Exhibit
      10.1









This
      letter agreement may be executed by one or more of the parties hereto in any
      number of separate counterparts, and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument.





Yours
                faithfully,Dresdner
                Bank AG London Branch-
                as Administrative Agent -





/s/
                Paul Brannan
            
            /s/
                Manuel CaseiroName
            Paul
                Brannan
            
            Name
            Manuel
                CaseiroTitle
            Vice
                President
            
            Title
            Vice
                President





The
      undersigned hereby appoint Dresdner Bank AG, Niederlassung Luxemburg as
      successor Administrative Agent and waive (i) the 30-day notice requirement
      in
      the Loan Agreements for the resignation by the Administrative Agent and (ii)
      the
      requirement in the Loan Agreements that the successor administrative agent
      be
      appointed from among the Lenders.




For
      and on behalf of Bayerische
      Landesbank :




8/7/06
            
            Not
                available/Not applicable
            
            /s/
                John GregoryDate
            
            Stamp
                of each Lender
            
            Signature(s)





John
                GregoryVice
                PresidentBayerische
                Landesbank/s/
                Donna M. QuiltyDonna
                  M. QuiltyVice
                PresidentBayerische
                Landesbank




19/6/06
              
              Dresdner
                  Bank AG
              
              /s/
                  Paul BrannanDate
              
              Stamp
                  of each Lender
                London
                  Branch
              
              Signature(s)




21/6/06
              
              Royal
                  Bank of Canada
              
              /s/
                  Patrick HollandDate
              
              Stamp
                  of each Lender
              
              Signature(s)




15
                  June 2006
              
              Lloyds
                  TSB Bank PlcDate
              
              Stamp
                  of each Lender
              
              Signature(s)
  /s/
Cherian
                  Thomas
              
              /s/
                  James M. RuddCherian
                  Thomas
              
              James
                    M. RuddAssistant
                  Vice President
              
              Vice
                    PresidentProject
                  Finance
              
              Financial
                    Institutions, USAT-011
              
              R091




6/16/2006
              
              N/A
              
              /s/
                Jeff HeazlewoodDate
              
              Stamp
                  of each Lender
              
              Signature(s)Jeff
                  Heazlewood
                Relationship
                  executive
                Commonwealth
                  Bank of
                Australia




The
      undersigned, as Borrower, pursuant to the Amended and Restated Agreement dated
      June 7, 2006, acknowledges and has no objection to the appointment of Dresdner
      Bank AG, Niederlassung Luxemburg as successor Administrative agent





HGC
                Holdings LLCBy
            /s/
                Thomas A. WellmanThomas
              A. WellmanVice
              President, Chief Financial Officer and
              Treasurer








The
      undersigned, as Borrower, pursuant to the Amended and Restated Agreement dated
      June 7, 2006, acknowledges and has no objection to the appointment of Dresdner
      Bank AG, Niederlassung Luxemburg as successor Administrative agent





The
                Gas Company, LLCBy
            /s/
                Thomas A. WellmanThomas
              A. WellmanVice
              President, Chief Financial Officer and
              Treasurer





Dated:
      August 18, 2006













Dresdner
                  Bank AGLondon
                  BranchPO
                  Box 5271530
                  Greshim StreetLondon
                  EC2P 2XYTelephone
                  +44 (0)20 7623 8000Telex
                  General 885540 DRES BK GBY
                  E-LOAN
              www.dresdnerkleinwort.com
 
 To
                  the LendersHGC
                  Holdings LLC &The
                  Gas Company, LLC
              London,
                  18 August 2006
 
 **HGC
        Holdings LLC & The Gas Company, LLC**
 **Amended
        and Restated Loan Agreement dated 7 June 2006, HGC Holdings
        LLC**
 **Amended
        and Restated Loan Agreement dated 7 June 2006, The Gas Company,
        LLC**
 **Transfer
        of Administrative Agent**
 
 
 Dear
        Sirs,
 
 We
        refer
        to the Loan Agreements listed above and especially Sections 9.9
        thereof.
 
 We
        hereby
        inform you that we resign as the Administrative Agent, subject to the condition
        that you appoint Dresdner Bank AG, Niederlassung Luxemburg as successor
        administrative agent. The switch of Administrative Agents is due to internal
        administrative reasons within Dresdner Bank AG. Upon (i) its appointment
        as
        successor administrative agent, (ii) the consent thereto by the Borrower,
        and
        (iii) Dresdner Bank AG, Niederlassung Luxemburg’s acceptance of such
        appointment, Dresdner Bank AG, Niederlassung Luxemburg shall succeed to all
        the
        rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean Dresdner Bank AG, Niederlassung Luxemburg, and
        Dresdner Bank AG, London Branch’s appointment, powers and duties as
        Administrative Agent shall be terminated.
 
 Since
        we
        are eager to do this switch as soon as possible, we are asking you to waive
        (i)
        the 30 days’ notice requirement for the resignation by the Administrative Agent
        and (ii) the requirement that the successor administrative agent be appointed
        from among the Lenders, as such requirements are provided in Section 9.9
        of the
        Amended and Restated Loan Agreement with HGC Holdings LLC dated 7 June 2006
        and
        Section 9.9 of the Amended and Restated Loan Agreement with The Gas Company,
        LLC
        dated 7 June 2006 (capitalized terms used but not defined herein shall have
        the
        meanings assigned thereto in the Loan Agreements).
 
 By
        countersigning this letter below you confirm that you agree to the change
        of
        Administrative Agent from Dresdner Bank AG London Branch to Dresdner Bank
        AG,
        Niederlassung Luxemburg and that you waive the requirements listed in paragraphs
        (i) and (ii) above. Such resignation and appointment shall be effective upon
        the
        execution and delivery hereof by Dresdner Bank AG London Branch, the Required
        Lenders, the Borrowers and Dresdner Bank AG, Niederlassung Luxemburg. **We
        kindly ask you to send the signed consent to fax No+352 34 6868 3222 attn.
        Erica
        Skoeid no later than 30** **th** **August 2006, close of business London time.**
 
 The
        Lenders’ legal counsel, Mr. Jonathan Cole at Orrick, Herrington & Sulcliffe
        LLP has confirmed that no further documentation needs to be issued especially
        in
        relation to the security package to secure the Lenders’ positions.
 
 Authorised
                  by the German Federal Financial Supervisory Authority and by the
                  Financial
                  Services Authority.
              Investment
                  Banking Division