party will be able to pay its debts and liabilities,
      subordinated, contingent or otherwise, as such debts and liabilities become
      absolute and matured; and (d) no Credit Party will have unreasonably small
      capital with which to conduct the business in which it is engaged as such
      business is now conducted and proposed to be conducted after the Effective
      Date.

     

    Section
      4.15  .
      Environmental
      Matters. Except
      for the
      matters set forth on Schedule 4.15 and other matters that, in the aggregate,
      could not reasonably be expected to result in a Material Adverse Effect, no
      Credit Related Party (a) has failed to comply with any Environmental Law or
      to
      obtain, maintain or comply with any permit, license or other approval required
      under any Environmental Law, (b) is subject to any Environmental Liability,
      (c)
      has received notice of any claim with respect to any Environmental Liability
      or
      (d) knows of any basis for any Environmental Liability.

     

    Section
      4.16  .
      Insurance.
The
      Company has
      adequate insurance for itself and its Subsidiaries and their properties from
      financially sound and reputable insurance companies that are not affiliates
      of
      the Company in such amounts and covering such risks (with such types and amounts
      of retained risk) as are available on commercially reasonable economic terms
      and
      are customarily carried by companies engaged in similar businesses and owning
      similar properties in localities where the Company and its Subsidiaries
      operate.

     

    Section
      4.17  .
      Disclosure.
The
      publicly
      available information filed by any Credit Related Party with the SEC when taken
      as a whole does not contain any material misstatement of fact or omit to state
      any material facts necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

     

    Section
      4.18  .
      Subsidiaries.
Schedule
      4.18 sets
      forth the name of, and the ownership interest of the Company in, each of its
      Subsidiaries as of March 31, 2006. All the Company’s Subsidiaries are, and will
      at all times be, fully consolidated in its consolidated financial
      statements.

     

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

     

     

    ARTICLE
      5

    Affirmative
      Covenants

     

    Until
      the Final
      Payment Date shall have occurred, unless the Majority Lenders shall otherwise
      consent in writing, each Borrower will, with respect to Sections 5.01
      through
5.06,
      and the Company
      will, with respect to Sections 5.07
      through
      5.10:

     

    Section
      5.01  .
      Preservation
      of Existence. Preserve
      and
      maintain, and, in the case of the Company, cause each other Credit Related
      Party
      to preserve and maintain, its (a)
      existence,
(b)
      rights
      (organizational and statutory), and (c)
      material
      franchises, except as otherwise permitted by Section 6.04
      or 6.05
      or where the
      failure to so preserve would not have a Material Adverse Effect and except
      that
      nothing herein shall prevent any change in Business Entity form of the Company
      or any other Credit Related Party.

     

    Section
      5.02  .
      Compliance
      with Laws. Comply,
      and, in the
      case of the Company, cause each other Credit Related Party to comply, in all
      material respects with all applicable laws, rules, regulations and orders
      (including all Environmental Laws and laws requiring payment of all taxes,
      assessments and governmental charges imposed upon it or upon its property except
      to the extent contested in good faith by appropriate proceedings) the failure
      to
      comply with which would have a Material Adverse Effect.

     

    Section
      5.03  .
      Visitation
      Rights. At
      any reasonable
      time and from time to time, permit the Administrative Agent or any of the
      Lenders or any agents or representatives thereof, to examine and make copies
      of
      and abstracts from the records and books of account of, and visit the properties
      of, the Company and any of its Subsidiaries, and to discuss the affairs,
      finances and accounts of the Company and any of its Subsidiaries with any of
      their officers and, in the company of an officer of the Company or the
      applicable Subsidiary if so requested by the Company, with their independent
      certified public accountants.

     

    Section
      5.04  .
      Books and
      Records. Keep,
      and, in the
      case of the Company, cause each of its Subsidiaries to keep, proper books of
      record and account, in which full and correct entries shall be made of all
      its
      respective financial transactions and the assets and business of the Company
      and
      each of its Subsidiaries, as applicable, in accordance with GAAP either
(a)
      consistently
      applied or (b)
      applied in a
      changed manner provided such change shall have been disclosed to the
      Administrative Agent and shall have been consented to by the accountants which
      (as required by Section
      5.08)
      report on the financial statements of the Company and its Subsidiaries for
      the
      fiscal year in which such change shall have occurred.

     

    Section
      5.05  .
      Maintenance
      of Properties. Maintain
      and
      preserve, and, in the case of the Company, cause each other Credit Related
      Party
      to maintain and preserve, all of its properties that are used in the conduct
      of
      its business in good working order and condition, ordinary wear and tear
      excepted, to the extent that any failure to do so would have a Material Adverse
      Effect.

     

    Section
      5.06  .
      Maintenance
      of Insurance. Maintain,
      and, in
      the case of the Company, cause each other Credit Related Party to maintain,
      insurance with responsible and reputable insurance companies or associations
      in
      such amounts and covering such risks as is usually carried by companies engaged
      in similar businesses and owning similar properties in the same general areas
      in
      which the Company or such other Credit Related Party operates and which is
      available on commercially reasonable economic terms.

     

    Section
      5.07  .
      Security
      Interests in Collateral. (a)
      Execute and
      deliver, and cause each Subsidiary Guarantor to execute and deliver, to the
      Administrative Agent such guaranties, security agreements and supplements,
      amendments and joinders to the Security Documents, in each case in form and
      substance reasonably satisfactory to the Administrative Agent and as the
      Administrative Agent deems necessary or advisable in order to ensure that the
      applicable Guarantor guarantees, as primary obligor and not as surety, the
      full
      and punctual payment when due of the Secured Obligations and that the Secured
      Obligations are secured by valid, perfected and enforceable first-priority
      Transaction Liens (subject only to Collateral Permitted Liens) over all of
      the
      Collateral owned by the Company or such Subsidiary Guarantor as security for
      the
      Secured Obligations, and (b)
      deliver, or cause
      to be delivered, to the Administrative Agent such opinions of counsel and other
      related documents as may be reasonably requested by the Administrative Agent
      with respect to the requirements of this Section
      5.07.

     

    Section
      5.08  .
      Reporting
      Requirements. Furnish
      to each
      Lender in such reasonable quantities as shall from time to time be requested
      by
      such Lender:

     

    (a)  as
      soon as publicly
      available, and in any event within 60 days after the end of each of the first
      three fiscal quarters of each fiscal year of each of the Company and each other
      Credit Related Party that is required to file a Form 10-Q and/or Form 10-K
      with
      the SEC, a consolidated balance sheet of each of the Company and such other
      Credit Related Party and its respective consolidated Subsidiaries as of the
      end
      of such quarter, and consolidated statements of income and cash flows of each
      of
      the Company and such other Credit Related Party and its respective Subsidiaries
      each for the period commencing at the end of the previous fiscal year and ending
      with the end of such quarter, certified (subject to normal year-end adjustments
      and the absence of footnotes) as being fairly stated in all material respects
      by
      a Financial Officer and accompanied by a certificate of such officer stating
      (i)
      whether or not
      such officer has knowledge of the occurrence of any Event of Default that is
      continuing hereunder or of any event not theretofore remedied that with notice
      or lapse of time or both would constitute such an Event of Default and, if
      so,
      stating in reasonable detail the facts with respect thereto, (ii)
      all relevant facts
      in reasonable detail to evidence, and the computations as to, whether or not
      (A)
      the Company is in compliance with the requirements set forth in Section
      6.02
      and (B) each Pipeline Company Borrower is in compliance with the requirements
      set forth in Section
      6.03,
      and (iii)
      a listing of all
      Credit Related Parties and consolidated Subsidiaries of the Company showing
      the
      extent of its direct and indirect holdings of their stocks;

     

    (b)  as
      soon as publicly
      available and in any event within 120 days after the end of each fiscal year
      of
      each of the Company and each other Credit Related Party that is required to
      file
      a Form 10-Q and/or Form 10-K with the SEC, a copy of the annual report for
      such
      year for each of the Company and such other Credit Related Party and its
      respective consolidated Subsidiaries containing financial statements for such
      year reported on by nationally recognized independent public accountants
      acceptable to the Lenders (without any qualification or exception as to the
      scope of such audit), accompanied by a report signed by said accountants stating
      that such financial statements have been prepared in accordance with
      GAAP;

     

    (c)  within
      120 days
      after the close of each of the Company’s fiscal years, a certificate of a
      Financial Officer stating (i)
      whether or not he
      has knowledge of the occurrence of any Event of Default that is continuing
      hereunder or of any event not theretofore remedied that with notice or lapse
      of
      time or both would constitute such an Event of Default and, if so, stating
      in
      reasonable detail the facts with respect thereto, (ii)
      all relevant facts
      in reasonable detail to evidence, and the computations as to, whether or not
      (A)
      the Company is in compliance with the requirements set forth in Section
      6.02
      and (B) each Pipeline Company Borrower is in compliance with the requirements
      set forth in Section
      6.03,
      and (iii)
      a listing of all
      Credit Related Parties and consolidated Subsidiaries of the Company showing
      the
      extent of its direct and indirect holdings of their stocks;

     

    (d)  promptly
      after the
      sending or filing thereof, copies of all publicly available reports that the
      Company or any other Credit Related Party sends to any of its security holders
      and copies of all publicly available reports and registration statements that
      the Company or any other Credit Related Party files with the SEC or any national
      securities exchange other than registration statements relating to employee
      benefit plans and to registrations of securities for selling security
      holders;

     

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

     

    (f)  promptly
      in
      writing, notice of all litigation and of all proceedings before any Governmental
      Authority against or involving the Company or any other Credit Related Party,
      except any litigation or proceeding that in the reasonable judgment of the
      Company (taking into account the availability of appeals) is not likely to
      have
      a material adverse effect on the consolidated financial condition of the Company
      and its consolidated Subsidiaries taken as a whole;

     

    (g)  within
      three
      Business Days after a Financial Officer obtains knowledge thereof (i) notice
      of
      the occurrence of any Default that is continuing, together with a detailed
      statement by a responsible officer of the Company of the steps being taken
      by
      the Company or the appropriate Subsidiary of the Company to cure the effect
      of
      such event,
      (ii) notice of
      the occurrence of any event that could reasonably be expected to result in
      a
      Material Adverse Effect and (iii) notice of the execution of any agreement
      relating to, or the consummation of, any Disposition that could reasonably
      be
      expected to result in a Mandatory Asset Reduction Event,

     

    (h)  as
      soon as
      practicable and in any event (i)
      within 30 days
      after the Company or any ERISA Affiliate knows or has reason to know that any
      Termination Event described in clause (a) of the definition of Termination
      Event
      with respect to any Plan has occurred that could reasonably be expected to
      have
      a Material Adverse Effect, and (ii)
      within 10 days
      after the Company or any ERISA Affiliate knows or has reason to know that any
      other Termination Event with respect to any Plan has occurred, a statement
      of a
      Financial Officer describing such Termination Event and the action, if any,
      that
      the Company or such ERISA Affiliate proposes to take with respect
      thereto;

     

    (i)  promptly
      and in any
      event within five Business Days after receipt thereof by the Company or any
      ERISA Affiliate, copies of each notice received by the Company or any ERISA
      Affiliate from the PBGC stating its intention to terminate any Plan or to have
      a
      trustee appointed to administer any Plan which termination could reasonably
      be
      expected to have a Material Adverse Effect;

     

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

     

    (k)  promptly
      and in any
      event within five Business Days after receipt thereof by the Company or any
      ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice
      received by the Company or any ERISA Affiliate concerning (i)
      the imposition of
      Withdrawal Liability by a Multiemployer Plan, (ii)
      the determination
      that a Multiemployer Plan is, or is expected to be, in reorganization or
      insolvent within the meaning of Title IV of ERISA, (iii)
      the termination of
      a Multiemployer Plan within the meaning of Title IV of ERISA, or (iv)
      the amount of
      liability incurred, or expected to be incurred, by the Company or any ERISA
      Affiliate in connection with any event described in clause (i),
(ii),
      or (iii)
      above, in each
      case if such event could reasonably be expected to have a Material Adverse
      Effect; and 

     

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

     

    Each
      balance sheet
      and other financial statement furnished pursuant to Sections 5.08(a)
      and 5.08(b)
      shall contain
      comparative financial information which conforms to the presentation required
      in
      Form 10-Q and 10-K, as appropriate, under the Securities Exchange Act of 1934,
      as amended. The electronic posting of any financial statements, reports, notices
      or other items required to be furnished pursuant to this Section
      5.08
      on a website established for Lender access shall constitute delivery for all
      purposes this of Section
      5.08.

     

    Section
      5.09  .
      Cash
      Collateral for Secured Hedging Agreements. Not
      later than the
      fifth Business Day after the last day of each March, June, September and
      December after the date hereof, (x) determine the aggregate net settlement
      value
      on a mark-to-market basis in accordance with GAAP as at the close of business
      on
      the last Business Day of each such March, June, September and December (each,
      a
“calculation
      date”)
      of all of the
      outstanding Secured Hedging Agreements as of such calculation date and (y)
      if
      and to the extent such aggregate net settlement value as of such calculation
      date exceeds $50,000,000, deposit or cause to be deposited into the Excess
      Cash
      Account cash in an amount equal to such excess amount (the “Excess
      Amount”)
      as Cash
      Collateral to be held in accordance with the terms and provisions of the
      Security Agreement; provided,
      that if on any
      calculation date the amount of cash then on deposit in the Excess Cash Account
      exceeds the Excess Amount as so determined, and no Event of Default shall have
      occurred and be continuing, then the Collateral Agent shall, upon the request
      of
      the Company, promptly release and pay over to the Company free of the
      Transaction Liens all such amounts on deposit in the Excess Cash Account in
      excess of the Excess Amount.

     

    Section
      5.10  .
      Collateral
      Reporting. Furnish,
      and cause
      each Subsidiary Guarantor to furnish, to the Collateral Agent, on a quarterly
      basis, as of March 31, June 30, September 30 and December 31 of each calendar
      year, within 60 days after the end of each of the first three calendar quarters
      and within 120 days after the end of each calendar year, commencing September
      30, 2006, a supplement to Schedule V to the Security Agreement.

     

     

    ARTICLE
      6

    Negative
      Covenants

     

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

     

    Section
      6.01  .
      Liens. 

     

    (a)  The
      Company shall
      not, and shall not permit any Subsidiary of the Company to, create, assume,
      incur, or suffer to exist, any Liens (other than Collateral Permitted Liens)
      upon or with respect to (x) any of the Collateral or (y) any capital stock
      of
      ANR Company, ANR Holding or ANR.

     

    (b)  The
      Company shall
      not, and shall not permit any Subsidiary of the Company (other than Southern
      Natural Gas Company and its Subsidiaries) to, create, assume, incur, or suffer
      to exist, any Lien securing Debt that would require the Company or any of its
      Subsidiaries to equally and ratably secure such Debt with any Specified
      Indenture Debt of the Company or any consolidated Subsidiary of the Company
      unless the Secured Obligations shall be secured equally and ratably with, or
      prior to, such Debt so long as such Specified Indenture Debt shall be so equally
      and ratably secured.

     

    (c)  The
      Company shall
      not permit any Restricted Subsidiary to create, assume, incur or suffer to
      exist
      any Lien on any property or asset of such Restricted Subsidiary except
      for:

     

    (i)  Liens
      on the Equity
      Interests in, or Indebtedness or other obligations of, or assets of, any Project
      Financing Subsidiary (or any Equity Interests in, or Indebtedness or other
      obligations of, any Business Entity that is directly or indirectly owned by
      any
      Project Financing Subsidiary) securing the payment of a Project Financing and
      related obligations;

     

    (ii)  Permitted
      Liens;

     

    (iii)  Liens
      created by
      any Alternate Program permitted under Section 6.04(b)(iv) (or any document
      executed by any Borrower or any Subsidiary of a Borrower in connection
      therewith);

     

    (iv)  Liens
      (other than
      Liens with respect to the Collateral) in existence on the Effective Date, plus
      any successive renewals or extensions of such Liens, and any grant of a Lien,
      in
      connection with any successive refinancing, extension or renewal of the Debt
      or
      any liability under any Guaranty secured by such Liens, provided
      that (A) the
      aggregate principal amount of the Debt or any liability under any Guaranty
      (and
      any successive refinancing, extension or renewal thereof) secured by such Liens
      does not increase from that amount outstanding at the time of such renewal,
      extension or grant of the Lien or such refinancing and any such successive
      renewal, extension or grant of the Lien does not encumber any additional
      property or assets of such Restricted Subsidiary (except as contemplated by
      clause (vii) below) and (B) no such Liens shall be granted after the Effective
      Date to secure Debt owed to the Company or to any of its Subsidiaries that
      is
      not a Restricted Subsidiary;

     

    (v)  any
      Lien on any
      asset (including a Capital Lease) securing Indebtedness incurred or assumed
      for
      the purpose of financing all or any part of the cost of acquiring such asset,
      provided
      that such Lien
      attaches to such asset concurrently with or within 180 days after the
      acquisition thereof;

     

    (vi)  the
      Transaction
      Liens and Liens permitted by the Security Documents; and

     

    (vii)  any
      Lien on
      products and proceeds (including dividends, distributions, interest and like
      payments on or with respect to, and insurance and condemnation proceeds and
      rental, lease, licensing and similar proceeds) of, and property evidencing
      or
      embodying, or constituting rights or other general intangibles directly relating
      to or arising out of, and accessions and improvements to, property or assets
      subject to such Liens, so long as such Lien on such property or assets is
      permitted by this Section
      6.01.

     

    Section
      6.02  .
      Financial
      Covenants. 

     

    (a)  (a)
      Leverage
      Ratio.
      The Company shall
      not permit the ratio of (i) the sum of (A) the aggregate amount of consolidated
      Debt of the Company and its consolidated Subsidiaries, plus
      (A) the aggregate
      amount of consolidated Guaranties of the Company and its consolidated
      Subsidiaries, plus
      (A) the
      outstanding principal (or equivalent) amount of financing extended to the
      Company and its consolidated Subsidiaries pursuant to any Alternate Program,
      regardless of whether such financing gives rise to “Indebtedness” hereunder,
minus
      (A)
      all
      unrestricted cash balances of the Company and its consolidated Subsidiaries
      (in
      each case, without duplication of amounts under this clause (i) and determined
      as to all of the foregoing entities on a consolidated basis) (it being
      understood that cash balances in the Qualified Investments Account or any
      Qualified Investments Subaccount are not restricted for purposes of this clause
      (D) minus
      (A) all restricted
      cash balances of the Company and its consolidated Subsidiaries securing or
      otherwise supporting the payment of Debt or Guaranties of the Company and its
      consolidated Subsidiaries included in (A) above to (ii) Consolidated EBITDA
      of
      the Company and its consolidated Subsidiaries for the then most recently ended
      period of four fiscal quarters to exceed (x) 5.75:1 at any time prior to June
      30, 2007, (y) 5.50:1 at any time on or after June 30, 2007 and prior to June
      30,
      2008 and (z) 5.25:1 at any time on or after June 30, 2008.

     

    (b)  Fixed
      Charge
      Coverage Ratio.
      The Company shall
      not permit the ratio of (i) Consolidated EBITDA of the Company and its
      consolidated Subsidiaries for the then most recently ended period of four fiscal
      quarters to (ii) the sum of its consolidated interest expense plus its total
      dividends paid, in each case for the then most recently ended period of four
      fiscal quarters to be less than (x) 1.75:1 prior to December 31, 2006, (y)
      1.80:1 at any time on or after December 31, 2006 and prior to June 30, 2008
      and
      (z) 2.0:1 at any time on or after June 30, 2008.

     

    Section
      6.03  .
      Debt. No
      Pipeline Company
      Borrower and no Subsidiary of a Pipeline Company Borrower shall incur or become
      liable for any Debt (other than loans from a FERC-Regulated Restricted
      Subsidiary that are subordinated to the Obligations pursuant to Acceptable
      Subordination Provisions and the proceeds of which are used to make a Qualified
      Investment or fund working capital) or any liability under Guaranties if,
      immediately after giving effect to such Debt or liability under such Guaranties
      and the receipt and application of any proceeds thereof (or of any Debt so
      guaranteed) or value received in connection therewith, (i)
      the ratio of Debt
      (excluding loans from a FERC-Regulated Restricted Subsidiary that are
      subordinated to the Obligations pursuant to Acceptable Subordination Provisions
      and the proceeds of which are used to make a Qualified Investment or fund
      working capital) and liabilities under Guaranties, without duplication, of
      the
      applicable Pipeline Company Borrower and its consolidated Subsidiaries to
      Consolidated EBITDA of such Pipeline Company Borrower and its consolidated
      Subsidiaries, in each case on a consolidated basis for the applicable Pipeline
      Company Borrower and its consolidated Subsidiaries, for the then most recently
      completed four quarter period for which financial statements have been delivered
      as required by Section
      5.08
      would exceed 5 to 1, or (ii)
      the proceeds of
      any such Debt (or of the underlying Debt guaranteed by any such Guaranty) would
      be used for any purpose other than (A) the funding of working capital of the
      applicable Pipeline Company Borrower or Subsidiary, (A) the successive
      refinancing of Debt incurred to fund working capital, (C) the making of
      Qualified Investments
      or (D) the
      refinancing or replacement of Debt.

     

    Section
      6.04  .
      Disposition
      of Property or Assets. 

     

    (a)  The
      Company shall
      not, and shall not permit any Credit Related Party to, Dispose of any interest
      in any asset or property constituting Collateral, except
      (i) in connection
      with a change in form of Business Entity that does not (x) result in a Person
      other than a Credit Related Party owning any Equity Interests in the resulting
      Business Entity or (y) adversely affect the validity, perfection or priority
      of
      the Transaction Liens on any of the Collateral, (ii) any Disposition that is
      the
      result of any casualty or condemnation of Collateral or any order (whether
      or
      not having the force of law) of the FERC or any other Governmental Authority
      with respect to such Collateral, so long as the Commitments shall be permanently
      reduced to the extent required by Section
      2.07(d),
      and (iii)
      Dispositions of Collateral in a transaction permitted by Section
      6.05.

     

    (b)  The
      Company shall
      not, and shall not permit any Credit Related Party to, Dispose of any property
      or asset, provided
      that
      this Section
      6.04(b)
      shall not apply
      to:

     

    (i)  Dispositions
      of
      property or assets (other than Dispositions of Collateral) by Restricted
      Subsidiaries not otherwise permitted pursuant to any other provision of this
      Section
      6.04,
      provided
      that (x) any such
      Disposition is conducted on an arms-length basis, (y) the consideration for
      such
      Disposition does not consist of Equity Interests or Indebtedness, and (z) if
      the
      Net Cash Proceeds of such Disposition exceed $5,000,000 on an individual basis
      or $10,000,000 in the aggregate during any fiscal year of the Company, the
      Commitments shall be permanently reduced to the extent required by Section
      2.07(d);

     

    (ii)  Dispositions
      not
      otherwise permitted pursuant to any other provision of this Section
      6.04
      (other than clause (i)
      above) and that
      result from any casualty or condemnation of any property or assets of any
      Restricted Subsidiary or any order (whether or not having the force of law)
      of
      the FERC or any other Governmental Authority,
provided
      that, if the Net
      Cash Proceeds of such Disposition exceed $5,000,000 on an individual basis
      or
      $10,000,000 in the aggregate during any fiscal year of the Company, the
      Commitments shall be permanently reduced to the extent required by Section
      2.07(d);

     

    (iii)  Dispositions
      of
      obsolete or worn out property or assets (or property or assets no longer useful
      in the business of the relevant Credit Related Party) in the ordinary course
      of
      business and leases or subleases of unused office or other space entered into
      by
      any Credit Related Party on an arms-length basis and in the ordinary course
      of
      business;

     

    (iv)  Dispositions
      of any
      receivables and related rights pursuant to any Alternate Program so long as
      immediately before and immediately after giving effect to such Disposition
      the
      Company is in compliance with Section
      6.02(a);

     

    (v)  Dispositions
      of any
      Project Financing Subsidiary and/or all or any part of any such Project
      Financing Subsidiary’s assets or property;

     

    (vi)  Dispositions
      of
      property or assets to a Restricted Subsidiary, or to a Business Entity that
      after giving effect to such Disposition will become a Restricted Subsidiary
      in
      which the Company’s direct or indirect Equity Interest will be at least as great
      as its direct or indirect Equity Interest in the transferor immediately prior
      to
      such Disposition;

     

    (vii)  Dispositions
      permitted by, and subject to the terms of, Section
      6.04(a)
      and Dispositions
      permitted by Section
      6.05;

     

    (viii)  the
      Disposition of
      EPEC Realty, Inc.;

     

    (ix)  Dispositions
      of
      inventory in the ordinary course of business;

     

    (x)  Dispositions
      constituting licenses of intellectual property in the ordinary course of
      business; 

     

    (xi)  Dispositions
      of
      cash or Cash Equivalents (other than cash or Cash Equivalents constituting
      Collateral under the Security Agreement or an amount equal to proceeds of any
      Disposition permitted pursuant to clauses (i)
      and (ii)
      above in excess of
      the applicable threshold amounts specified therein, which such cash or Cash
      Equivalents shall be Disposed of pursuant to the terms and provisions of this
      Agreement and the Security Agreement);

     

    (xii)  Dispositions
      of
      Indebtedness or instruments or other obligations that are received as
      consideration for any Disposition of property or assets (other than Dispositions
      permitted pursuant to clauses (i)
      and (ii)
      above);

     

    (xiii)  Dispositions
      of
      investments (including Equity Interests and Indebtedness or instruments or
      other
      obligations) that are received in connection with the bankruptcy or
      reorganization of suppliers, customers or other Persons, or in settlement of,
      or
      pursuant to any judgment or other order in respect of, delinquent obligations
      of, or litigation proceedings or other disputes with, or from exercises of
      rights or remedies against, any such Persons;
      or

     

    (xiv)  Dispositions
      by the
      Company (on an arm’s-length basis) or by any Exempted Guarantor of any property
      or assets that do not constitute Collateral.

     

    (c)  The
      Company shall
      not, and shall not permit any Subsidiary of the Company to, Dispose of the
      Equity Interests in any of its Subsidiaries if such Disposition will result
      in
      the Company owning, directly or indirectly, less than 100% of the Equity
      Interests in the Subsidiary Guarantors.

     

    (d)  Each
      Credit Related
      Party (other than the Exempted Guarantors) shall not Dispose of (in a single
      or
      related series of transactions) assets constituting all or substantially all
      of
      the consolidated assets of such Credit Related Party and its Subsidiaries taken
      as a whole, provided
      that this
Section
      6.04(d)
      shall not apply
      to
      (i)
      any transaction permitted by Section
      6.04(a),
Section
      6.04(b)(ii),
(b)(vi),
(b)(vii)
      or (b)(xiii)
      or Section
      6.05
      or (ii) any transaction required by a final order of any Governmental Authority
      of competent jurisdiction.

     

    Section
      6.05  .
      Mergers.
The
      Company shall
      not, and shall not permit any other Credit Related Party to, merge or
      consolidate with, or liquidate into, any Person, except that, provided no Event
      of Default has occurred and is continuing (both before and immediately after
      giving effect to any merger, consolidation or liquidation permitted
      below):

     

    (a)  any
      Credit Related
      Party (other than the Company) in addition to mergers, consolidations and
      liquidations provided for in clauses (b)
      and (c)
      below, may merge
      or consolidate with, or liquidate into, any other Credit Related Party (other
      than the Company), provided
      that (i)
      no Guaranty
      Reduction Event occurs as a result thereof, (ii)
      the continuing or
      surviving Credit Related Party unconditionally assumes by written agreement
      satisfactory to the Administrative Agent all of the performance and payment
      obligations of the other Credit Related Party under any Loan Documents to which
      it is a party and (iii)
      the Lien under the
      Security Documents in favor of the Collateral Agent on any Collateral owned
      by
      any applicable Subsidiary Guarantor immediately prior to such merger,
      consolidation or liquidation remains effective and perfected immediately
      thereafter with no loss of relative priority to any other class of creditor
      from
      that existing immediately prior to such merger, consolidation or liquidation;
      provided,
however,
      that any Pledged
      Company shall be permitted to merge with another Restricted Subsidiary (other
      than an Exempted Guarantor), so long as the Equity Interests of the surviving
      Business Entity are subject to perfected Transaction Liens and neither the
      priority of such Liens nor the value of the Collateral is diminished as a result
      of such merger;

     

    (b)  any
      Exempted
      Guarantor may merge or consolidate with, or liquidate into, any other Exempted
      Guarantor or other Business Entity that is not a Credit Related Party,
provided
      that (i)
      the surviving
      Business Entity is, directly or indirectly, a wholly-owned Subsidiary of the
      Company and remains a Subsidiary Guarantor, (ii)
      if the Exempted
      Guarantor is not the continuing or surviving Business Entity, the continuing
      or
      surviving Business Entity unconditionally assumes by written agreement
      satisfactory to the Administrative Agent all of the obligations of such Exempted
      Guarantor under the Loan Documents to which the applicable Exempted Guarantor
      is
      a party and (iii)
      the Lien under the
      Security Documents in favor of the Collateral Agent on any Collateral owned
      by
      the applicable Exempted Guarantor immediately prior to such merger,
      consolidation or liquidation remains effective and perfected immediately
      thereafter with no loss of relative priority to any other class of creditor
      from
      that existing immediately prior to such merger, consolidation or liquidation;
      and

     

    (c)  the
      Company may
      merge or consolidate with, or liquidate into, any Business Entity other than
      a
      Credit Related Party, provided
      that (i) (A) the
      Company is the continuing or surviving Business Entity or (B) the continuing
      or
      surviving Business Entity is organized under the laws of the United States
      or a
      State thereof and unconditionally assumes by written agreement satisfactory
      to
      the Administrative Agent all of the performance and payment obligations of the
      Company under any Loan Documents to which it is a party, and (ii) the Lien
      under
      the Security Documents in favor of the Collateral Agent on any Collateral owned
      by the Company immediately prior to such merger, consolidation or liquidation
      remains effective and perfected immediately thereafter with no loss of relative
      priority to any other class of creditor (either contractually, by structural
      subordination or otherwise) from that existing immediately prior to such merger,
      consolidation or liquidation.

     

    Section
      6.06  .
      Use of
      Proceeds. No
      Borrower shall
      use the proceeds of any Loan or any Letter of Credit for any purpose that would
      (a) whether directly or indirectly, entail a violation of any of the Regulations
      of the Board of Governors, including Regulations T, U and X or
      (b) constitute a
      use other than a general corporate purpose.

     

    Section
      6.07  .
      Transactions
      with Affiliates. No
      Credit Related
      Party (other than an Exempted Guarantor) will sell, lease or otherwise transfer
      any property to, or purchase, lease or otherwise acquire any property from,
      or
      otherwise engage in any other transaction with, any Affiliate of the Company
      that is not a Subsidiary of the Company, whether or not in the ordinary course
      of business, except (a) transactions on fair and reasonable terms no less
      favorable to such Credit Related Party as would be obtainable by such Credit
      Related Party at the time in a comparable arm’s-length transaction or series of
      transactions with a person other than an Affiliate of the Company, (b)
any
      Disposition permitted under Section
      6.04
      or any merger permitted under Section 6.05 and (c) transactions the value of
      which are de
      minimis
      in relation to the
      assets, liabilities or revenues of the Credit Related Party engaging in such
      transaction.

     

    Section
      6.08  .
      Restrictive
      Agreements. No
      Credit Related
      Party will, directly or indirectly, enter into or permit to exist any agreement
      or other arrangement that prohibits, restricts or imposes any condition on
      (a)
      the ability of any Credit Related Party (other than the Company and an Exempted
      Guarantor) to create or permit to exist any Lien on any of its property or
      (b)
      the ability of any Restricted Subsidiary or Pipeline Company Borrower to pay
      dividends or other distributions with respect to any shares of its capital
      stock
      or to make or repay loans or advances to the Company or any Subsidiary Guarantor
      or to Guarantee Debt of the Company or any Subsidiary Guarantor or to otherwise
      transfer assets to or invest in the Company or any Subsidiary Guarantor;
provided
      that (i) the
      foregoing shall not apply to restrictions and conditions imposed by law or
      by
      any Loan Document, (ii) the foregoing shall not apply to restrictions and
      conditions existing on the date hereof and identified on Schedule 6.08, or
      any
      extension, refinancing or renewal thereof on market terms and conditions, (iii)
      the foregoing shall not apply to customary restrictions and conditions contained
      in agreements relating to the sale of a Subsidiary pending such sale,
provided
      that such
      restrictions and conditions apply only to the Subsidiary that is to be sold
      and
      such sale is permitted hereunder, (iv) clause (a) of this Section shall not
      apply to restrictions or conditions imposed by any agreement relating to secured
      Debt permitted by this Agreement if such restrictions or conditions apply only
      to the property securing such Debt, (v) clause (a) of this Section shall not
      apply to customary provisions in leases and other contracts entered into in
      the
      ordinary course of business restricting the assignment thereof, (vi) the
      foregoing shall not apply to any Pipeline Company Borrower or its Subsidiary
      in
      connection with the issuance of debt otherwise permitted hereunder on
      market-clearing terms that are no less favorable to such Pipeline Company
      Borrower or its Subsidiary than the ANR Indenture and (vii) clause (a) and
      (b)
      of this Section shall not apply to any assets that are the subject of an
      Alternate Program or to any Restricted Subsidiary whose only activities are
      to
      purchase receivables from a Pipeline Company Borrower or a Subsidiary of a
      Pipeline Company Borrower and resell such receivables, in each case pursuant
      to
      an Alternate Program.

     

     

    ARTICLE
      7

    Events
      of
      Default

     

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

     

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

     

    (b)  Any
      representation
      or warranty made or deemed made by any Credit Related Party herein or by any
      Credit Related Party (or any of its officers) in connection with this Agreement
      shall prove to have been incorrect in any material respect when made or deemed
      made and, if such representation or warranty is capable of being cured, such
      inaccuracy shall remain unremedied for 30 days after written notice thereof
      shall have been given to such Credit Related Party by the Administrative Agent
      or by any Lender with a copy to the Administrative Agent; or

     

    (c)  Any
      Credit Related
      Party shall fail to perform or observe any term, covenant, or agreement
      applicable to it contained in Section
      5.01(a)
      (other than
      mergers and entity conversions permitted under Section
      6.05)
      or 5.08(g) or Article
      6;
      or

     

    (d)  Any
      Credit Related
      Party shall fail to perform or observe any other term, covenant or agreement
      contained in the Loan Documents (other than those specified in paragraphs
(a)
      through (c) above)
      on its part to be performed or observed and any such failure shall remain
      unremedied for 30 days after written notice thereof shall have been given to
      such Credit Related Party by the Administrative Agent or by any Lender with
      a
      copy to the Administrative Agent; or

     

    (e)  The
      Company or any
      consolidated Subsidiary shall fail to pay any Debt or Guaranty (excluding Debt
      and Guarantees incurred pursuant hereto) or Hedging Agreement of such Person
      in
      an aggregate principal amount of $200,000,000 or more, or any installment of
      principal thereof or interest or premium thereon, when due (whether by scheduled
      maturity, required prepayment, acceleration, demand or otherwise) and such
      failure shall continue after the applicable grace period, if any, specified
      in
      the agreement or instrument relating to such Debt, Guaranty or Hedging
      Agreement; or any other default under any agreement or instrument relating
      to
      any such Debt in such aggregate principal amount (excluding Debt and Guarantees
      incurred hereunder) or any Secured Hedging Agreement, or any other event (other
      than an exercise of voluntary prepayment or voluntary purchase option or
      analogous right or any issuance or Disposition of Equity Interests or other
      assets, or an incurrence or issuance of Debt or other obligations, giving rise
      to a repayment or prepayment obligations in respect of such Debt or such Secured
      Hedging Agreement), shall occur and shall continue after the applicable grace
      period, if any, specified in such agreement or instrument, if the effect of
      such
      default or event is to accelerate the maturity of such Debt in such aggregate
      principal amount or such Secured Hedging Agreement or to enable or permit (with
      or without the giving of notice, the lapse of time or both) the holder or
      holders of any such Debt in such aggregate principal amount or such Secured
      Hedging Agreement or any trustee or agent on its behalf or on behalf of such
      holder or holders to cause any such Debt in such aggregate principal amount
      or
      such Secured Hedging Agreement to become due, or to require the prepayment,
      repurchase, redemption or defeasance thereof, prior to its scheduled
      maturity;
      or

     

    (f)  (i)
      Any Borrower,
      any Guarantor or any other Credit Related Party (other than any Borrower or
      Guarantor) having total Assets in excess of $100,000,000 (any of the foregoing,
      a “Material
      Credit Party”)
      shall (A)
      generally not pay its debts as such debts become due; or (B) admit in writing
      its inability to pay its debts generally; or (C) make a general assignment
      for
      the benefit of creditors; or (ii) any proceeding shall be instituted or
      consented to by any Material Credit Party seeking to adjudicate it a bankrupt
      or
      insolvent, or seeking liquidation, winding up, reorganization, arrangement,
      adjustment, protection, relief, or composition of it or its debts under any
      law
      relating to bankruptcy, insolvency or reorganization or relief of debtors,
      or
      seeking the entry of an order for relief or the appointment of a receiver,
      trustee, or other similar official for it or for any substantial part of its
      property; or (iii) any such proceeding shall have been instituted against any
      Material Credit Party 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 (iv) any Material
      Credit Party shall take any corporate action to authorize any of the actions
      set
      forth above in this paragraph (f); or

     

    (g)  Any
      judgment or
      order for the payment of money in an aggregate amount in excess of $100,000,000
      (net of insurance coverage which is reasonably expected to be paid by the
      insurer) shall be rendered against the Company, any Credit Related Party or
      any
      combination thereof and the same shall remain undischarged for a period of
      60
      consecutive days during which execution (other than any enforcement proceedings
      consisting of the mere obtaining and filing of a judgment lien or obtaining
      of a
      garnishment or similar order so long as no foreclosure, levy or similar process
      in respect of such judgment lien, or payment over in respect of such garnishment
      or similar order, has commenced and is continuing or has been completed
      (collectively, the “Permitted
      Execution Actions”))
      shall not be
      effectively stayed, or any action, other than a Permitted Execution Action,
      shall be legally taken by a judgment creditor to attach or levy upon any
      property or assets of the Company or any other Credit Related Party to enforce
      any such judgment or order; provided,
however,
      that with respect
      to any such judgment or order that is subject to the terms of one or more
      settlement agreements that provide for the obligations thereunder to be paid
      or
      performed over time, such judgment or order shall not be deemed hereunder to
      be
      undischarged unless and until the Company or any other Credit Related Party
      shall have failed to pay any amounts due and owing thereunder (payment of which
      shall not have been stayed) for a period of 30 consecutive days after the
      respective final due dates for the payment of such amounts; or

     

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

     

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

     

    (j)  Any
      event of
      default shall occur under any agreement or instrument relating to or evidencing
      any Debt now or hereafter existing of any Credit Related Party as the result
      of
      any change in control of the Company; or

     

    (k)  Any
      of the
      guarantees contained in any Credit Party Guarantee, or any other material
      provision of any Loan Document, shall cease, for any reason, to be valid and
      binding upon or enforceable against any Credit Party that is a party thereto,
      or
      any such Credit Party shall so assert in writing, provided
      that if such
      invalidity or unenforceability is of a nature so as to be amenable to cure
      within five Business Days and if, within one Business Day after the Company
      receives notice from the Administrative Agent or the Collateral Agent or
      otherwise becomes aware that such material provision is not valid or is
      unenforceable as aforesaid, the Company delivers written notice to the
      Administrative Agent that the applicable Credit Party intends to cure such
      invalidity or unenforceability as soon as possible, then an Event of Default
      shall not exist pursuant to this paragraph (k) of Article
      7
      unless the Company or the relevant Credit Party shall fail to deliver or cause
      to be delivered an amendment or other modification, or other agreement or
      undertaking, having the same economic effect as the invalid or unenforceable
      provision within four Business Days after the delivery of such written notice
      of
      intent; or

     

    (l)  Any
      Security
      Document shall for any reason fail or cease to create a valid and enforceable
      Lien on any Collateral stated to be covered thereby or, except as permitted
      by
      the Loan Documents, such Lien shall fail or cease to be a perfected and
      first-priority (subject only to Collateral Permitted Liens) Lien, or any Credit
      Related Party shall so state in writing and, if such invalidity or lack of
      perfection or priority relates solely to Collateral with an aggregate value
      of
      $1,000,000 or less and such invalidity or lack of perfection or priority is
      such
      so as to be amenable to cure without material disadvantage to the position
      of
      the Administrative Agent, the Collateral Agent and the other Secured Parties,
      such invalidity or lack of perfection or priority shall not be cured within
      10
      days of the earlier of such Credit Related Party so stating in writing or
      delivery of notice thereof by the Administrative Agent to the Company (or such
      shorter period as shall be specified by the Administrative Agent and is
      reasonable under the circumstances);

     

    then,
      and in every
      such event (other than an event with respect to any Credit Related Party
      described in paragraph (f)
      of this Article
      except for clause (i)(A)
      thereof), and at
      any time thereafter during the continuance of such event, the Administrative
      Agent may, and at the request of the Majority Lenders shall, by notice to the
      Company, take either or both of the following actions, at the same or different
      times: (i) declare the Commitments to be terminated and thereupon the
      Commitments shall terminate immediately, and (ii) declare the Loans and the
      Notes then outstanding, all interest thereon and all other amounts payable
      under
      this Agreement to be forthwith due and payable in whole (or in part, in which
      case any principal not so declared to be due and payable may thereafter be
      declared to be due and payable), and thereupon the principal of the Loans so
      declared to be due and payable together with accrued interest thereon and all
      fees and other obligations of the Borrowers accrued hereunder, shall become
      due
      and payable immediately, without presentment, demand, protest or further notice
      of any kind, all of which are hereby expressly waived by the Borrowers;
provided,
however,
      that if an Event
      of Default under paragraph (f)
      (except under
      clause (i)(A)
      thereof) shall
      occur, (A) the Commitments shall automatically terminate and (B) the principal
      of the Loans and the Notes then outstanding, together with accrued interest
      thereon and all fees and other obligations of the Borrowers accrued hereunder
      shall automatically become due and payable, without presentment, demand, protest
      or any notice of any kind, all of which are hereby expressly waived by the
      Borrowers.

     

     

    ARTICLE
      8 

    Company
      Guarantee

     

    Section
      8.01  .
      Company
      Guarantee. 

     

    (a)  The
      Company hereby
      unconditionally and irrevocably guarantees to the Collateral Agent, for the
      ratable benefit of the Lenders and each of their respective permitted
      successors, endorsees, transferees and assigns, the prompt and complete payment
      by the Pipeline Company Borrowers when due (whether at the stated maturity,
      by
      acceleration or otherwise) of the Obligations. This is a guarantee of payment
      and not collection and the liability of the Company is primary and not
      secondary.

     

    (b)  The
      guarantee
      contained in this Article
      8
      shall remain in full force and effect until the Final Payment Date,
      notwithstanding that from time to time during the term of this Agreement, no
      Obligations may be outstanding.

     

    (c)  No
      payment made by
      any Pipeline Company Borrower, any of the Subsidiary Guarantors, any other
      guarantor or any other Person, or received or collected by any Agent or any
      Lender from any Pipeline Company Borrower, any of the Subsidiary Guarantors,
      any
      other guarantor or any other Person, by virtue of any action or proceeding
      or
      any set-off or appropriation or application at any time or from time to time
      in
      reduction of or in payment of the Obligations shall be deemed to modify, reduce,
      release or otherwise affect the liability of the Company hereunder which shall,
      notwithstanding any such payment (other than any payment made by the Company
      in
      respect of the Obligations or any payment received or collected from the Company
      in respect of the Obligations), remain liable for the Obligations until the
      Final Payment Date.

     

    Section
      8.02  .
      No
      Subrogation. Notwithstanding
      any
      payment made by any Pipeline Company Borrower hereunder, the Company under
      this
      Article 8 or the Parent Guarantee or any Subsidiary Guarantor under the
      Subsidiary Guarantee or any set-off or application of funds of any Pipeline
      Company Borrower or any Subsidiary Guarantor by any Agent or any Lender, the
      Company shall not be entitled to be subrogated to any of the rights of any
      Agent
      or any Lender against any Pipeline Company Borrower or any Subsidiary Guarantor
      or any collateral security or guarantee or right of offset held by any Agent
      or
      any Lender for the payment of the Obligations, nor shall the Company seek or
      be
      entitled to seek any contribution or reimbursement from any Pipeline Company
      Borrower or any Subsidiary Guarantor in respect of payments made by the Company
      hereunder, until the Final Payment Date. If any amount shall be paid to the
      Company on account of such subrogation rights prior to the Final Payment Date,
      such amount shall be held by the Company in trust for the Agents and the
      Lenders, segregated from other funds of the Company, and shall, forthwith upon
      receipt by the Company, be turned over to the Administrative Agent in the exact
      form received by the Company (duly indorsed by the Company to the Administrative
      Agent, if required), to be applied against the Obligations, whether matured
      or
      unmatured), in such order as the Administrative Agent may determine but subject
      in any event to the terms and provisions of this Agreement and the Security
      Agreement.

     

    Section
      8.03  .
      Amendments,
      etc. with respect to the Obligations. The
      Company shall
      remain obligated hereunder notwithstanding that, without any reservation of
      rights against the Company and without notice to or further assent by the
      Company, any demand for payment of any of the Obligations made by any Agent
      or
      any Lender may be rescinded by such Agent or such Lender and any of the
      Obligations continued, and the Obligations, or the liability of any other Person
      upon or for any part thereof, or any collateral security or guarantee therefor
      or right of offset with respect thereto, may, from time to time, in whole or
      in
      part, be renewed, extended, amended, modified, accelerated, compromised, waived,
      surrendered or released by any Agent or any Lender, and this Agreement and
      the
      other Loan Documents and any other documents executed and delivered in
      connection therewith may be amended, modified, supplemented or terminated,
      in
      whole or in part, as the Administrative Agent (or the Majority Lenders or all
      Lenders, as the case may be) may deem advisable from time to time, and any
      collateral security, guarantee or right of offset at any time held by any Agent
      or any Lender for the payment of the Obligations may be sold, exchanged, waived,
      surrendered or released. Neither the Administrative Agent, the Collateral Agent
      nor any Lender or other Secured Party shall have any obligation to protect,
      secure, perfect or insure any Lien at any time held by it as security for the
      Obligations or for the guarantee contained in this Article
      8
      or
      any property subject thereto.

     

    Section
      8.04  .
      Guarantee
      Absolute and Unconditional. The
      Company waives
      any and all notice of the creation, renewal, extension or accrual of any of
      the
      Obligations and notice of or proof of reliance by any Agent or any Lender upon
      the guarantee contained in this Article
      8
      or
      acceptance of the guarantee contained in this Article
      8;
      the
      Obligations, and any of them, shall conclusively be deemed to have been created,
      contracted or incurred, or renewed, extended, amended or waived, in reliance
      upon the guarantee contained in this Article
      8;
      and
      all dealings between the Company, any of the Pipeline Company Borrowers and
      any
      Subsidiary Guarantor, on the one hand, and the Agents and the Lenders, on the
      other hand, likewise shall be conclusively presumed to have been had or
      consummated in reliance upon the guarantee contained in this Article
      8.
      The
      Company waives diligence, presentment, protest, demand for payment and notice
      of
      default or nonpayment to or upon the Pipeline Company Borrowers or any of the
      Subsidiary Guarantors with respect to the Obligations. The Company understands
      and agrees that the guarantee contained in this Article
      8
      shall be construed as a continuing, absolute and unconditional guarantee of
      payment without regard to (a)
      the validity or
      enforceability of this Agreement or any other Loan Document, any of the
      Obligations or any other collateral security therefor or guarantee or right
      of
      offset with respect thereto at any time or from time to time held by any Agent
      or any Lender, (b)
      any defense,
      set-off or counterclaim (other than a defense of payment or performance) which
      may at any time be available to or be asserted by any Pipeline Company Borrower,
      any Subsidiary Guarantor or any other Person against any Agent or any Lender,
      or
(c)
      any other
      circumstance whatsoever (with or without notice to or knowledge of the Pipeline
      Company Borrowers, the Subsidiary Guarantors or the Company), other than payment
      or performance, which constitutes, or might be construed to constitute, an
      equitable or legal discharge of Pipeline Company Borrowers or the Subsidiary
      Guarantors for the Obligations, or of the Company under the guarantee contained
      in this Article
      8,
      in
      bankruptcy or in any other instance. When making any demand hereunder or
      otherwise pursuing its rights and remedies hereunder against the Company, any
      Agent or any Lender may, but shall be under no obligation to, make a similar
      demand on or otherwise pursue such rights and remedies as it may have against
      any Pipeline Company Borrower, any Subsidiary Guarantor or any other Person
      or
      against any collateral security or guarantee for the Obligations or any right
      of
      offset with respect thereto, and any failure by any Agent or any Lender to
      make
      any such demand, to pursue such other rights or remedies or to collect any
      payments from any Pipeline Company Borrower, any Subsidiary Guarantor or any
      other Person or to realize upon any such collateral security or guarantee or
      to
      exercise any such right of offset, or any release of any Pipeline Company
      Borrower, any Subsidiary Guarantor or any other Person or any such collateral
      security, guarantee or right of offset, shall not relieve the Company of any
      obligation or liability hereunder, and shall not impair or affect the rights
      and
      remedies, whether express, implied or available as a matter of law, of any
      Agent
      or any Lender against the Company. For the purposes hereof “demand” shall
      include the commencement and continuance of any legal proceedings.

     

    Section
      8.05  .
      Reinstatement. The
      guarantee
      contained in this Article
      8
      shall continue to be effective, or be reinstated, as the case may be, if at
      any
      time payment, or any part thereof, of any of the Obligations is rescinded or
      must otherwise be restored or returned by any Agent or any Lender upon the
      insolvency, bankruptcy, dissolution, liquidation or reorganization of the
      Company, any Pipeline Company Borrower or any Subsidiary Guarantor, or upon
      or
      as a result of the appointment of a receiver, intervenor or conservator of,
      or
      trustee or similar officer for, the Company, any Pipeline Company Borrower
      or
      any Subsidiary Guarantor or any substantial part of its or their respective
      property, or otherwise, all as though such payments had not been
      made.

     

     

    ARTICLE
      9

    The
      Agents

     

    Each
      of the Lenders
      and each Issuing Bank hereby irrevocably appoints each of the Administrative
      Agent and the Collateral Agent as its agent and authorizes each of the
      Administrative Agent and the Collateral Agent to take such actions on its behalf
      and to exercise such powers as are delegated to the Administrative Agent and
      the
      Collateral Agent by the terms hereof and of the other Loan Documents, together
      with such actions and powers as are reasonably incidental thereto.

     

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

     

    No
      Agent shall not have any duties or obligations except those expressly set forth
      herein or in the Security Agreement. Without limiting the generality of the
      foregoing, (a)
      no Agent shall be
      subject to any fiduciary or other implied duties, regardless of whether a
      Default has occurred and is continuing, (b)
      no Agent shall
      have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers expressly contemplated hereby
      that such Agent is required to exercise in writing as directed by the Majority
      Lenders (or such other number or percentage of the Lenders as shall be necessary
      under the circumstances as provided in Section
      10.02),
      and (c)
      except as
      expressly set forth herein, no Agent shall have any duty to disclose, and shall
      not be liable for the failure to disclose, any information relating to the
      Borrowers or any of their Subsidiaries that is communicated to or obtained
      by
      the bank serving as an Agent or any of its Affiliates in any capacity. No Agent
      shall be liable for any action taken or not taken by it with the consent or
      at
      the request of the Majority Lenders (or such other number or percentage of
      the
      Lenders as shall be necessary under the circumstances as provided in
Section
      10.02)
      or in the absence of its own gross negligence or willful misconduct. No Agent
      shall be deemed to have knowledge of any Default unless and until written notice
      thereof is given to such Agent by a Borrower or a Lender, and no Agent shall
      be
      responsible for or have any duty to ascertain or inquire into (i)
      any statement,
      warranty or representation made in or in connection with this Agreement,
(ii)
      the contents of
      any certificate, report or other document delivered hereunder or in connection
      herewith, (iii)
      the performance or
      observance of any of the covenants, agreements or other terms or conditions
      set
      forth herein, (iv)
      the validity,
      enforceability, effectiveness or genuineness of this Agreement or any other
      agreement, instrument or document, or (v)
      the satisfaction
      of any condition set forth in Article
      3
      or
      elsewhere herein, other than to confirm receipt of items expressly required
      to
      be delivered to the Administrative Agent.

     

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

     

    Any
      Agent may
      perform any and all its duties and exercise its rights and powers by or through
      any one or more sub-agents appointed by such Agent. Any Agent and any such
      sub-agent may perform any and all its duties and exercise its rights and powers
      through their respective Related Parties. The exculpatory provisions of the
      preceding paragraphs shall apply to any such sub-agent and to the Related
      Parties of any Agent and any such sub-agent, and shall apply to their respective
      activities in connection with the syndication of the credit facilities provided
      for herein as well as activities as an Agent.

     

    Subject
      to the
      appointment and acceptance of a successor Administrative Agent or Collateral
      Agent as provided in this paragraph, each of the Administrative Agent and the
      Collateral Agent may resign at any time by notifying the Lenders, each Issuing
      Bank and the Company. Upon any such resignation, the Majority Lenders shall
      have
      the right, in consultation with the Company, to appoint a successor. If no
      successor shall have been so appointed by the Majority Lenders and shall have
      accepted such appointment within 30 days after the retiring Agent gives notice
      of its resignation, then the retiring Agent may, on behalf of the Lenders and
      each Issuing Bank, appoint a successor Agent which shall be a bank with an
      office in New York, New York, or an Affiliate of any such bank. Upon the
      acceptance of its appointment as Administrative Agent or Collateral Agent
      hereunder by a successor, such successor shall succeed to and become vested
      with
      all the rights, powers, privileges and duties of the retiring Agent, and the
      retiring Agent shall be discharged from its duties and obligations hereunder.
      The fees payable by the Borrowers to a successor Agent shall be the same as
      those payable to its predecessor unless otherwise agreed between the Company
      and
      such successor. After an Agent’s resignation hereunder, the provisions of this
      Article and Section
      10.03
      shall continue in effect for the benefit of such retiring Agent, its sub-agents
      and their respective Related Parties in respect of any actions taken or omitted
      to be taken by any of them while it was acting as Administrative Agent or
      Collateral Agent.

     

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

     

     

    ARTICLE
      10 

    Miscellaneous

     

    Section
      10.01  .
      Notices.
(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,
      to it at El Paso Building, 1001 Louisiana Street, Houston, Texas 77002,
      Attention of Treasurer (Telecopy No. (713) 420-2708);

     

    (ii)  if
      to EPNGC, TGPC
      or CIG, to it c/o the Company at the address specified in clause (i)
      above;

     

    (iii)  if
      to the
      Administrative Agent, to: 

     

    (iv)  JPMorgan
      Chase
      Bank, N.A.

     

    Technology,
      Shared
      Tech & Operation Commercial Loans

     

    L&A
      Project
      Texas

     

    1111
      Fannin, Floor
      10

     

    Houston,
      TX
      77002

     

    Attention
      of Ina S.
      Tjahjono

     

    Telecopy
      No. (713)
      427-6307

     

    with
      a copy
      to:


     

    JPMorgan
      Chase
      Bank, N.A. 

     

    600
      Travis,
      20th
      Floor

     

    Houston,
      TX
      77030

     

    Attention
      of Robert
      Traband

     

    Telecopy
      No. (713)
      216-8870

     

    (v)  if
      to the
      Collateral Agent, to: 

     

    (vi)  JPMorgan
      Chase
      Bank, N.A.

     

    Institutional
      Trust
      Services

     

    4
      New York Plaza, 15th
      Floor

     

    New
      York, NY
      10004

     

    Attention
      of
      International/Project Finance, James Foley

     

    Telecopy
      No. (212)
      623-6216

     

    with
      a copy
      to:


     

    JPMorgan
      Chase
      Bank, N.A. 

     

    600
      Travis,
      20th
      Floor

     

    Houston,
      TX
      77030

     

    Attention
      of Robert
      Traband

     

    Telecopy
      No. (713)
      216-8870

     

    (vii)  if
      to JPMCB in its
      capacity as an Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10420 Highland
      Manor Drive, 4th Floor, Tampa Bay, Florida 33610, Attention of James Alonzo,
      Telecopy No. (813) 432-5161;

     

    (viii)  if
      to Citibank in
      its capacity as an Issuing Bank, to it at Citibank, N.A., 333 Clay Street /
      Suite 3700, Houston, TX  77002, Attention of Nan Dockal, Telecopy No. (713)
      654-2849;

     

    (ix)  if
      to any other
      Lender in its capacity as an Issuing Bank, to it at the address provided to
      the
      Company for notices to such Issuing Bank in such capacity; and

     

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

     

    (b)  Notices
      and other
      communications to the Lenders hereunder may be delivered or furnished by
      electronic communications pursuant to procedures approved by the Administrative
      Agent; provided
      that the foregoing
      shall not apply to notices pursuant to Article
      2
      unless otherwise agreed by the Administrative Agent and the applicable Lender.
      The Administrative Agent or 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 10.01
      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
      10.02  .
      Waivers;
      Amendments. (a)
      No failure or
      delay by any Agent, any Issuing Bank or any Lender in exercising any right
      or
      power hereunder shall operate as a waiver thereof, nor shall any single or
      partial exercise of any such right or power, or any abandonment or
      discontinuance of steps to enforce such a right or power, preclude any other
      or
      further exercise thereof or the exercise of any other right or power. The rights
      and remedies of the Agents, each Issuing Bank and the Lenders hereunder are
      cumulative and are not exclusive of any rights or remedies that they would
      otherwise have. No waiver of any provision of this Agreement or consent to
      any
      departure by any Borrower therefrom shall in any event be effective unless
      the
      same shall be permitted by paragraph (b)
      of this Section,
      and then such waiver or consent shall be effective only in the specific instance
      and for the purpose for which given. Without limiting the generality of the
      foregoing, the making of a Loan or issuance of a Letter of Credit shall not
      be
      construed as a waiver of any Default, regardless of whether any Agent, any
      Lender or any Issuing Bank may have had notice or knowledge of such Default
      at
      the time.

     

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

     

    (i)  (A)
      increase the
      Commitment of any Lender, without the written consent of such Lender or (B)
      increase the LC Commitment of any Issuing Bank, without the written consent
      of
      such Issuing Bank;

     

    (ii)  reduce
      or forgive
      the principal amount of any Loan or LC Disbursement or reduce the rate of
      interest thereon, or reduce any fees payable hereunder, or reduce the Deposit
      Return, without the written consent of each Lender affected
      thereby;

     

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

     

    (iv)  issue
      any Letter of
      Credit with an expiration date, or extend the expiration date of any Letter
      of
      Credit, to a date that is later than the fifth Business Days prior to the
      Revolving Maturity Date, without the written consent of each Revolving Lender
      and the Issuing Bank of such Letter of Credit;

     

    (v)  change
Section
      2.16(b)
      or 2.16(c)
      in a manner that
      would alter the pro rata sharing of payments required thereby, without the
      written consent of each Lender;

     

    (vi)  release
      any
      Subsidiary Guarantor from its obligations under the Subsidiary Guarantee
      Agreement, without the written consent of each Lender, except in connection
      with
      the Disposition or merger of such Subsidiary Guarantor that is otherwise
      permitted hereunder;

     

    (vii)  release
      the Company
      from its guarantee obligations under Article
      8,
      without the written consent of each Lender;

     

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

     

    (ix)  change
      any of the
      percentages contained in the definition of “Mandatory Asset Reduction Amount”,
      without the written consent of each Lender;

     

    (x)  change
      any of the
      provisions of this Section or the definitions of “Majority Lenders”, “Majority
      Class Lenders”, or any other provision hereof specifying the number or
      percentage of Lenders (or Lenders of any Class) required to waive, amend or
      modify any rights hereunder or make any determination or grant any consent
      hereunder, without the written consent of each Lender or each Lender of such
      Class, as the case may be;

     

    (xi)  change
      any
      provision of any Loan Document in a manner that by its terms adversely affects
      the rights in respect of payments due to Lenders holding Credit Exposures of
      any
      Class differently than those holding Credit Exposures of any other Class,
      without the written consent of Majority Class Lenders of each adversely affected
      Class;

     

    (xii)  waive
      any condition
      set forth in Section
      3.02
      (including by amending or waiving any provision of Article 4,
5,
6
      or 7
      if the effect of
      such amendment or waiver would be to waive any such condition) for purposes
      of
      any Borrowing of Loans or any issuance (or amendment or increase in the stated
      amount) of a Letter of Credit of any Class, without the written consent of
      the
      Majority Class Lenders; or

     

    (xiii)  alter
      the required
      application of any repayments or prepayments as among the Credit Exposures
      of
      different Classes, without the written consent of the Majority Class Lenders
      of
      each adversely affected Class;

     

    (xiv)  provided
      further that
      (x) no such
      agreement shall amend, modify or otherwise affect the rights or duties of any
      Agent or any Issuing Bank hereunder or under any other Loan Document without
      the
      prior written consent of such Agent or such Issuing Bank, as the case may be,
      and (y) any waiver, amendment or modification of this Agreement that by its
      terms affects the rights or duties under this Agreement of one Class of Lenders
      (but not of any other Class of Lenders) may be effected by an agreement or
      agreements in writing entered into by the Company and the requisite percentage
      in interest of the affected Class of Lenders that would be required to consent
      thereto under this Section if such Class of Lenders were the only Class of
      Lenders hereunder at the time.
      Any such waiver
      and any such amendment or modification shall apply equally to each of the
      Lenders and shall be binding upon the Borrowers, the Lenders, the Issuing Banks
      and the Agents. In the case of any waiver, the Borrower, the Lenders, the
      Issuing Banks and the Agents shall be restored to their former position and
      rights hereunder and under the other Loan Documents, and any Default or Event
      of
      Default waived shall be deemed waived ab
      initio
      and not continuing
      unless such waiver expressly provides otherwise; but no such waiver shall extend
      to any subsequent or other Default or Event of Default; and provided
      further that, in
      addition to Dispositions of Collateral permitted by Section
      6.04(a),
      the Majority
      Lenders may consent to additional Dispositions of Collateral so long as each
      such Disposition is for fair market value on an arms-length basis in a cash
      transaction and 100% of the Net Cash Proceeds thereof shall be deposited into
      the Collateral Account pursuant to the terms and provisions of the Security
      Agreement.

     

    In
      addition, notwithstanding the foregoing, this Agreement may be amended with
      the
      written consent of the Administrative Agent, the Borrowers and the Lenders
      providing the relevant Replacement Revolving Facility (as defined below) to
      permit the refinancing of all Revolving Exposures with a replacement hereunder
      (“Replacement
      Revolving Facility”);
provided
      that (a) the
      aggregate amount of such Replacement Revolving Facility shall not exceed the
      aggregate amount of the replaced Revolving Exposures, (b) the maturity date
      of
      such Replacement Revolving Facility shall not be earlier than the Revolving
      Maturity Date at the time of such replacement and (c) all other terms applicable
      to such Replacement Revolving Facility shall be substantially the same as those
      applicable to the Revolving Exposures hereunder. The Administrative Agent shall
      not unreasonably withhold its consent to the Replacement Revolving
      Facility.

     

    Section
      10.03  .
      Expenses;
      Indemnity; Damage Waiver. (a)
      The Company shall
      pay (i)
      all reasonable
      out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
      including the reasonable fees, charges and disbursements of counsel for the
      Administrative Agent, in connection with the syndication of the credit
      facilities provided for herein, the preparation and administration of this
      Agreement or any amendments, modifications or waivers of the provisions hereof
      (whether or not the transactions contemplated hereby or thereby shall be
      consummated), (ii)
      all reasonable
      out-of-pocket expenses incurred by any Issuing Bank in connection with the
      issuance, amendment, renewal or extension of any Letter of Credit by it or
      any
      demand for payment thereunder made by such Issuing Bank (unless included in
      the
      fees charged separately by such Issuing Bank in respect of such Letter of
      Credit) and (iii)
      all out-of-pocket
      expenses incurred by any Agent, any Issuing Bank or any Lender, including the
      fees, charges and disbursements of any counsel for the Administrative Agent,
      any
      Issuing Bank or, during the continuation of any Default, any other Agent or
      any
      Lender, in connection with the enforcement or protection of its rights in
      connection with this Agreement, including its rights under this Section, or
      in
      connection with the Loans made or Letters of Credit issued hereunder, including
      all such out-of-pocket expenses incurred during any workout, restructuring
      or
      negotiations in respect of such Loans or Letters of Credit. 

     

    (b)  Each
      of the
      Borrowers shall indemnify, without duplication, each Agent, each Issuing Bank
      and each Lender, and each Related Party of any of the foregoing Persons (each
      such Person being called an “Indemnitee”)
      against, and
      hold each Indemnitee harmless from, any and all losses, claims, damages,
      liabilities and related expenses, including the fees, charges and disbursements
      of any counsel for any Indemnitee, incurred by or asserted against any
      Indemnitee arising out of, in connection with, or as a result of (i)
      the execution or
      delivery of this Agreement or any agreement or instrument contemplated hereby,
      the performance by the parties hereto of their respective obligations hereunder
      or the consummation of the Transactions or any other transactions contemplated
      hereby, (ii)
      any Loan or Letter
      of Credit or the use of the proceeds therefrom (including any refusal by the
      applicable Issuing Bank to honor a demand for payment under a Letter of Credit
      issued by it in accordance with applicable law if the documents presented in
      connection with such demand do not strictly comply with the terms of such Letter
      of Credit), (iii)
      any actual or
      alleged presence or release of Hazardous Materials on or from any property
      owned
      or operated by the Company or any of its Subsidiaries, or any Environmental
      Liability related in any way to the Company or any of its Subsidiaries, or
      (iv)
      any actual or
      prospective claim, litigation, investigation or proceeding relating to any
      of
      the foregoing, whether based on contract, tort or any other theory and
      regardless of whether any Indemnitee is a party thereto; provided
      that such
      indemnity shall not, in any of the foregoing circumstances as to any Indemnitee,
      be available to the extent that such losses, claims, damages, liabilities or
      related expenses are determined by a court of competent jurisdiction by final
      and nonappealable judgment to have resulted from or to have been attributable
      to
      the gross negligence or willful misconduct of such Indemnitee or its employees
      or agents.
      The
      indemnification provisions of this Section
      10.03(b)
      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
      the
      Loans or any other Secured Obligations; provided
      that nothing in
      this Section
      10.03(b)
      shall limit the
      liability of any Borrower for the payment of the Loans or any Secured
      Obligations, which liability arises under any other Loan Document, including
      any
      liability arising under this Agreement.

     

    (c)  To
      the extent that
      any Borrower fails to pay any amount required to be paid by it to any Agent
      or
      any Issuing Bank under paragraph (a)
      or (b)
      of this Section,
      each Lender (limited with respect to amounts owed by an Issuing Bank of any
      Class to the Lenders of such Class) severally agrees to pay to such Agent or
      such Issuing Bank, as the case may be, such Lender’s pro rata share (determined
      as of the time that the applicable unreimbursed expense or indemnity payment
      is
      sought based on the Commitments at such time, or if the Commitments have
      terminated or expired, based on the Credit Exposures (or if the Commitments
      of a
      Class have terminated or expired, the Revolving Exposures or Deposit Exposures,
      as the case may be) at such time) of such unpaid amount; provided
      that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against such Agent
      or
      such Issuing Bank in its capacity as such.

     

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

     

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

     

    Section
      10.04  .
      Successors
      and Assigns. (a)
      The provisions of
      this Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and assigns permitted hereby (including
      any Affiliate of an Issuing Bank that issues any Letter of Credit), except
      that
(i)
      the Borrowers may
      not assign or otherwise transfer any of their respective rights or obligations
      hereunder in a transaction not permitted hereunder without the prior written
      consent of each Lender (and any attempted assignment or transfer by any Borrower
      without such consent shall be null and void), and (ii)
      no Lender may
      assign or otherwise transfer its rights or obligations hereunder except in
      accordance with this Section. Nothing in this Agreement, expressed or implied,
      shall be construed to confer upon any Person (other than the parties hereto,
      their respective successors and assigns permitted hereby (including any
      Affiliate of an Issuing Bank that issues any Letter of Credit), Participants
      (to
      the extent provided in paragraph (c)
      of this Section)
      and, to the extent expressly contemplated hereby, the Related Parties of each
      of
      the Administrative Agent, each Issuing Bank and the Lenders) any legal or
      equitable right, remedy or claim under or by reason of this
      Agreement.

     

    (b)  (i)
      Subject to the
      conditions set forth in paragraph (b)(ii)
      below, any Lender
      may assign to one or more assignees all or a portion of its rights and
      obligations under this Agreement (including all or a portion of its Commitment,
      its Loans and its Deposit (if any)) with the prior written consent (such consent
      not to be unreasonably withheld or delayed) of:

     

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

     

    (B)  the
      Administrative
      Agent, provided
      that no consent of
      the Administrative Agent shall be required for an assignment of any Deposit
      Exposure to an assignee that is a Lender, an Affiliate of a Lender or an
      Approved Fund; and

     

    (C)  each
      Issuing Bank,
provided
      that no consent of
      any Issuing Bank shall be required for an assignment of all or any portion
      of
      any Deposit Exposure.

     

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

     

    (A)  except
      (i) in the
      case of an assignment to a Lender or an Affiliate of a Lender or an Approved
      Fund or an assignment of the entire remaining amount of the assigning Lender’s
      Commitment (or, if the applicable Commitment is not then in effect, the
      outstanding principal balance of the Loans of the assigning Lender subject
      to
      each such assignment) or (ii) if each of the Company (unless an Event of Default
      has occurred and is continuing) and the Administrative Agent otherwise consent,
      the amount of the Commitment (or, if the applicable Commitment is not then
      in
      effect, the outstanding principal balance of the Loans) of the assigning Lender
      subject to each such assignment (determined as of the date the Assignment and
      Assumption with respect to such assignment is delivered to the Administrative
      Agent) shall be $5,000,000 or any increment of $1,000,000 in excess thereof;
      provided
      that
      related
      Approved Funds shall be aggregated for purposes of such minimum assigned
      amount;

     

    (B)  each
      partial
      assignment shall be made as an assignment of a proportionate part of all the
      assigning Lender’s rights and obligations under this Agreement, except that this
      clause (B)
      shall not prohibit
      the assignment of a proportionate part of all the assigning Lender’s rights and
      obligations in respect of one Class of Commitments or Loans;

     

    (C)  the
      parties to each
      assignment shall execute and deliver to the Administrative Agent an Assignment
      and Assumption, together with a processing and recordation fee of $3,500;
provided
      that only one such
      fee shall be payable in connection with simultaneous assignments to or by two
      or
      more related Approved Funds;

     

    (D)  the
      assignee, if it
      shall not be a Lender, shall deliver to the Administrative Agent an
      Administrative Questionnaire in which the assignee designates one or more
      individuals (each such individual, a “Credit
      Contact”)
      to whom all
      syndicate-level information (which may contain material non-public information
      about the Borrowers, the Credit Parties and their Related Parties or their
      respective securities) will be made available and who may receive such
      information in accordance with the assignee’s compliance procedures and
      applicable laws, including Federal and state securities laws; 

     

    (E)  in
      connection with
      each assignment of Deposit Exposure, the Deposit of the assignor Lender shall
      not be released, but shall instead be purchased by the relevant assignee and
      continue to be held for application (to the extent not already applied) in
      accordance with Article 2 to satisfy such assignee’s obligations in respect of
      Deposit Loans and Deposit LC Exposure. Each Deposit Lender agrees that
      immediately prior to each assignment (i) the Administrative Agent shall
      establish a new Deposit Sub-Account in the name of the assignee, (ii) a
      corresponding portion of the Deposit credited to the Deposit Sub-Account of
      the
      assignor Lender shall be purchased by the assignee and shall be transferred
      from
      the assignor’s Deposit Sub-Account to the assignee’s Deposit Sub-Account and
      (iii) if after giving effect to such assignment the Deposit Commitment of the
      assignor Lender shall be zero, the Administrative Agent shall close the Deposit
      Sub-Account of such assignor Lender; and

     

    (F)  in
      the case of an
      assignment by a Lender to a CLO (as defined below) managed or administered
      by
      such Lender or an Affiliate of such Lender, the assigning Lender shall retain
      the sole right to approve any amendment, modification or waiver of any provision
      of this Agreement, provided
      that the
      Assignment and Assumption between such Lender and such CLO may provide that
      such
      Lender will not, without the consent of such CLO, agree to any amendment,
      modification or waiver described in the first proviso to Section
      10.02(b)
      that affects such
      CLO.

     

    For
      the purposes of
      this Section
      10.04(b),
      the terms
“Approved Fund” and “CLO” have the following meanings:

     

    “Approved
      Fund”
means,
      with
      respect to any Lender, (a) a CLO managed or administered by such Lender or
      an
      Affiliate of such Lender and (b) with respect to any Lender that is a fund
      which
      invests in bank loans and similar extensions of credit, any other fund that
      invests in bank loans and similar extensions of credit and is managed by the
      same investment advisor as such Lender or by an Affiliate of such investment
      advisor.

     

    “CLO”
means,
      with
      respect to any Lender, any entity (whether a corporation, partnership, trust
      or
      otherwise) that is engaged in making, purchasing, holding or otherwise investing
      in bank loans and similar extensions of credit in the ordinary course and is
      administered or managed by such Lender or an Affiliate of such
      Lender.

     

    (iii)  Subject
      to
      execution and delivery thereof and acceptance and recording thereof pursuant
      to
      paragraph (b)(iv)
      of this Section,
      from and after the effective date specified in each Assignment and Assumption
      the assignee thereunder shall be a party hereto and, to the extent of the
      interest assigned by such Assignment and Assumption, have the rights and
      obligations of a Lender under this Agreement, and the assigning Lender
      thereunder shall, to the extent of the interest assigned by such Assignment
      and
      Assumption, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Assumption covering all of the assigning Lender’s
      rights and obligations under this Agreement, such Lender shall cease to be
      a
      party hereto but shall continue to be entitled to the benefits of Sections
      2.13,
2.14,
2.15
      and 10.03).
      Any assignment
      or transfer by a Lender of rights or obligations under this Agreement that
      does
      not comply with this Section
      10.04
      shall be treated for purposes of this Agreement as a sale by such Lender of
      a
      participation in such rights and obligations in accordance with paragraph
(c)
      of this
      Section.

     

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

     

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

     

    (c)  Any
      Lender may,
      without the consent of the Borrowers, the Administrative Agent, or any Issuing
      Bank, sell participations to one or more banks or other entities (a
“Participant”)
      in all or a
      portion of such Lender’s rights and obligations under this Agreement (including
      all or a portion of its Commitment and the Loans owing to it and Notes held
      by
      it); provided
      that (A)
      such Lender’s
      obligations under this Agreement shall remain unchanged, (B)
      such Lender shall
      remain the holder of its Notes (if any) for all purposes of this Agreement
      and
      shall remain solely responsible to the other parties hereto for the performance
      of such obligations and (C)
      the Borrowers, the
      Administrative Agent, each Issuing Bank and the other Lenders shall continue
      to
      deal solely and directly with such Lender in connection with such Lender’s
      rights and obligations under this Agreement. Any agreement or instrument
      pursuant to which a Lender sells such a participation shall provide that such
      Lender shall retain the sole right to enforce this Agreement and to approve
      any
      amendment, modification or waiver of any provision of this Agreement;
provided
      that such
      agreement or instrument may provide that such Lender will not, without the
      consent of the Participant, agree to any amendment, modification or waiver
      described in the first proviso to Section
      10.02(b)
      that affects such
      Participant. Subject to paragraph (d)
      of this Section,
      the Borrowers agree that each Participant shall be entitled to the benefits
      of
      Sections 2.13,
2.14
      and 2.15
      with respect to
      its participations hereunder to the same extent as if it were a Lender and
      had
      acquired its interest by assignment pursuant to paragraph (b)
      of this Section
      and provided
      that such
      Participant shall have complied with any obligation in respect thereof that
      it
      would have had as a Lender. To the extent permitted by law, each Participant
      also shall be entitled to the benefits of Section
      10.08
      as though it were a Lender, provided
      such Participant
      agrees to be subject to Section
      2.16(c)
      as though it were
      a Lender.

     

    (d)  A
      Participant shall
      not be entitled to receive any greater payment under Section 2.13
      or 2.15
      than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant, unless the sale of the participation
      to
      such Participant is made with the Company’s prior written consent. A Participant
      that would be a Foreign Lender if it were a Lender shall not be entitled to
      the
      benefits of Section
      2.15
      unless the Company is notified of the participation sold to such Participant
      and
      such Participant agrees, for the benefit of the Borrowers, to comply with
Section
      2.15(e)
      and (f)
      as though it were
      a Lender.

     

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

     

    Section
      10.05  .
      Survival.
All
      covenants,
      agreements, representations and warranties made by the Borrowers herein and
      in
      the certificates or other instruments delivered in connection with or pursuant
      to this Agreement shall be considered to have been relied upon by the other
      parties hereto and shall survive the execution and delivery of this Agreement
      and the making of any Loans and issuance of any Letters of Credit, regardless
      of
      any investigation made by any such other party or on its behalf and
      notwithstanding that the Administrative Agent, any Issuing Bank or any Lender
      may have had notice or knowledge of any Default or incorrect representation
      or
      warranty at the time any credit is extended hereunder, and shall continue in
      full force and effect as of the date made, or any date referred to therein,
      as
      applicable, (but without being deemed remade on or as of any subsequent date
      by
      reason of this Section
      10.05)
      as long as the principal of or any accrued interest on any Loan or any fee
      or
      any other amount payable under this Agreement is outstanding and unpaid or
      any
      Letter of Credit is outstanding and so long as the Commitments have not expired
      or terminated. The provisions of Sections 2.13,
2.14,
2.15
      and 10.03
      and Article
      9
      shall survive and remain in full force and effect regardless of the consummation
      of the transactions contemplated hereby, the repayment of the Loans, the
      expiration or termination of the Letters of Credit and the Commitments or the
      termination of this Agreement or any provision hereof.

     

    Section
      10.06  .
      Counterparts;
      Integration; Effectiveness. This
      Agreement may
      be executed in counterparts (and by different parties hereto on different
      counterparts), each of which shall constitute an original, but all of which
      when
      taken together shall constitute a single contract. This Agreement and the other
      Loan Documents and any separate letter agreements with respect to fees payable
      to the Administrative Agent constitute the entire contract among the parties
      relating to the subject matter hereof and supersede any and all previous
      agreements and understandings, oral or written, relating to the subject matter
      hereof. Except as provided in Section
      3.01,
      this Agreement shall become effective when it shall have been executed by the
      Administrative Agent and when the Administrative Agent shall have received
      counterparts hereof which, when taken together, bear the signatures of each
      of
      the other parties hereto, and thereafter shall be binding upon and inure to
      the
      benefit of the parties hereto and their respective successors and assigns.
      Delivery of an executed counterpart of a signature page of this Agreement by
      telecopy shall be effective as delivery of a manually executed counterpart
      of
      this Agreement.

     

    Section
      10.07  .
      Severability.
To
      the fullest
      extent permitted by applicable law any provision of this Agreement held to
      be
      invalid, illegal or unenforceable in any jurisdiction shall, as to such
      jurisdiction, be ineffective to the extent of such invalidity, illegality or
      unenforceability without affecting the validity, legality and enforceability
      of
      the remaining provisions hereof; and the invalidity of a particular provision
      in
      a particular jurisdiction shall not invalidate such provision in any other
      jurisdiction.

     

    Section
      10.08  .
      Right of
      Setoff. If
      an Event of
      Default shall have occurred and be continuing, subject to the terms and
      provisions of the Security Agreement and the other Loan Documents, each Lender
      and each of its Affiliates is hereby authorized at any time and from time to
      time, to the fullest extent permitted by law, to set off and apply any and
      all
      deposits (general or special, time or demand, provisional or final) at any
      time
      held and other obligations at any time owing by such Lender or Affiliate to
      or
      for the credit or the account of a Borrower against any of and all the
      obligations of such Borrower now or hereafter existing under this Agreement
      held
      by such Lender, irrespective of whether or not such Lender shall have made
      any
      demand under this Agreement and although such obligations may be unmatured.
      The
      rights of each Lender under this Section are in addition to other rights and
      remedies (including other rights of setoff) which such Lender may have but
      are
      subject to the terms and provisions of the Security Agreement and the other
      Loan
      Documents.

     

    Section
      10.09  .
      Governing
      Law; Jurisdiction; Consent to Service of Process. (a)
      This Agreement
      shall be construed in accordance with and governed by the law of the State
      of
      New York.

     

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

     

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

     

    (d)  Each
      party to this
      Agreement irrevocably consents to service of process in any action or proceeding
      referred to in Section
      10.09
      by the mailing thereof by certified mail, return receipt requested, addressed
      as
      provided in Section
      10.01(a),
      with a copy
      thereof to the “General Counsel” of such Person at such same address. Each
      Borrower also hereby irrevocably appoints CT Corporation System (the
“Process
      Agent”),
      with an office
      on the date hereof at 111 Eighth Avenue, 13th
      Floor, New York,
      New York 10011, as its agent to receive on behalf of such Borrower and its
      property service of copies of the summons and complaint and any other process
      which may be served by the Administrative Agent, any Lender or the holder of
      any
      Note in any such action or proceeding in any aforementioned court in respect
      of
      any action or proceeding arising out of or relating to this Agreement, the
      Notes
      issued pursuant this Agreement and any other Loan Document . Such service may
      be
      made by delivering a copy of such process to the Company by courier and by
      certified mail (return receipt requested), fees and postage prepaid, both
(i) in
      care of
      the Process Agent at the Process Agent’s above address and (ii) at
      the
      Company’s address specified pursuant to Section
      10.01,
      and each Borrower hereby irrevocably authorizes and directs the Process Agent
      to
      accept such service on its behalf. Nothing in this Agreement will affect the
      right of any party to this Agreement to serve process in any other manner
      permitted by law.

     

    Section
      10.10  .
      Waiver Of
      Jury Trial. EACH
      PARTY HERETO
      HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
      IT
      MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
      (a)
      CERTIFIES THAT NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
      OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
      SEEK
      TO ENFORCE THE FOREGOING WAIVER, AND (b)
      ACKNOWLEDGES THAT
      IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
      BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
      SECTION.

     

    Section
      10.11  .
      Headings.
Article
      and Section
      headings and the Table of Contents used herein are for convenience of reference
      only, are not part of this Agreement and shall not affect the construction
      of,
      or be taken into consideration in interpreting, this Agreement.

     

    Section
      10.12  .
      Confidentiality. Each
      of the
      Administrative Agent, the Collateral Agent, each Issuing Bank and the Lenders
      agrees to maintain the confidentiality of the Information (as defined below),
      except that Information may be disclosed (a)
      to its and its
      Affiliates’ directors, officers, employees and agents, including accountants,
      legal counsel and other advisors involved in the financing provided for herein
      (it being understood that the Persons to whom such disclosure is made will
      be
      informed of the confidential nature of such Information and instructed to keep
      such Information confidential), (b)
      to the extent
      requested by any regulatory authority, (c)
      to the extent
      required by applicable laws or regulations or by any subpoena or similar legal
      process, applicable to it, (d)
      to any other party
      to this Agreement, (e)
      in connection with
      the exercise of any remedies hereunder or any suit, action or proceeding
      relating to this Agreement or the enforcement of rights hereunder, (f)
      subject to an
      agreement to comply with the provisions of this Section
      10.12
      or a separate agreement containing provisions substantially the same as those
      of
      this Section, to (i)
      any assignee of or
      Participant in, or any prospective assignee of or Participant in, any of its
      rights or obligations under this Agreement, (ii)
      any pledgee
      referred to in Section
      10.04(e)
      or (iii)
      any actual or
      prospective counterparty (or its advisors) to any swap or derivative transaction
      relating to any Borrower and its obligations, (g)
      with the consent
      of a Borrower or (h)
      to the extent such
      Information (i)
      becomes publicly
      available other than as a result of a breach of this Section or (ii)
      becomes available
      to the Administrative Agent, the Collateral Agent, any Issuing Bank or any
      Lender on a nonconfidential basis from a source other than a Borrower or any
      of
      its Subsidiaries, the Administrative Agent, the Collateral Agent, any Issuing
      Bank or any other Lender. For the purposes of this Section, “Information”
means
      all
      information received from a Borrower or any of its Subsidiaries relating to
      any
      Borrower or any of its Subsidiaries or its businesses, other than any such
      information that is available to the Administrative Agent, the Collateral Agent,
      any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure
      by
      such Borrower; provided
      that, in the case
      of information received from a Borrower after the date hereof, such information
      is clearly identified at the time of delivery as confidential. Any Person
      required to maintain the confidentiality of Information as provided in this
      Section shall be considered to have complied with its obligation to do so if
      such Person has exercised the same degree of care to maintain the
      confidentiality of such Information as such Person would accord to its own
      confidential information; and nothing in the foregoing authorization shall
      apply
      to any disclosure that would constitute a violation of applicable federal and
      state securities laws.

     

    EACH
      LENDER
      ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 10.12 FURNISHED TO IT
      PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
      CONCERNING THE BORROWERS AND ITS AFFILIATES AND THEIR RELATED PARTIES OR THEIR
      RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES
      REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
      SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND
      APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


     

    ALL
      INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
      BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
      ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
      CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, CREDIT PARTIES
      AND
      THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
      REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED
      IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION
      THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS
      COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
      LAWS.

     

    Section
      10.13  .
      Security
      Agreement. Each
      of the
      Lenders, for itself and for each of its Affiliates, and each Issuing Bank hereby
      (i) approves the Security Agreement and (ii) irrevocably authorizes and directs
      the Collateral Agent, and any successor thereof appointed pursuant to
Article
      9,
      to
      take such actions on its behalf and to exercise such powers as are delegated
      to
      the Collateral Agent by the terms of the Security Agreement, together with
      such
      actions and powers as are reasonably incidental thereto. The Collateral Agent
      is
      hereby authorized and directed to execute and deliver the Security Agreement
      on
      behalf of the Lenders. Until the Final Payment Date shall have occurred, to
      the
      extent the Security Agreement amends, modifies or supplements any term or
      provision hereof, it shall constitute an amendment and modification to, and
      supplement of, this Agreement. Each Lender that is now, or hereafter becomes,
      a
      party to this Agreement (including each Person that becomes a Lender pursuant
      to
Section
      10.04)
      and each Person (including any Affiliate of a Lender that party to any Secured
      Hedging Agreement) otherwise claiming rights pursuant to this Agreement (a)
      consents to the provisions of the Security Agreement and (b) agrees by being
      or
      becoming a Lender hereunder or otherwise claiming any such rights, to become
      or
      be bound by the Security Agreement and each other document entered into by
      the
      Administrative Agent on behalf of the Secured Parties pursuant to the terms
      and
      provisions of the Security Agreement.

     

    Section
      10.14  .
      Amendment and
      Restatement and Continuing Effect. This
      Agreement
      constitutes for all purposes an amendment and a restatement of the Existing
      Facility and as of the Effective Date all commitments or loans outstanding,
      or
      any letter of credit issued, under the Existing Facility shall constitute
      Commitments and Letters of Credit under this Agreement. The Existing Facility,
      as amended and restated hereby, continues in full force and effect as so amended
      and restated by this Agreement.

     

    Section
      10.15  .
      USA Patriot
      Act. Each
      Lender hereby
      notifies the Borrower that pursuant to the requirements of the Patriot Act,
      it
      is required to obtain, verify and record information that identifies the
      Borrower, which information includes the name and address of the Borrower and
      other information that will allow such Lender to identify the Borrower in
      accordance with the Patriot Act.

     

    Section
      10.16  .
      Releases.  

     

    (a)  (a)
      On the
      Effective Date, without further action by any party to the Loan Documents,
      (1)
      ANR shall cease to be a Pipeline Borrower hereunder, (2) each Subsidiary listed
      on Schedule 10.16(a) (together with ANR, the “Released Parties”) shall cease to
      be a Subsidiary Guarantor, (3) each of the Released Parties shall cease to
      be a
“Grantor” under the Security Agreement, (4) any property of a Released Party in
      which a security interest is granted by such Released Party pursuant to the
      Security Documents shall be released from such security interest and shall
      no
      longer constitute Collateral and (5) the Released Parties shall cease to be
      parties to the Loan Documents or to have any rights or obligations
      thereunder.

     

    (b)  The
      Administrative
      Agent shall ii) from time to time upon the reasonable request of the Company,
      at
      the sole expense of the Company, execute and deliver to the Company such
      instruments and documents as the Company may reasonably request to fully effect
      solely the foregoing releases, terminations and discharges, and iii) return
      to
      the Company any certificate or other instruments delivered to the Administrative
      Agent in connection with the Existing Credit Agreement and Security Documents
      all security interests in which are released pursuant to Section
      10.16(a).

     

    


    [SIGNATURE
      PAGES BEGIN ON NEXT PAGE]

     

    


     


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

     

    
      	
              EL
                PASO CORPORATION

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    


    


    


    
      	
              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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              ANR
                PIPELINE COMPANY,

               

              solely
                as
                Borrower (as such term is defined under the Existing Facility) under
                the
                Existing Facility

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                Hopper

            
	
              Title: Vice
                President

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              JPMORGAN
                CHASE BANK, N.A.,

               

              as
                Administrative Agent and as Collateral Agent, as a Revolving Issuing
                Bank
                and Deposit Issuing Bank and as a Revolving Lender and a Deposit
                Lender

               

            
	
              By:

            	
              /S/
                ROBERT W.
                TRABAND

            
	
              Name: Robert
                W.
                Traband

            
	
              Title: Vice
                President

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              ABN
                AMRO BANK N.V., as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                JOSHUA
                WOLF

            
	
              Name: Joshua
                Wolf

            
	
              Title: Vice
                President

            
	 
	
              By:

            	
              /S/
                KRIS A.
                GROSSHANS

            
	
              Name: Kris
                A.
                Grosshans

            
	
              Title: Senior
                Vice
                President

            
	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              BANK
                OF AMERICA, N.A., as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                PATRICK
                HONEY

            
	
              Name: Patrick
                Honey

            
	
              Title: Senior
                Vice
                President

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              BNP
                PARIBAS, as
                a
                Revolving Lender
                and as a
                Revolving Issuing Bank

               

            
	
              By:

            	
              /S/
                LARRY
                ROBINSON

            
	
              Name: Larry
                Robinson

            
	
              Title: Director

            
	 
	
              By:

            	
              /S/
                POLLY
                SCHOTT

            
	
              Name: Polly
                Schott

            
	
              Title: Vice
                President

            
	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              CITIBANK,
                N.A., as
                a
                Revolving Issuing Bank

               

            
	
              By:

            	
              /S/
                SHIRLEY
                E. BURROW

            
	
              Name: Shirley
                E.
                Burrow

            
	
              Title: Attorney-in-Fact

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	
              CITICORP
                NORTH AMERICA, INC., as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                SHIRLEY
                E. BURROW

            
	
              Name: Shirley
                E.
                Burrow

            
	
              Title: Vice
                President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              CREDIT
                SUISSE, Cayman Islands Branch, as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                VANESSA
                GOMEZ

            
	
              Name: Vanessa
                Gomez

            
	
              Title: Vice
                President

            
	 
	
              By:

            	
              /S/
                NUPUR
                KUMAR

            
	
              Name: Nupur
                Kumar

            
	
              Title: Associate

            
	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              DEUTSCHE
                BANK TRUST COMPANY AMERICAS, as
                a
                Revolving Lender and as a Revolving Issuing Bank

               

            
	
              By:

            	
              /S/
                MARCUS M.
                TARKINGTON

            
	
              Name: Marcus
                M.
                Tarkington

            
	
              Title: Director

            
	 
	
              By:
                

            	
              /S/
                PAUL
                O’LEARY

            
	
              Name: Paul
                O’Leary

            
	
              Title: Vice
                President

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              FORTIS
                CAPITAL CORP., as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                DEIRDRE
                SANBORN

            
	
              Name: Deirdre
                Sanborn

            
	
              Title: Senior
                Vice
                President

            
	 
	
              By:

            	
              /S/
                TROND
                ROKHOLT

            
	
              Name: Trond
                Rokholt

            
	
              Title: Managing
                Director

            
	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P., as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                JOHN
                WALDRON

            
	
              Name: John
                Waldron

            
	
              Title: 
                Managing Director

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              THE
                ROYAL BANK OF SCOTLAND plc, as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                BRIAN J.
                SMITH

            
	
              Name: Brian
                J.
                Smith

            
	
              Title: Vice
                President

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              THE
                BANK OF NOVA SCOTIA, as
                a
                Revolving Lender and a Deposit Lender

               

               

               

            
	
              By:

            	
              /S/
                M.D.
                SMITH

            
	
              Name: M.D.
                Smith

            
	
              Title: Agent
                Operations

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              SOCIETE
                GENERALE, as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                GRAEME R.
                BULLEN

            
	
              Name: Graeme
                R.
                Bullen

            
	
              Title: Director

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              BAYERISCHE
                HYPO-UND VEREINSBANK AG, NEW YORK BRANCH, as
                a
                Revolving Lender and a Deposit Lender

               

               

               

            
	
              By:

            	
              /S/
                MARIANNE
                WEINZINGER

            
	
              Name: Marianne
                Weinzinger

            
	
              Title: Director

            
	 
	
              By:

            	
              /S/
                SHANNON
                BATCHMAN

            
	
              Name: Shannon
                Batchman

            
	
              Title: Director

            
	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              MERRILL
                LYNCH CAPITAL CORP., as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                CAROL
                J.E. FEELEY

            
	
              Name: Carol
                J.E.
                Feeley

            
	
              Title: Vice
                President

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              MORGAN
                STANLEY BANK, as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                DANIEL
                TWENGE

            
	
              Name: Daniel
                Twenge

            
	
              Title: Authorized
                Signatory

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              BAYERISCHE
                LANDESBANK, Cayman Islands Branch, as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                NIKOLAI
                VON MENGDEN

            
	
              Name: Nikolai
                von
                Mengden

            
	
              Title: Senior
                Vice
                President

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              MIZUHO
                CORPORATE BANK LTD., as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                LEON
                MO

            
	
              Name: Leon
                Mo

            
	
              Title: Senior
                Vice
                President

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              LEHMAN
                COMMERCIAL PAPER INC., as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                MARIA M.
                LUND

            
	
              Name:
                Maria
                M. Lund

            
	
              Title:
                Authorized Signatory

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              UNION
                BANK OF CALIFORNIA, N.A., as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                ROBERT J.
                COLE

            
	
              Name: Robert
                J.
                Cole

            
	
              Title: Vice
                President

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION, as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                JAY
                BUCKMAN

            
	
              Name: Jay
                Buckman

            
	
              Title: Vice
                President

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              NATEXIS
                BANQUES POPULAIRES, as
                a
                Revolving Lender 

               

            
	
              By:

            	
              /S/
                RENAUD
                D’HERBES

            
	
              Name: Renaud
                d’Herbes

            
	
              Title: Senior
                Vice
                President/Regional Manager

            
	
              By:
                

            	
              /S/
                DONOVAN
                BROUSSARD

            
	
              Name: Donovan
                Broussard

            
	
              Title: Vice
                President/GroupManager

            


    

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              AMARILLO
                NATIONAL BANK, as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                CRAIG L.
                SANDERS

            
	
              Name: Craig
                L.
                Sanders

            
	
              Title: Executive
                Vice President

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              MELLON
                BANK, N.A., as
                a
                Revolving Lender

               

            
	
              By:

            	
              /S/
                RICHARD
                A. MATTHEWS

            
	
              Name: 
                Richard A.
                Matthews

            
	
              Title: First
                Vice
                President

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    


     


    SCHEDULE
      1

     

    


    LENDER
      COMMITMENTS

    


    
      	 	
              Name
                of Lender

               

            	 	
              Revolving
                Commitment

               

            	 	
              Deposit
                Commitment

               

            	 	
              Total
                Commitments

               

            
	
              1.

            	
              JPMorgan
                Chase Bank, N.A.

            	 	
              $71,000,000

            	 	
              $220,000,000

            	 	
              $291,000,000

            
	
              2.

            	
              Citicorp
                North America, Inc.

            	 	
              $71,000,000

            	 	
              $220,000,000

            	 	
              $291,000,000

            
	
              3.

               

            	
              The
                Bank of
                Nova Scotia

               

            	 	
              $71,000,000

            	 	
              $30,000,000

            	 	
              $101,000,000

            
	
              4.

               

            	
              Bayerische Hypo-und
                Vereinsbank AG, New York Branch

               

            	 	
              $50,000,000

               

            	 	
              $30,000,000

            	 	
              $80,000,000

            
	
              5.

            	
              ABN
                AMRO Bank
                N.V.

            	 	
              $71,000,000

            	 	
              $0

            	 	
              $71,000,000

            
	
              6.

               

            	
              Bank
                of
                America, N.A.

               

            	 	
              $71,000,000

            	 	
              $0

            	 	
              $71,000,000

            
	
              7.

               

            	
              BNP
                Paribas

               

            	 	
              $71,000,000

            	 	
              $0

            	 	
              $71,000,000

            
	
              8.

               

            	
              Credit
                Suisse, Cayman Islands Branch

               

            	 	
              $71,000,000

            	 	
              $0

            	 	
              $71,000,000

            
	
              9.

               

            	
              Deutsche
                Bank
                Trust Company Americas

               

            	 	
              $71,000,000

            	 	
              $0

            	 	
              $71,000,000

            
	
              10.

               

            	
              Fortis
                Capital Corp.

               

            	 	
              $71,000,000

            	 	
              $0

            	 	
              $71,000,000

            
	
              11.

               

            	
              Goldman
                Sach
                Credit Partners L.P.

               

            	 	
              $71,000,000

            	 	
              $0

            	 	
              $71,000,000

            
	
              12.

            	
              The
                Royal
                Bank of Scotland plc

            	 	
              $71,000,000

            	 	
              $0

            	 	
              $71,000,000

            
	
              13.

               

            	
              Societe
                Generale

               

            	 	
              $71,000,000

            	 	
              $0

            	 	
              $71,000,000

            
	
              14.

               

            	
              Merrill
                Lynch
                Capital Corp.

               

            	 	
              $50,000,000

               

            	 	
              $0

            	 	
              $50,000,000

            
	
              15.

               

            	
              Morgan
                Stanley Bank

               

            	 	
              $50,000,000

               

            	 	
              $0

            	 	
              $50,000,000

            
	
              16.

               

            	
              Bayerische
                Landesbank, Cayman Islands Branch

               

            	 	
              $50,000,000

               

            	 	
              $0

            	 	
              $50,000,000

            
	
              17.

               

            	
              Wachovia
                Bank, National Assocaition

               

            	 	
              $50,000,000

               

            	 	
              $0

            	 	
              $50,000,000

            
	
              18.

               

            	
              Mizuho
                Corporate Bank Ltd.

               

            	 	
              $35,000,000

               

            	 	
              $0

            	 	
              $35,000,000

               

            
	
              19.

               

            	
              Lehman
                Commercial Paper Inc.

               

            	 	
              $31,500,000

               

            	 	
              $0

            	 	
              $31,500,000

               

            
	
              20.

               

            	
              Union
                bank of
                California, N.A.

               

            	 	
              $31,500,000

               

            	 	
              $0

            	 	
              $31,500,000

               

            
	
              21.

               

            	
              Natexis
                Banques Populaires

               

            	 	
              $25,000,000

               

            	 	
              $0

            	 	
              $25,000,000

               

            
	
              22.

               

            	
              Amarillo
                National Bank

               

            	 	
              $15,000,000

               

            	 	
              $0

            	 	
              $15,000,000

               

            
	
              23.

               

            	
              Mellon
                Bank,
                N.A.

               

            	 	
              $10,000,000

               

            	 	
              $0

            	 	
              $10,000,000

               

            
	 	
              TOTAL

            	 	
              $1,250,000,000

            	 	
              $500,000,000

            	 	
              $1,750,000.00

            


    

    



    


    


    SCHEDULE
      2

     

    


    LETTER
      OF
      CREDIT COMMITMENTS

     

    
      	
              Name
                of Issuing Bank

               

            	 	
              LC
                Commitment

               

            
	 	 	 
	
              Deposit
                Issuing Bank

               

            	 	 
	
              JPMorgan
                Chase Bank, N.A.

            	 	
              $500,000,000

            
	 	 	 
	 	 	 
	
              Revolving
                Issuing Banks

               

            	 	 
	
              JPMorgan
                Chase Bank, N.A.

            	 	
              $300,000,000

            
	
              Citibank,
                N.A.

            	 	
              $300,000,000

            
	
              BNP
                Paribas

            	 	
              $300,000,000

            
	
              Deutsche
                Bank
                Trust Company Americas

            	 	
              $100,000,000

            
	 	 	 


    

    


    



    SCHEDULE
      3

     

    


    PRICING
      SCHEDULE

     

    “Applicable
      Rate”
means,
      for any
      day, for purposes of calculating commitment fees on Revolving Commitments or
      interest on Revolving Loans, the rate per annum set forth below in the
      applicable row opposite such term and in the column corresponding to the Pricing
      Level that applies on such day:

     

    
      	 	
              Level
                I

               

            	
              Level
                II

               

            	
              Level
                III

               

            	
              Level
                IV

               

            
	
              Commitment
                Fees

               

            	
              0.250%

               

            	
              0.375%

               

            	
              0.375%

               

            	
              0.500%

               

            
	
              ABR
                Loan
                Margin

               

            	
              0.250%

               

            	
              0.500%

               

            	
              0.750%

               

            	
              1.000%

               

            
	
              Euro-Dollar
                Loan Margin

               

            	
              1.250%

               

            	
              1.500%

               

            	
              1.750%

               

            	
              2.000%

               

            


    

    


    For
      purposes of
      this Schedule, the following terms have the following meanings, subject to
      the
      concluding paragraph of this Schedule:

     

    “Level
      I
      Pricing”
applies
      on any
      day on which the Reference Rating is BB or higher by S&P and
      Ba2 or higher by
      Moody’s.

     

    “Level
      II
      Pricing”
applies
      on any
      day on which (i) the Reference Rating is BB- or higher by S&P and
      Ba3 or higher by
      Moody’s and (ii) Level I Pricing does not apply.

     

    “Level
      III
      Pricing”
applies
      on any
      day on which (i) the Reference Rating is B+ or higher by S&P and
      B1 or higher by
      Moody’s and (ii) neither Level I Pricing nor Level II Pricing
      applies.

     

    “Level
      IV
      Pricing”
applies
      on any
      day if no other Pricing Level applies on such day.

     

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

     

    “Pricing
      Level”
refers
      to the
      determination of which of Level I, Level II, Level III or Level IV Pricing
      applies on any day.

     

    The
“Reference
      Rating”
is
      the credit
      rating assigned to the Revolving Loans by the relevant rating agency;
provided
      that until such
      time as Moody’s assigns an initial rating to the Revolving Loans, the Moody’s
      rating of the Existing Facility shall be deemed its Reference Rating. The rating
      in effect for any day is that in effect at the close of business on such
      day.

     

    “S&P”
means
      Standard
& Poor’s Ratings Services, a division of The McGraw-Hill
      Companies.

     

    For
      avoidance of
      doubt, in the case of split ratings from S&P and Moody’s, the rating to be
      used to determine the applicable Pricing Level is the lower of the two. For
      purposes of the foregoing, if either Moody’s or S&P shall not have in effect
      a rating for the Revolving Loans, then such rating agency shall be deemed to
      have established a rating in Level IV. If the rating system of Moody’s or
      S&P shall change, or if either such rating agency shall cease to be in the
      business of rating debt obligations of the same type as the Revolving Loans,
      the
      Borrowers and the Lenders shall negotiate in good faith to amend this Schedule
      to reflect such changed rating system or the unavailability of ratings from
      such
      rating agency and, pending the effectiveness of any such amendment, the
      Applicable Rate shall be determined by reference to Level IV.