exv10waw1



 






EXHIBIT 10.A.1




AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT




     AMENDMENT dated as of January 19, 2007 to the Amended and Restated Credit Agreement dated as
of July 31, 2006 (the “Credit Agreement”) among EL PASO CORPORATION, COLORADO INTERSTATE GAS
COMPANY, EL PASO NATURAL GAS COMPANY, TENNESSEE GAS PIPELINE COMPANY, the several banks and other
financial institutions from time to time parties thereto, and JPMORGAN CHASE BANK, N.A., as
administrative agent and as collateral agent.



     The parties hereto agree as follows:



     SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein that is defined in the Credit Agreement has the meaning
assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein”
and “hereby” and each other similar reference and each reference to “this Agreement” and each other
similar reference contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.



     SECTION
2. Amendment. The definition of “Consolidated EBITDA” in Section 1.01 of the Credit
Agreement is amended by adding the following new clause (x) immediately before the proviso thereto:




     plus (x) any charges taken during such period in connection with the payment,
repayment, redemption, defeasance, early retirement or refinancing of any debt;



     SECTION
3. Representations of Borrowers. The Borrowers represent and warrant that
(i) the representations and warranties of the Borrowers set forth in Article 4 of the Credit
Agreement will be true on and as of the Amendment Effective Date (as defined below) and (ii) no
Default will have occurred and be continuing on such date.



     SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.



     SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.



     SECTION 6. Effectiveness. This Amendment shall become effective on the
date (the “Amendment Effective Date”) when the Administrative Agent shall have received from each
of the Borrowers and Lenders comprising the Majority Lenders a counterpart hereof signed by such
party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent)
that such party has signed a counterpart hereof.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	EL PASO CORPORATION

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	COLORADO INTERSTATE GAS COMPANY

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	EL PASO NATURAL GAS COMPANY

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	TENNESSEE GAS PIPELINE COMPANY

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and
Treasurer 	 



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	 	JPMORGAN CHASE BANK, N.A.,

     as a Revolving Lender and Deposit Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	CITICORP NORTH AMERICA, INC.,

     as a Revolving Lender and

     Deposit Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	[Lender],

     as a [Revolving Lender] [and]

     [Deposit Lender]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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