Exhibit 10.C - Parent Agreement


    EXHIBIT
      10.C

     

    CONFORMED
      COPY

     

     

     

     

    
 

    AMENDED
      AND
      RESTATED

    PARENT
      GUARANTEE AGREEMENT

     

    made
      by

     

    EL
      PASO
      CORPORATION

     

    in
      favor
      of

     

    JPMORGAN
      CHASE BANK, N.A.,

     

    as
      Collateral
      Agent

     

    for
      the benefit of
      the Secured Parties referred to herein

     

    


     

     

    Dated
      as of July
      31, 2006

     

    


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      TABLE
        OF
        CONTENTS

       

      
        	
                Page 
                  

              


      

      


      ARTICLE
        1

      DEFINITIONS

      


      
        	
                Section

              	
                1.01.

              	
                Definitions

              	
                2

              
	
                Section

              	
                1.02.

              	
                Other
                  Definitional :Provisions

              	
                3

              


      

      


      ARTICLE
        2

      GUARANTEE

      


      
        	
                 SECTION 

              	
                2.01.

              	
                Guarantee

              	
                4

              
	
                 SECTION 

              	
                2.02.

              	
                No
                  Subrogation

              	
                4

              
	
                 SECTION 

              	
                2.03.

              	
                Amendments,
                  etc. with Respect to the Guaranteed Obligations

              	
                5

              
	
                 SECTION 

              	
                2.04.

              	
                Guarantee
                  Absolute and Unconditional

              	
                5

              
	
                 SECTION 

              	
                2.05.

              	
                Reinstatement

              	
                6

              
	
                 SECTION 

              	
                2.06.

              	
                Payments

              	
                6

              


      

      


      ARTICLE
        3

      MISCELLANEOUS

      


      
        	
                 SECTION 

              	
                3.01.

              	
                Amendments
                  in Writing

              	
                6

              
	
                 SECTION 

              	
                3.02.

              	
                Notices

              	
                6

              
	
                SECTION

              	
                3.03.

              	
                No
                  Waiver
                  by Course of Conduct; Cumulative Remedies

              	
                6

              
	
                 SECTION 

              	
                3.04.

              	
                Enforcement
                  Expenses; Indemnification

              	
                7

              
	
                 SECTION 

              	
                3.05.

              	
                Successors
                  and Assigns

              	
                8

              
	
                SECTION

              	
                3.06.

              	
                Set-off

              	
                8

              
	
                 SECTION 

              	
                3.07.

              	
                Counterparts

              	
                9

              
	
                 SECTION 

              	
                3.08.

              	
                Severability

              	
                9

              
	
                SECTION

              	
                3.09.

              	
                Section
                  Headings

              	
                9

              
	
                 SECTION 

              	
                3.10.

              	
                Integration

              	
                9

              
	
                 SECTION 

              	
                3.11.

              	
                GOVERNING
                  LAW

              	
                9

              
	
                SECTION

              	
                3.12.

              	
                Submission
                  to Jurisdiction; Waivers; Process Agent

              	
                9

              
	
                 SECTION 

              	
                3.13.

              	
                Acknowledgements

              	
                10

              
	
                 SECTION 

              	
                3.14.

              	
                Releases

              	
                11

              
	
                SECTION

              	
                3.15.

              	
                WAIVER
                  OF
                  JURY TRIAL

              	
                11

              
	
                SECTION

              	
                3.16.

              	
                Sole
                  Right of Enforcement; Demand Not Required

              	
                11

              


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
 

    AMENDED
      AND
      RESTATED

     

    PARENT
      GUARANTEE AGREEMENT

     

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

     

    W
      I T N E S
      S E T H:

     

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

     

    WHEREAS,
      the Guarantor and
      the Collateral Agent on behalf of the lenders and other secured parties referred
      to herein have entered into that certain Amended and Restated Parent Guarantee
      Agreement dated as of November 23, 2004 (the “Existing
      Parent Guarantee Agreement”)
      pursuant to
      which the Guarantor guaranteed certain obligations of the Pipeline Company
      Borrowers to the Collateral Agent;

     

    WHEREAS,
      the Guarantor and
      the Pipeline Company Borrowers are members of an affiliated group of companies
      that includes each Subsidiary Guarantor (as defined in the Credit
      Agreement);

     

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

     

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

     

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

     

    ARTICLE
      1

    Defined
      Terms

     

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

     

    (b)  The
      following terms
      have the following meanings:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      1.02  .
      Other
      Definitional Provisions. The
      definitions of
      terms herein shall apply equally to the singular and plural forms of the terms
      defined. Whenever the context may require, any pronoun shall include the
      corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
      limitation”. The word “will” shall be construed to have the same meaning and
      effect as the word “shall”. Unless the context requires otherwise (a)
      any definition of
      or reference to any agreement, instrument or other document herein shall be
      construed as referring to such agreement, instrument or other document as from
      time to time amended, supplemented or otherwise modified (subject to any
      restrictions on such amendments, supplements or modifications set forth herein),
      (b)
      any reference
      herein to any Person shall be construed to include such Person’s successors and
      assigns, (c)
      any reference
      herein to any Applicable Law means such Applicable Law as amended, modified,
      codified, replaced or reenacted, in whole or in part, and in effect from time
      to
      time, including rules and regulations promulgated thereunder and reference
      to
      any section or other provision of any Applicable Law means that section or
      provision of such Applicable Law from time to time in effect and any amendment,
      modification codification, replacement, or reenactment of such section or other
      provision, (d)
      the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be
      construed to refer to this Agreement in its entirety and not to any particular
      provision hereof, (e)
      all references
      herein to Articles, Sections, Exhibits, Appendices and Schedules shall be
      construed to refer to Articles and Sections of, and Exhibits, Appendices and
      Schedules to, this Agreement, (f)
      all references to
“days” shall mean calendar days and (g)
      the words “asset”
and “property” shall be construed to have the same meaning and effect and to
      refer to any and all tangible and intangible assets and properties, including
      cash, securities, Equity Interests, accounts and contract rights. This Agreement
      is the result of negotiations among the parties hereto and their respective
      counsel. Accordingly, this Agreement shall be deemed the product of all parties
      hereto, and no ambiguity in this Agreement shall be construed in favor of or
      against any Credit Party or any Secured Party.

     

     

    ARTICLE
      2

    Guarantee

     

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

     

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

     

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

     

    Section
      2.02  .
      No
      Subrogation. Notwithstanding
      any
      payment made by the Guarantor hereunder or any set-off or application of funds
      of the Guarantor by the Collateral Agent or any Secured Party, the Guarantor
      shall not be entitled to be subrogated to any of the rights of the Collateral
      Agent or any Secured Party against any Subsidiary Guarantor or any collateral
      security or guarantee or right of offset held by the Collateral Agent or any
      Secured Party for the payment of Guaranteed Obligations, nor shall the Guarantor
      seek or be entitled to seek any contribution or reimbursement from any
      Subsidiary Guarantor in respect of payments made by the Guarantor hereunder,
      until the Guarantee Release Date. If any amount shall be paid to the Guarantor
      on account of such subrogation rights prior to the Guarantee Release Date,
      such
      amount shall be held by the Guarantor in trust for the Collateral Agent and
      the
      Secured Parties, segregated from other funds of the Guarantor, and shall,
      forthwith upon receipt by the Guarantor, be turned over to the Collateral Agent
      in the exact form received by the Guarantor (duly indorsed by the Guarantor
      to
      the Collateral Agent, if required), to be applied against the Guaranteed
      Obligations, whether matured or unmatured, in accordance with the terms and
      provisions of the Credit Agreement and the Security Agreement.

     

    Section
      2.03  .
      Amendments,
      etc. with Respect to the Guaranteed Obligations. The
      Guarantor shall
      remain obligated under this Article 2 notwithstanding that, without any
      reservation of rights against the Guarantor and without notice to or further
      assent by the Guarantor, (a)
      any demand for
      payment of any of the Guaranteed Obligations made by the Collateral Agent or
      any
      other Secured Party may be rescinded by the Collateral Agent or any other
      Secured Party and any of the Guaranteed Obligations continued, (b)
      any Guaranteed
      Obligations, or the liability of any other Person upon or for any part thereof,
      or any collateral security or guarantee therefor or right of offset with respect
      thereto, may, from time to time, in whole or in part, be renewed, extended,
      amended, modified, accelerated, compromised, waived, surrendered or released
      by
      the Collateral Agent or any Secured Party, and (c)
      the Credit
      Agreement or the other Financing Documents and any other documents executed
      and
      delivered in connection therewith, in each case may be amended, modified,
      supplemented or terminated, in whole or in part, pursuant to the terms and
      conditions of each such applicable document from time to time, and any
      collateral security, guarantee or right of offset at any time held by the
      Collateral Agent or any other Secured Party for the payment of any Guaranteed
      Obligations may be sold, exchanged, waived, surrendered or
      released.

     

    Section
      2.04  .
      Guarantee
      Absolute and Unconditional. The
      Guarantor
      waives any and all notice of the creation, renewal, extension or accrual of
      any
      of the Guaranteed Obligations and notice of or proof of reliance by the
      Collateral Agent or any other Secured Party upon the guarantee contained in
      this
      Article 2 or acceptance of the guarantee contained in this Article 2. The
      Guarantor waives diligence, presentment, protest, demand for payment, notice
      of
      intent to accelerate, notice of acceleration and notice of default or nonpayment
      to or upon any of the Subsidiary Guarantors with respect to Guaranteed
      Obligations. The Guarantor understands and agrees that the guarantee contained
      in this Article 2 shall be construed as a continuing, absolute, irrevocable
      and
      unconditional guarantee of payment without regard to (a)
      the validity or
      enforceability or perfection of the Credit Agreement or any other Financing
      Document, any of the Guaranteed Obligations or any other collateral security
      therefor or guarantee or right of offset with respect thereto at any time or
      from time to time held by the Collateral Agent or any Secured Party,
(b)
      any defense,
      set-off or counterclaim whatsoever (other than a defense of payment or
      performance) which may at any time be available to or be asserted by the
      Guarantor or any other Person against the Collateral Agent or any other Secured
      Party, or (c)
      any other
      circumstance whatsoever (with or without notice to or knowledge of the
      Guarantor, any Subsidiary Guarantor or any other Credit Party), other than
      payment or performance, which constitutes, or might be construed to constitute,
      an equitable or legal discharge of the Guarantor or any Subsidiary Guarantor
      for
      any of the Guaranteed Obligations, in bankruptcy or in any other instance.
      When
      making any demand hereunder or otherwise pursuing its rights and remedies
      hereunder against the Guarantor, the Collateral Agent may, but shall be under
      no
      obligation to, make a similar demand on or otherwise pursue such rights and
      remedies as it may have against any Subsidiary Guarantor or any other Person
      or
      against any collateral security or guarantee for the Guaranteed Obligations
      or
      any right of offset with respect thereto, and any failure by the Collateral
      Agent to make any such demand, to pursue such other rights or remedies or to
      collect any payments from 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 Subsidiary Guarantor or any other Person
      or any such collateral security, guarantee or right of offset, shall not relieve
      the Guarantor of any obligation or liability hereunder, and shall not impair
      or
      affect the rights and remedies, whether express, implied or available as a
      matter of law, of the Collateral Agent against the Guarantor. For the purposes
      hereof “demand”
shall
      include the
      commencement and continuance of any legal proceedings.

     

    Section
      2.05  .
      Reinstatement. The
      guarantee
      contained in this Article 2 shall continue to be effective, or be reinstated,
      as
      the case may be, if at any time payment, or any part thereof, of any of the
      Guaranteed Obligations is rescinded or must otherwise be restored or returned
      by
      the Collateral Agent or any Secured Party upon the insolvency, bankruptcy,
      dissolution, liquidation or reorganization of the Guarantor 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 Guarantor or any
      Subsidiary Guarantor or any substantial part of its property, or otherwise,
      all
      as though such payments had not been made.

     

    Section
      2.06  .
      Payments.
The
      Guarantor
      hereby agrees that payments required to be made by it hereunder will be paid
      to
      the Collateral Agent without set-off or counterclaim in dollars at the office
      of
      the Collateral Agent identified in Section 9.04 of the Security
      Agreement.

     

     

    ARTICLE
      3

    Miscellaneous

     

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

     

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

     

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

     

    Section
      3.04  .
      Enforcement
      Expenses; Indemnification. 

     

    (a)  The
      Guarantor
      agrees to indemnify, defend and save and hold harmless the Collateral Agent,
      each other Secured Party and each of their respective Affiliates and their
      respective officers, directors, employees, agents, advisors and trustees (each,
      an “Indemnified
      Party”)
      from and
      against, and shall pay, any and all claims, damages, losses, liabilities and
      expenses (including reasonable fees and expenses of counsel) that may be
      incurred by or asserted or awarded against any Indemnified Party, in each case
      arising out of or in connection with or as a result of the execution or delivery
      of this Agreement or the performance by the Guarantor of its obligations
      hereunder, except to the extent such claim, damage, loss, liability or expense
      is found in a final, nonappealable judgment by a court of competent jurisdiction
      to have resulted from, or to be attributable to, the gross negligence or willful
      misconduct of such Indemnified Party or its employees or agents. 

     

    (b)  The
      Guarantor will
      pay to the Collateral Agent the amount of any and all reasonable out-of-pocket
      expenses, including the reasonable fees and expenses of its counsel and of
      any
      experts and agents, that the Collateral Agent may incur in connection with
      (i)
      the administration
      of this Agreement, (ii)
      the exercise or
      enforcement of any of the rights of the Collateral Agent or any other Secured
      Party hereunder or (iii)
      the failure by the
      Guarantor to perform or observe any of the provisions hereof required to be
      performed or observed by it.

     

    (c)  The
      Guarantor shall
      pay or reimburse the Collateral Agent for any transfer taxes or other taxes
      relating to or incurred in connection with this Agreement and shall indemnify
      and hold harmless the Collateral Agent and each other Secured Party from any
      amounts that it is obligated to pay in the way of such taxes.

     

    (d)  The
      Guarantor
      agrees to indemnify and hold harmless the Collateral Agent (in its agency
      capacity), and each other Secured Party from, and shall reimburse the Collateral
      Agent (in its agency capacity) and each other Secured Party for any present
      or
      future claim for liability for any stamp or other similar tax and any penalties
      or interest with respect thereto, which may be assessed, levied or collected
      by
      any jurisdiction in connection with this Agreement.

     

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

     

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

     

    Section
      3.05  .
      Successors
      and Assigns. This
      Agreement
      shall be binding upon the successors and assigns of the Guarantor and shall
      inure to the benefit of the Collateral Agent and its successors and assigns
      for
      the ratable benefit of the Secured Parties and their successors and assigns;
      provided
      that, except in
      connection with a transaction expressly permitted by Section 6.05 of the Credit
      Agreement, the Guarantor may not assign, transfer or delegate any of its rights
      or obligations under this Agreement without the prior written consent of the
      Collateral Agent.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.12  .
Submission
      to
      Jurisdiction; Waivers; Process Agent.
      The Guarantor
      hereby irrevocably and unconditionally:

     

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

     

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

     

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

     

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

     

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


     

    (f)  appoints
      CT
      Corporation System (the “Process
      Agent”),
      with an office
      on the date hereof at 111 Eighth Avenue, 13th
      Floor, New York,
      New York 10011, as its agent to receive on behalf of the Guarantor and its
      property service of copies of the summons and complaint and any other process
      which may be served by the Collateral Agent or any Secured Party in any such
      action or proceeding in any aforementioned court in respect of any action or
      proceeding arising out of or relating to this Agreement or the other Loan
      Documents to which it is a party. Such service may be made by delivering a
      copy
      of such process to the Guarantor 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
      Guarantor’s address specified pursuant to Section 9.04 of the Security
      Agreement, and the Guarantor hereby irrevocably authorizes and directs the
      Process Agent or the Company to accept such service on its behalf.

     

    Section
      3.13  .
      Acknowledgements. The
      Guarantor
      hereby acknowledges that:

     

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

     

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

     

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

     

    Section
      3.14  .
      Releases.
On
      the Guarantee
      Release Date this Agreement and all obligations (other than those expressly
      stated to survive such termination and in all cases subject to Section
      2.05
      hereof) of the Guarantor and any other party hereto shall terminate, all without
      delivery of any instrument or performance of any act by any Person. At the
      request and sole expense of the Guarantor following any such termination, the
      Collateral Agent shall promptly execute and deliver to the Guarantor such
      termination agreements, instruments and other documents as the Guarantor shall
      reasonably request to evidence such termination.

     

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

     

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

     

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

     

    
      	
              EL
                PASO CORPORATION

               

            
	
              By:

            	
              /S/
                JOHN
                HOPPER

            
	
              Name: John
                J.
                Hopper

            
	
              Title: Vice
                President