EXHIBIT 10.A
  
   EXECUTION VERSION
    THIRD AMENDED AND
RESTATED
  CREDIT AGREEMENT
  dated as
of
  November 16,
2007
  among
  EL PASO
CORPORATION,
  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
  ___________________________
  CITICORP NORTH AMERICA,
INC.,
  Syndication
Agent
  ABN AMRO BANK N.V., BANK OF AMERICA,
N.A. and
 DEUTSCHE BANK SECURITIES
INC.,
  Co-Documentation
Agents
  CITIGROUP GLOBAL MARKETS INC. and
J.P. MORGAN SECURITIES INC.,
  as Joint
Bookrunners and Co-Lead Arrangers
   
  TABLE OF CONTENTS
   ARTICLE
      1
                      DEFINITIONS
                    PageSection
      1.01
                    
                    Defined
      Terms
                    1Section
      1.02
                    
                    Terms
      Generally
                    22Section
      1.03
                    
                    Accounting Terms;
      GAAP
                    22ARTICLE
      2
                      THE
      CREDITSSection
      2.01
                    
                    Commitments
                    23Section
      2.02
                    
                    Loans and
      Borrowings
                    23Section
      2.03
                    
                    Requests for
      Borrowings
                    23Section
      2.04
                    
                    Letters of
      Credit
                    24Section
      2.05
                    
                    Fundings of
      Borrowings
                    28Section
      2.06
                    
                    Interest
      Elections
                    29Section
      2.07
                    
                    Optional and Mandatory
      Termination and Reduction of Commitments
                    30Section
      2.08
                    
                    Repayment of Loans; Evidence
      of Debt
                    31Section
      2.09
                    
                    Optional and Mandatory
      Prepayment of Loans
                    32Section
      2.10
                    
                    Fees
                    32Section
      2.11
                    
                    Interest
                    33Section
      2.12
                    
                    Alternate Rate of
      Interest
                    34Section
      2.13
                    
                    Increased
      Costs
                    34Section
      2.14
                    
                    Break Funding
      Payments
                    36Section
      2.15
                    
                    Taxes
                    36Section
      2.16
                    
                    Payments Generally; Pro Rata
      Treatment; Sharing of Set-Offs
                    37Section
      2.17
                    
                    Mitigation Obligations;
      Replacement of Lenders
                    39ARTICLE
      3
                      CONDITIONSSection
      3.01
                    
                    Effective Date; Conditions to
      Initial Credit Event
                    40Section
      3.02
                    
                    Each Credit
      Event
                    42Section
      3.03
                    
                    Changes in Lenders And
      Commitments
                    43ARTICLE
      4
                      REPRESENTATIONS
      AND WARRANTIESSection
      4.01
                    
                    Organization;
      Powers
                    44Section
      4.02
                    
                    Authorization
                    44Section
      4.03
                    
                    Governmental Approvals; No
      Conflicts
                    44Section
      4.04
                    
                    Binding Obligation;
      Enforceability
                    44Section
      4.05
                    
                    Financial
      Condition
                    44
  i.
 Third Amended and
Restated Credit Agreement
 Section
      4.06
                    
                    Compliance with Laws and
      Agreements
                    45Section
      4.07
                    
                    Litigation
                    45Section
      4.08
                    
                    Taxes
                    46Section
      4.09
                    
                    Properties
                    46Section
      4.10
                    
                    ERISA
                    46Section
      4.11
                    
                    Investment Company
      Act
                    47Section
      4.12
                    
                    Federal Reserve
      Regulations
                    47Section
      4.13
                    
                    Collateral
                    47Section
      4.14
                    
                    Environmental
      Matters
                    47Section
      4.15
                    
                    Disclosure
                    47Section
      4.16
                    
                    Subsidiaries
                    47ARTICLE
      5
                      AFFIRMATIVE
      COVENANTSSection
      5.01
                    
                    Preservation of
      Existence
                    48Section
      5.02
                    
                    Compliance with
      Laws
                    48Section
      5.03
                    
                    Visitation
      Rights
                    48Section
      5.04
                    
                    Books and
      Records
                    48Section
      5.05
                    
                    Maintenance of
      Properties
                    48Section
      5.06
                    
                    Maintenance of
      Insurance
                    48Section
      5.07
                    
                    Security Interests in
      Collateral
                    49Section
      5.08
                    
                    Reporting
      Requirements
                    49Section
      5.09
                    
                    Collateral
      Reporting
                    51ARTICLE
      6
                      NEGATIVE
      COVENANTSSection
      6.01
                    
                    Liens
                    51Section
      6.02
                    
                    Financial
      Covenants
                    53Section
      6.03
                    
                    Debt
                    53Section
      6.04
                    
                    Disposition of Property or
      Assets
                    54Section
      6.05
                    
                    Mergers
                    56Section
      6.06
                    
                    Use of
      Proceeds
                    57Section
      6.07
                    
                    Transactions with
      Affiliates
                    57Section
      6.08
                    
                    Restrictive
      Agreements
                    57ARTICLE
      7
                      EVENTS OF
      DEFAULTARTICLE
      8
                      COMPANY
      GUARANTEESection
      8.01
                    
                    Company
      Guarantee
                    61Section
      8.02
                    
                    No
      Subrogation
                    62Section
      8.03
                    
                    Amendments, etc. with Respect
      to the Obligations
                    62Section
      8.04
                    
                    Guarantee Absolute and
      Unconditional
                    62Section
      8.05
                    
                    Reinstatement
                    63
  ii.
 Third Amended and
Restated Credit Agreement
 ARTICLE
      9
                      THE
      AGENTSARTICLE
      10
                      MISCELLANEOUSSection
      10.01
                    
                    Notices
                    65Section
      10.02
                    
                    Waivers;
      Amendments
                    67Section
      10.03
                    
                    Expenses; Indemnity; Damage
      Waiver
                    69Section
      10.04
                    
                    Successors and
      Assigns
                    70Section
      10.05
                    
                    Survival
                    74Section
      10.06
                    
                    Counterparts; Integration;
      Effectiveness
                    74Section
      10.07
                    
                    Severability
                    74Section
      10.08
                    
                    Right of
      Setoff
                    74Section
      10.09
                    
                    Governing Law; Jurisdiction;
      Consent to Service of Process
                    75Section
      10.10
                    
                    Waiver Of Jury
      Trial
                    75Section
      10.11
                    
                    Headings
                    76Section
      10.12
                    
                    Confidentiality
                    76Section
      10.13
                    
                    Security
      Agreement
                    77Section
      10.14
                    
                    Amendment and Restatement and
      Continuing Effect
                    77Section
      10.15
                    
                    USA Patriot
      Act
                    77Section
      10.16
                    
                    Releases
                    78
  SCHEDULES:Schedule
      1
                  Lender
      CommitmentsSchedule
      2
                  Letter of
      Credit CommitmentsSchedule
      3
                  Pricing
      ScheduleSchedule
      4.05
                  Disclosure
      UpdateSchedule
      4.14
                  Environmental
      MattersSchedule
      4.16
                  SubsidiariesSchedule
      6.08
                  Existing
      Restrictive AgreementsSchedule
      10.16 (a)
                  Released
      Subsidiary GuarantorsEXHIBITS:EXHIBIT
      A
                  Form of
      Assignment and AssumptionEXHIBIT
      B
                  Form of
      Borrowing RequestEXHIBIT
      C
                  Form of
      NoteEXHIBIT
      D
                  Form of
      Security AgreementEXHIBIT
      E
                  Form of
      Subsidiary Guarantee AgreementEXHIBIT
      F-1
                  Form of
      Opinion of Bracewell & Giuliani LLP, special New York counsel to the
      CompanyEXHIBIT
      F-2
                  Form of
      Opinion of General Counsel or Associate General Counsel to the
      CompanyEXHIBIT
      G
                  Acceptable
      Subordination
Provisions


iii.
 Third Amended and
Restated Credit Agreement


THIRD
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 16, 2007,
among EL
PASO CORPORATION, a Delaware corporation (the “Company”),
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, Colorado
Interstate Gas Company, a Delaware general partnership (“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 July 31, 2006;




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 G 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 1/100th 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.




1
 Third Amended and
Restated Credit Agreement


“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 Syndication Agent,
the Co-Documentation Agents and the Lead Arrangers.




“Agreement” means the Existing
Facility, as amended and restated by this Third 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
customary for such financing transactions.




“Applicable Rate” means, for
any day, with respect to commitment fees and any Loan, the applicable rate
specified in the Pricing Schedule for such day.




“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.




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




“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.




2
 Third Amended and
Restated Credit Agreement


“Borrowing” means Loans of the
same 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,
with respect to any LC Exposure at any date, 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.




“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.




3
 Third Amended and
Restated Credit Agreement


“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 recitals hereto.




“Citibank” means Citibank,
N.A.




“CNA” means Citicorp North
America, Inc.




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




“Co-Documentation Agents” means
ABN AMRO Bank N.V., Bank of America, N.A. and Deutsche Bank Securities Inc., in
their capacity as co-documentation 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.




4
 Third Amended and
Restated Credit Agreement


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




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




“Company Guaranteed
Obligations” has the meaning assigned to such term in 
Section 8.01.




“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 (including for this purpose MLP and its
consolidated Subsidiaries), plus (vii) distributions of
cash to such Person or any of its consolidated Subsidiaries by any entity
accounted for on the equity method (including for this purpose MLP and its
consolidated Subsidiaries), 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, 2006, 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; plus(x) any charges taken
during such period in connection with the payment, repayment, redemption,
defeasance, early retirement or refinancing of any debt; 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.




5
 Third Amended and
Restated Credit Agreement


“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, the Disposition of which is subject to subclause
(i)or
(ii)of
Section 6.04(b).




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




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




“Credit Party” means each
Borrower and each Guarantor.




“Credit Party Guarantee” means
(a) the Subsidiary Guarantee Agreement and (b) the Guaranty of the Company set
forth in 
Article 8in favor of the Administrative Agent for the ratable
benefit of the Lenders.




“Credit Related Party” means
each Borrower, each Guarantor and each Restricted 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, 2006, 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.




6
 Third Amended and
Restated Credit Agreement


“Departing Lender” means (i) a
Deposit Lender party to (and as defined in) the Existing Facility or (ii) a
Revolving Lender party to the Existing Facility not listed in Schedule 1
hereto.




“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 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.




7
 Third Amended and
Restated Credit Agreement


“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.




“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 El Paso Tennessee.




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




“Existing Letters of Credit”
means the Deposit Letters of Credit and Revolving Letters of Credit (as each
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 Letter” means the Letter
Agreement dated as of October 18, 2007, among the Company, JPMorgan, JPMCB and
CGMI.




8
 Third Amended and
Restated Credit Agreement


“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”)).




9
 Third Amended and
Restated Credit Agreement


“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) 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 one week or two weeks thereafter or 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, in the case
of a one, two, three or six month Interest Period, 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 one, two, three or six
month 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.




10
 Third Amended and
Restated Credit Agreement


“ISP” means International
Standby Practices, International Chamber of Commerce Publication No. 590 as the
same may be amended or replaced from time to time.




“Issuing Bank” means each of
JPMCB and Citibank and, at any time and from time to time, up to three other
Lenders that are designated in writing by the Company and that agree to issue
one or more
Letters of Credit hereunder, in each case in its capacity as the issuer of each
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 Letters of
Credit, the Lender which issued the same shall be the initial Issuing Bank with
respect thereto.  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 pursuant to a writing signed by the Company, such Issuing Bank and
the Administrative Agent.  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, at any
time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of
Credit at such time plus (b) the aggregate amount
of all LC Disbursements in respect of 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 LC Exposure of any Lender at
any time shall be its Percentage of the total LC Exposure at such
time.




“Lead Arrangers” means CGMI and
JPMorgan, 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 any
letter of credit issued by an Issuing Bank pursuant to this Agreement,
including, after the Effective Date, all Existing Letters of
Credit.




11
 Third Amended and
Restated Credit Agreement


“LIBO Rate” means, with respect
to any Interest Period, the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA
LIBOR”) from Reuters Reference LIBOR01 page (or any successor thereto or
substitute therefor provided by Reuters providing rate quotations comparable to
those currently provided on such pages, 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.




“Loan” means a loan made pursuant to
Section 2.01.




“Loan Documents” means,
collectively, this Agreement, the Security Agreement, the Subsidiary 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 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




12
 Third Amended and
Restated Credit Agreement


(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 (other than a Disposition pursuant to
Section 6.04(a)(iv));




(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 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, 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.




13
 Third Amended and
Restated Credit Agreement


“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 financial
condition 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 Related Party”
has the meaning set forth in paragraph
(f)of
Article 7.




“Maturity Date” means November
19, 2012.




“MLP” means El Paso Pipeline
Partners, L.P., a Delaware limited partnership.




“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 $1,000,000 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 2.07and 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 2.07and the definitions of “Mandatory Asset Reduction
Amount” and “Mandatory Asset Reduction Event”.




14
 Third Amended and
Restated Credit Agreement


“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” means
November 23, 2004.




“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.




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




“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.




“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.




15
 Third Amended and
Restated Credit Agreement


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




“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;




16
 Third Amended and
Restated Credit Agreement


(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 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.




“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.




17
 Third Amended and
Restated Credit Agreement


“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
any 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).




18
 Third Amended and
Restated Credit Agreement


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.




“Reference Indenture” means the
Indenture dated as of March 5, 2003 between Southern Natural Gas Company, a
Delaware Corporation, and The Bank of New York, as trustee, governing Southern
Natural Gas Company’s 8-7/8% Notes due 2010, as in effect
on the Effective Date; provided that for purposes of
this Agreement, the percentage set forth in Section 3.05(b)(5) of the Reference
Indenture shall be deemed to be 5%.




“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(a).




“Restricted Subsidiaries” means, collectively, each Pipeline
Company Borrower and each of their respective consolidated Subsidiaries (other
than Project Financing Subsidiaries) and each Subsidiary Guarantor (other than
the Exempted Guarantor); 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 6.04that results in such Person no longer being a direct or
indirect Subsidiary of the Company.




“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.




19
 Third Amended and
Restated Credit Agreement


“Security Agreement” means the Third 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 Subsidiary
Guarantee Agreement, 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 Third Amended and
Restated Subsidiary Guarantee Agreement substantially in the form of Exhibit E 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.




20
 Third Amended and
Restated Credit Agreement


“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 Tennessee, EPNG Holding and TGPC
Holding.




“Syndication Agent” means CNA, in its capacity as syndication
agent.




“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.




“Uniform Customs” means the Uniform Customs and Practice for
Documentary Credits (2007 Revision), International Chamber of Commerce
Publication No. 600, as the same may be amended from time to time.




21
 Third Amended and
Restated Credit Agreement


“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  .  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
1.03  .  Accounting Terms;
GAAP.(a)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.




(b)           For
purposes of Section 6.02, the amount of Consolidated EBITDA, Debt and Guaranties
shall be calculated assuming that MLP and its consolidated Subsidiaries are
accounted for on the equity method (notwithstanding that they would be
consolidated Subsidiaries of the Company under GAAP).




22
 Third Amended and
Restated Credit Agreement




ARTICLE
2


The
Credits




Section 2.01.  Commitments.Subject to the terms and conditions
set forth herein, each Lender agrees to make Loans to any Borrower from time to
time during the Availability Period in an aggregate principal amount that will
not result in any Lender’s Outstandings exceeding such Lender’s
Commitment.  Within the foregoing limits and subject to the terms and
conditions set forth herein, each Borrower may borrow, prepay and reborrow
Loans.




Section 2.02.  Loans and Borrowings.(a) Each Loan
shall be made as part of a Borrowing consisting of Loans of the same Type made
by the Lenders ratably in accordance with their respective Commitments, 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 Borrowing may be in an aggregate amount
that is equal to the entire unused balance of the total Commitments or that is
required to finance the reimbursement of an LC Disbursement as contemplated by 
Section 2.04(e).  Borrowings of more than one 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 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:




23
 Third Amended and
Restated Credit Agreement


(i)  the
Borrower;




(ii)  the aggregate
amount of such Borrowing;




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




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




(v)  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




(vi)  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 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.  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 Letter of Credit in a form reasonably acceptable to
the Administrative Agent and the applicable Issuing Bank, at any time and from
time to time during the  Availability Period.  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.




(i)  Existing Letters of
Credit.  On the Effective Date, without further action by any
party hereto, each Issuing Bank that has issued an Existing Letter of Credit
shall be deemed to have granted to each Lender, and each Lender shall be deemed
to have acquired from such Issuing Bank, a participation in each such Existing
Letter of Credit equal to such Lender’s Percentage of (A) the aggregate amount
available to be drawn under such Existing Letter of Credit and (B) the aggregate
amount of any outstanding reimbursement obligations in respect
thereof.  With respect to each Existing Letter of Credit (i) any
participation therein granted pursuant to the terms of the Existing Facility
shall be automatically canceled on the Effective Date and (ii) if the relevant
Issuing Bank has heretofore granted a participation therein to any bank or
financial institution otherwise than pursuant to the terms of the Existing
Facility, 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.




24
 Third Amended and
Restated Credit Agreement


(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
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 such notice is received by the applicable Issuing Bank
(i) prior to 12:00 noon, New York City time, on any Business Day, the applicable
Issuing Bank shall use its best efforts to issue the requested Letter of Credit
on such date or (ii) after 12:00 noon, New York City time, on any Business Day,
the applicable Issuing Bank shall issue the requested Letter of Credit by the
end of the following Business Day, in each case provided that all necessary
information is in order.  If requested by the applicable Issuing Bank
in connection with any request for a Letter of Credit, the applicable obligor
Borrower in respect thereof also shall submit a letter of credit application on
such Issuing Bank’s standard form.  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 and (ii) the total Outstandings shall not exceed the total
Commitments.  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 three years after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, three years after such renewal or extension) and (ii) the
date that is five Business Days prior to the 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 three years shall be permitted (which shall in no event extend beyond the
date referred to in clause
(ii)above).




25
 Third Amended and
Restated Credit Agreement


(d)  Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
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, and each Lender hereby acquires from
such Issuing Bank, a participation in such Letter of Credit equal to such
Lender’s 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 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.  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, to the extent
financed with proceeds of an ABR Borrowing as contemplated by the following
sentence, such Borrower’s obligation to make such payment shall be discharged
and replaced by the resulting ABR Borrowing.  Unless the Company, on
its own behalf or on behalf of the applicable Pipeline Company Borrower, shall
have notified the Administrative Agent of such Borrower’s intention to reimburse
the Administrative Agent directly for such LC Disbursement, the Administrative
Agent shall notify each Lender of the applicable LC Disbursement, the payment
then due from such Borrower in respect thereof and such Lender’s Percentage
thereof.  Promptly following receipt of such notice, each applicable Lender shall
make an ABR Loan in the amount of its Percentage of the payment then due from
the applicable Borrower, in the same manner as provided in
Section 2.05with respect to Loans made by such Lender (and
Section 2.05shall 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 to the Lenders and such Issuing Bank as their interests may
appear.




26
 Third Amended and
Restated Credit Agreement


(f)  Obligations
Absolute.  Each Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph
(e)of this
Section 2.04shall 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 comply with the requirements of the ISP
or the Uniform Customs, as applicable, when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms
thereof.  In furtherance of the foregoing, the parties agree that,
with respect to documents presented which appear on their face to be in
compliance with the terms of a Letter of Credit, the Issuing Bank that issued
such Letter of Credit may, to the extent it is permitted to do so under the ISP
or Uniform Customs, as applicable, and otherwise 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.




27
 Third Amended and
Restated Credit Agreement


(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 (including reimbursement by way of ABR Loans made as contemplated by paragraph (e) of this
Section 2.04), 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; 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 2.04to 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) 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.




28
 Third Amended and
Restated Credit Agreement


(b)  Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date (or, in the case of a requested ABR Borrowing for which notice has
been provided by the Company on the same date of the proposed disbursement, the
proposed time) 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 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.  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:




29
 Third Amended and
Restated Credit Agreement


(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 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, the Commitments shall terminate on the Maturity
Date.




(b)  The Company may at
any time terminate, or from time to time reduce, the unused portions of the
Commitments; provided
that (i) each partial reduction of the Commitments 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 Commitments if, after giving effect to
any concurrent prepayment of Loans in accordance with
Section 2.09, the Outstandings would exceed the aggregate amount of the
Commitments.




(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
Lenders of the contents thereof.  Each notice delivered by the Company
pursuant to this
Section 2.07shall 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.




30
 Third Amended and
Restated Credit Agreement


(d)  Within five days
after the occurrence of a Mandatory Asset Reduction Event, the Commitments shall
be ratably reduced (but not below zero) by an aggregate amount equal to the
related Mandatory Asset Reduction Amount.




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




Section
2.08 .  Repayment of Loans;
Evidence of Debt.  (a)  Each Borrower hereby
unconditionally promises to pay on the Maturity Date to the Administrative Agent
for the account of each 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 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 2.08shall, 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 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).




31
 Third Amended and
Restated Credit Agreement


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 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
optional 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 optional 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 optional 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 Outstandings exceed the then aggregate Commitments, then,
without notice or demand, the Company shall promptly cause to be prepaid the
principal amount of the Loans and any unreimbursed LC Disbursements in an amount
equal to such excess and, if all Loans and unreimbursed LC Disbursements shall
have been prepaid, promptly cause to be Cash Collateralized outstanding Letters
of Credit 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
Lender a commitment fee, which shall accrue at the Applicable Rate on the daily
amount of the excess of the Commitment of such Lender over such Lender’s
Outstandings during the period from and including the date hereof to but
excluding the date on which such Commitment terminates.




(b)  The Company agrees
to pay (i) to the Administrative Agent for the account of each Lender a
participation fee with respect to its participations in Letters of Credit, which
shall accrue at the same Applicable Rate used to determine the interest rate
applicable to Eurodollar Loans on the average daily amount of such Lender’s 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 Commitment terminates and
the date on which such Lender ceases to have any LC Exposure, (ii) to each
Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum
on the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) with respect to each 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
Commitments and the date on which there ceases to be any LC Exposure with
respect to Letters of Credit issued by such Issuing Bank and (iii) 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.




32
 Third Amended and
Restated Credit Agreement


(c)  Fees accrued
pursuant to paragraphs
(a), (b)(i) and (b)(ii) 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 the Lenders shall be payable on the date on which the
Commitments terminate and any such fees accruing after the date on which the
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.




(d)  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 Letter 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.




(e)  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 2.11or (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
upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph
(c)of this
Section 2.11shall 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.




33
 Third Amended and
Restated Credit Agreement


(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:




(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 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
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrowers and the Lenders that the
circumstances giving rise to such notice no longer exist, (m) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective,
and (n) if any Borrowing Request requests a Eurodollar Borrowing, 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




(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;




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 2.13after 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.




34
 Third Amended and
Restated Credit Agreement


(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 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 2.13shall 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.




35
 Third Amended and
Restated Credit Agreement


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.




36
 Third Amended and
Restated Credit Agreement


(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 2.15with 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,
2.14or
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,

2.15and
10.03shall 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.  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.




37
 Third Amended and
Restated Credit Agreement


(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.




38
 Third Amended and
Restated Credit Agreement


(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, 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, with interest thereon, for each day from and including the date such
amount is distributed to it 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
2.13or
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 refuses to grant its approval with respect to any
matter requiring the approval of all Lenders and such matter shall have been
approved by the Majority Lenders, 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, 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 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 2.13or 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.




39
 Third Amended and
Restated Credit Agreement




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 Third Amended
and Restated Credit 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 hereof or thereof, 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.




40
 Third Amended and
Restated Credit Agreement


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




(viii)  certificates, dated
the Effective Date and signed by the President, a Vice President or a Financial
Officer of the Company, 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) The Deposit (as
defined in the Existing Facility), together with accrued interest thereon, shall
have been returned to the Deposit Lenders (as defined in the Existing Facility)
(or shall be returned substantially simultaneously with the closing hereunder),
(ii) all Loans owing to Departing Lenders, together with accrued interest
thereon and accrued fees and all other amounts payable under the Existing
Facility for the account of Departing Lenders shall have been paid (or shall be
paid substantially simultaneously with the closing hereunder) and (iii) the
Administrative Agent shall have received evidence satisfactory to it of the
foregoing.




41
 Third Amended and
Restated Credit Agreement


(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, 2006 and (ii) the unaudited consolidated financial statements of the Company
and its consolidated Subsidiaries for the fiscal quarter ended September 30,
2007.




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 November 30, 2007 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at
such time).




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.




42
 Third Amended and
Restated Credit Agreement


(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.




(3)  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.




Section
3.03 .  Changes In Lenders And
Commitments.On the Effective Date:




(a)  The Deposit
Commitments (as defined in the Existing Facility) shall terminate, and the
Deposit Lenders shall cease to be Lenders party to this Agreement, providedthat the provisions
of Sections
2.13,
2.14,
2.15and
10.03shall
continue to inure to the benefit of such Deposit Lenders.




(b)  Each Person listed
in Schedule 1 hereto shall be a Lender with a Commitment in the applicable
amount set forth for such Lender in Schedule 1.




(c)  Each Lender which
is not a Revolving Lender (as defined in the Existing Facility) (a “New Lender”) shall make new
Loans to the Borrowers in an amount such that, after giving effect thereto, the
aggregate amount of such Loans shall bear the same relationship to the
Commitment of such New Lender as the outstanding Loans of the other Lenders bear
to their Commitments, such new Loans to be allocated ratably among all
outstanding Borrowings and to be deemed part of such outstanding
Borrowings.




(d)  The Existing
Letters of Credit shall become Letters of Credit hereunder, and the
participations of the Lenders therein shall be redetermined on the basis of
their respective Commitments set forth in Schedule 1, all pursuant to 
Section 2.04(b).




(e)  Any Revolving
Lender party to the Existing Facility but not listed in Schedule 1 shall cease
to be a Lender party to this Agreement, shall cease to have any Commitment
hereunder or any participation in outstanding Letters of Credit, and all Loans
made by such Departing Lender, and all accrued interest, fees
and other amounts payable under the Existing Facility for its account shall be
due and payable on the Effective Date; provided that the provisions of Sections
2.13,
2.14,
2.15and
10.03of this Agreement
shall continue to inure to the benefit of such Departing
Lender.




(f)  Any Lender which is
not a New Lender, but whose Percentage is greater than its Revolving Percentage
(as defined in the Existing Facility) previously in effect shall be deemed a New
Lender for purposes hereof to the extent of such increase, and any such Lender
whose Percentage is less than its Revolving Percentage shall be deemed a
Departing Lender for purposes hereof to the extent of such
decrease.




43
 Third Amended and
Restated Credit Agreement


(g)  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 this
Section 3.03.






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,
5.02and
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, 2006, 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 Ernst & Young 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.




44
 Third Amended and
Restated Credit Agreement


(b)  The consolidated
balance sheets of the Company and its consolidated Subsidiaries as of September
30, 2007, 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 or in the annual and quarterly reports referred to in 
Section 4.07(collectively, the “Disclosure Update”), as of the
Effective Date, since December 31, 2006, 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, 2006
or its quarterly report on Form 10-Q for the fiscal quarter ended September 30,
2007 (the “3rdQuarter 2007 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 3rd
Quarter 2007 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.




45
 Third Amended and
Restated Credit Agreement


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.




46
 Third Amended and
Restated Credit Agreement


(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 .  Environmental
Matters.Except for the matters set forth on Schedule 4.14 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
4.15 .  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
4.16 .  Subsidiaries.Schedule
4.16 sets forth the name of, and the ownership interest of the Company in, each
of its Subsidiaries as of October 12, 2007.




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.




47
 Third Amended and
Restated Credit Agreement




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 
5.01through
5.06, and the Company will,
with respect to Sections
5.07through
5.09:




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
6.04or
6.05or 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 or cause to be maintained with financially
sound and reputable insurance companies (or through self-insurance), property
damage and liability insurance of such types, in such amounts and against such
risks as is commercially reasonable to maintain; and furnish to the
Administrative Agent, upon written request, full information as to the insurance
carried.




48
 Third Amended and
Restated Credit Agreement


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 6.02and (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
(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;




49
 Third Amended and
Restated Credit Agreement


(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 6.02and (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;




50
 Third Amended and
Restated Credit Agreement


(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 5.08on a website established for Lender access shall constitute
delivery for all purposes this of
Section
5.08.




Section
5.09 .  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, 2007, 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.




51
 Third Amended and
Restated Credit Agreement


(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 any of the Collateral.




(b)  The Company shall
not, and shall not permit any Subsidiary of the Company (other
than  Southern Natural Gas Company, (i) MLP, (ii) any Project
Financing Subsidiary and (iii) any Subsidiary of any of the foregoing) 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




52
 Third Amended and
Restated Credit Agreement


(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)  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 (B) the aggregate amount
of consolidated Guaranties of the Company and its consolidated Subsidiaries,
plus (C) 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(D) 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 (E) 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) 5.50:1 at any time prior to June 30, 2008 and
(y) 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 at any time prior to June 30, 2008 and (y) 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 5.08would 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, (B) the successive refinancing of Debt
incurred to fund working capital, (C) the making of Qualified Investments or (D)
the refinancing or replacement of Debt.




53
 Third Amended and
Restated Credit Agreement


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),
(iii) Dispositions of Collateral in a transaction permitted by
Section 6.05and (iv) Dispositions of direct or indirect equity interests
in the Pipeline Company Borrowers to either (x) MLP or a Subsidiary of MLP
(including intermediate inter-company transfers in connection therewith) or (y)
a Person other than the Company or a Subsidiary of the Company, in any such case
on an arm’s-length basis (as reasonably determined by the Company), provided that the sum of the
effective percentage interest in TGPC so Disposed of plus the effective
percentage interest in EPNGC so Disposed of shall not exceed 15%.




(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) except in the case of any such Disposition to MLP or a
Subsidiary of MLP (including intermediate inter-company transfers in connection
therewith), 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);




54
 Third Amended and
Restated Credit Agreement


(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 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;




55
 Third Amended and
Restated Credit Agreement


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




(xv)  Dispositions by the
Company or its Subsidiaries on an arms-length basis (as reasonably determined by
the Company) of Equity Interests in any Subsidiary of the Company; provided that the sale
thereof shall not result in the Company owning directly or indirectly less than
100% of the Equity Interests in the Subsidiary Guarantors.




(c)  No Borrower shall
Dispose of (in a single or related series of transactions) assets constituting
all or substantially all of the consolidated assets of such Borrower and its
Subsidiaries taken as a whole, provided that this
Section 6.04(c)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 6.05or (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) 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 (ii)
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,
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




56
 Third Amended and
Restated Credit Agreement


(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 (it being understood that the payments to be made to Departing
Lenders pursuant to
Section
3.01(d)(ii)shall constitute a permitted use of proceeds pursuant to this
Section 6.06).




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 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 6.04or any merger, consolidation or liquidation permitted under
Section 6.05and (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 or the 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 Reference 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.




57
 Third Amended and
Restated Credit Agreement




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 Party herein or by any Credit
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 Party by the Administrative Agent or by any Lender with a copy to
the Administrative Agent; or




(c)  Any Credit Party
shall fail to perform or observe any term, covenant, or agreement applicable to
it contained in
Section 5.01(a)or
5.08(g)or
Article 6; or




(d) Any Credit 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 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




58
 Third Amended and
Restated Credit Agreement


(f)  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 Related
Party”) shall  generally not pay its debts as such debts become
due; or  admit in writing its inability to pay its debts generally;
or  make a general assignment for the benefit of creditors;
or  any proceeding shall be instituted or consented to by any Material
Credit Related 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  any such proceeding shall have been instituted against any
Material Credit Related 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  any Material
Credit Related Party shall take any corporate action to authorize any of the
actions set forth above in this paragraph (f);
or




(g)  Any final 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




59
 Third Amended and
Restated Credit Agreement


(h)  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  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  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  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)  At any time (i) any
“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 or (ii)
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 at
the Effective Date and (2) were not appointed, elected or nominated by the Board
of Directors of the Company at a time when no Event of Default existed under
this clause (ii);
or




(j)  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




(k)  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.




60
 Third Amended and
Restated Credit Agreement




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 Secured Parties 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 payable by any
of them and  the prompt and complete payment by the Subsidiary
Guarantors when due (whether at the stated maturity, by acceleration or
otherwise) of all amounts payable by them under the Subsidiary Guarantee
Agreement (the obligations described in the foregoing clauses (i) and (ii) being
herein referred to as the “Company Guaranteed
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 8shall remain in full force and effect until the Final
Payment Date, notwithstanding that from time to time during the term of this
Agreement, no Company Guaranteed 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 Company Guaranteed Obligations or any payment received or
collected from the Company in respect of the Company Guaranteed Obligations),
remain liable for the Company Guaranteed Obligations until the Final Payment
Date.




61
 Third Amended and
Restated Credit Agreement


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
Agreement 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 Company Guaranteed 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
Company Guaranteed 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 Company Guaranteed Obligations made by any Agent or any
Lender may be rescinded by such Agent or such Lender and any of the Company
Guaranteed Obligations continued, and the Company 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 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 Company Guaranteed
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 Company
Guaranteed 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 Company Guaranteed
Obligations and notice of or proof of reliance by any Agent or any Lender upon the
guarantee contained in this
Article 8or acceptance of
the guarantee contained in this
Article 8; the Company Guaranteed
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




62
 Third Amended and
Restated Credit Agreement




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
Company Guaranteed Obligations.  The Company understands and agrees
that the guarantee contained in this
Article 8shall 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 Company 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 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 Company Guaranteed 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 Company Guaranteed 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 Company Guaranteed 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.




63
 Third Amended and
Restated Credit Agreement




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 3or
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.




64
 Third Amended and
Restated Credit Agreement


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 10.03shall
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:




65
 Third Amended and
Restated Credit Agreement


(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
      or TGPC, 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.


712 Main St, 12 Fl.
Central


Houston, TX
77002


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.


712 Main St, 12 Fl.
Central


Houston, TX
77002


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;





66
 Third Amended and
Restated Credit Agreement


(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 2unless 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; providedthat a notice given
by telecopier or electronic communication in accordance with this
Section 10.01but
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:




67
 Third Amended and
Restated Credit Agreement


(i)  increase the
Commitment of any Lender, without the written consent of such
Lender;




(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, 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;
or




(ix)  change any of the
provisions of this Section or the definitions of “Majority Lenders”, or any
other provision hereof specifying the number or percentage of Lenders 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;




provided furtherthat 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.  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.




68
 Third Amended and
Restated Credit Agreement


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 (i) 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 or (ii) have arisen from a dispute between or among the
Arrangers, the Administrative Agent or the Lenders or from a claim of an
Indemnitee against another Indemnitee which in either case is not a direct or
indirect result of any act or omission of the Borrowers or any of their
subsidiaries.  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.




69
 Third Amended and
Restated Credit 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 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 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
and its Loans (if any)) with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:




70
 Third Amended and
Restated Credit Agreement


(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; and




(C)  each Issuing
Bank.




(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;
providedthat 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;




(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; and




(E)  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.




71
 Third Amended and
Restated Credit Agreement


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,
2.15and
10.03).  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this
Section
10.04shall 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.




72
 Third Amended and
Restated Credit Agreement


(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,
2.14and
2.15with 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
10.08as 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
2.13or
2.15than 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 2.15unless 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.




73
 Third Amended and
Restated Credit Agreement


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,
2.15and
10.03and
Article 9shall 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.




74
 Third Amended and
Restated Credit Agreement


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 10.09by 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.




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.




75
 Third Amended and
Restated Credit Agreement


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
10.12or 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.




76
 Third Amended and
Restated Credit Agreement


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.




77
 Third Amended and
Restated Credit Agreement


Section
10.16 .  Releases.
On the Effective Date, without further action by any party to the Loan
Documents,  each Subsidiary listed on Schedule 10.16(a) (the “Released Parties”) shall cease
to be a Subsidiary Guarantor or a Borrower,  each of the Released
Parties shall cease to be a “Grantor” under the Security
Agreement,  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  the Released Parties shall cease to be parties to the
Loan Documents or to have any rights or obligations thereunder.




(a)  The Administrative
Agent shall  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  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]




78
 Third Amended and
Restated Credit Agreement


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 CORPORATIONBy:
            /s/ John J.
      HopperName:John J.
      HopperTitle:Vice
      President and Treasurer








EL
      PASO NATURAL GAS COMPANYBy:
            /s/ John J.
      HopperName:John J.
      HopperTitle:Vice
      President and Treasurer








TENNESSEE
      GAS PIPELINE COMPANYBy:
            /s/ John J.
      HopperName:John J.
      HopperTitle:Vice
      President and TreasurerCOLORADO
      INTERSTATE GAS COMPANY,
              solely as
      Borrower (as such term is defined under the Existing Facility)
              under the
      Existing FacilityBy:
            /s/ John J.
      HopperName:John J.
      HopperTitle:Vice
      President and Treasurer





Third Amended and
Restated Credit Agreement





JPMORGAN
      CHASE BANK, N.A.,
              as
      Administrative Agent and as an Issuing Bank and as a LenderBy:
            /s/ Robert
      TrabandName:Robert
      TrabandTitle:Executive
      Director










Citicorp
      North America, Inc.
              as
      LenderBy:
            /s/ Jim
      ReillyName:Jim
      ReillyTitle:Vice
      President




















Bank of America, N.A.,as LenderBy:
            /s/ Ronald E.
      McKaigName:Ronald
      E. McKaigTitle:Senior
      Vice President





Third Amended and
Restated Credit Agreement








DEUTSCHE
      BANK TRUST COMPANY AMERICAS,
              as
      LenderBy:
            /s/ Paul
      O’LearyName:Paul
      O’LearyTitle:Vice
      President








The
      Royal Bank of Scotland plc,
              as
      LenderBy:
            /s/ Patricia
      DundeeName:Patricia
      DundeeTitle:Managing
      Director








ABN
      AMRO Bank N.V.
              as
      LenderBy:
            /s/ R. Scott
      DonaldsonName:R. Scott
      DonaldsonTitle:Director





By:
            /s/ Todd
      VaubelName:Todd
      VaubelTitle:Vice
      President

















Third Amended and
Restated Credit Agreement





BNP Paribas,as
      LenderBy:
            /s/ Mark A.
      CoxName:Mark A.
      CoxTitle:Managing
      DirectorBy:
            /s/ Larry
      RobinsonName:Larry
      RobinsonTitle:Director











Credit
      Suisse, Cayman Islands Branch,
              as
      LenderBy:
            /s/ James
      MoranName:James
      MoranTitle:Managing
      DirectorBy:
            /s/ Nupur
      KumarName:Nupur
      KumarTitle:Associate








Fortis Capital Corp.,as
      LenderBy:
            /s/ Deirdre
      SanbornName:Deirdre
      SanbornTitle:DirectorBy:
            /s/ Darrell
      HolleyName:Darrell
      HolleyTitle:Managing
      Director








Third Amended and
Restated Credit Agreement


GOLDMAN
      SACHS CREDIT PARTNERS L.P.,
              as
      LenderBy:
            /s/ Mark
      WaltonName:Mark
      WaltonTitle:Authorized
      Signatory








The
      Bank of Nova Scotia,
              as
      LenderBy:
            /s/ A.
      OstrovName:A.
      OstrovTitle:Director








SOCIETE
      GENERALE,
              as
      LenderBy:
            /s/ Kevin C.
      JoyceName:Kevin C.
      JoyceTitle:Vice
      President





Third Amended and
Restated Credit Agreement








UBS
      LOAN FINANCE LLC,
              as
      LenderBy:
            /s/ I. R.
      OtsaName:I. R.
      OtsaTitle:Associate
      Director
              Banking
      Products
              Services,
      USBy:
            /s/ Richard
      L. LavrowName: Richard
      L. LavrowTitle:Director
              Banking
      Products
              Services,
      US








BAYERISCHE HYPO-UND VEREINSBANK
      AG, NEW YORK BRANCH,
              as
      LenderBy:
            /s/ William
      W. HunterName:William
      W. HunterTitle:DirectorBy:
            /s/ Shannon
      BatchmanName:Shannon
      BatchmanTitle:Director





Third Amended and
Restated Credit Agreement








MORGAN
      STANLEY BANK,
              as
      LenderBy:
            /s/ Daniel
      TwengeName:Daniel
      TwengeTitle:Authorized
      Signatory








Merrill
      Lynch Capital Corporation,
              as
      LenderBy:
            /s/ Don
      BurkittName:Don
      BurkittTitle:Vice
      President








Bayerische Landesbank, New York
      Branch,
              as
      LenderBy:
            /s/ Craig J.
      AndersonName:Craig J.
      AndersonTitle:First
      Vice PresidentBy:
            /s/ Nikolai
      von MengdenName:Nikolai
      von MengdenTitle:Senior
      Vice President





Third Amended and
Restated Credit Agreement








LEHMAN
      BROTHERS COMMERCIAL BANK,
              as
      LenderBy:
            /s/ George
      JanesName:George
      JanesTitle:Chief
      Credit Officer














Natixis,
              as
      LenderBy:
            /s/ Louis P.
      Laville, IIIName:Louis P.
      Laville, IIITitle:Managing
      DirectorBy:
            /s/ Daniel
      PayerName:Daniel
      PayerTitle:Director








Wachovia
      Bank, National Association,
              as
      LenderBy:
            /s/ Shawn
      YoungName:Shawn
      YoungTitle:Vice
      President








Third Amended and
Restated Credit Agreement





Wells
      Fargo Bank, N.A.,
              as
      LenderBy:
            /s/ Sushim
      ShahName:Sushim
      ShahTitle:Vice
      President








Bank
      of New York,
              as
      LenderBy:
            /s/ Hussam S.
      AlsahlaniName:Hussam
      S. AlsahlaniTitle:Vice
      President







Third Amended and
Restated Credit Agreement
  SCHEDULE
1
  
 LENDER
COMMITMENTS
 
 Name
      of Lender
              
              Commitment1.
              
              Citibank,
      N.A.
              
              $
              97,000,0002.
              
              JPMorgan
      Chase Bank, N.A.
              
              $
              97,000,0003.
              
              Bank of
      America, N.A.
              
              $
              90,000,0004.
              
              Deutsche Bank
      Trust Company Americas
              
              $
              90,000,0005.
              
              The Royal
      Bank of Scotland plc
              
              $
              90,000,0006.
              
              ABN AMRO Bank
      N.V.
              
              $
              90,000,0007.
              
              BNP
      Paribas
              
              $
              72,000,0008.
              
              Credit
      Suisse, Cayman Islands Branch
              
              $
              72,000,0009.
              
              Fortis
      Capital Corp.
              
              $
              72,000,00010.
              
              Goldman Sachs
      Credit Partners L.P.
              
              $
              72,000,00011.
              
              The Bank of
      Nova Scotia
              
              $
              72,000,00012.
              
              Societe
      Generale
              
              $
              72,000,00013.
              
              UBS Loan
      Finance LLC
              
              $
              72,000,00014.
              
              BayerischeHypo-und Vereinsbank
      AG, New York Branch
              
              $
              60,000,00015.
              
              Morgan
      Stanley Bank
              
              $
              60,000,00016.
              
              Merrill Lynch
      Capital Corp.
              
              $
              60,000,00017.
              
              Bayerische
      Landesbank, New York Branch
              
              $
              50,000,00018.
              
              Lehman
      Brothers Commercial Bank
              
              $
              50,000,00019.
              
              Natixis
              
              $
              50,000,00020.
              
              Wachovia
      Bank, National Association
              
              $
              50,000,00021.
              
              Wells Fargo
      Bank, N.A.
              
              $
              50,000,00022.
              
              The Bank of
      New York
              
              $
              12,000,000TOTAL
              
              $
              1,500,000,000
  Schedule 1 — Page
1
 Third Amended and
Restated Credit Agreement
  
 
 SCHEDULE
2
  
 LETTER
OF CREDIT COMMITMENTS
  Name
      of Issuing Bank
              
              LC
      CommitmentJPMorgan
      Chase Bank, N.A.
              
              $
              400,000,000BNP
      Paribas
              
              $
              400,000,000Citibank,
      N.A.
              
              $
              300,000,000Fortis
      Capital Corp.
              
              $
              300,000,000Deutsche Bank
      Trust Company Americas
              
              $
              100,000,000
 
 
  Schedule 2 — Page
1
 Third Amended and
Restated Credit Agreement
  SCHEDULE
3
  
 PRICING
SCHEDULE
  “Applicable Margin” means, for
any day, for purposes of calculating commitment fees on Commitments or interest
on 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
              
              
              Level
      VCommitment
      Fees
              
              
              0.100
              %
              
              
              0.125
              %
              
              
              0.200
              %
              
              
              0.250
              %
              
              
              0.375
              %ABR Loan
      Margin
              
              
              0.000
              %
              
              
              0.000
              %
              
              
              0.000
              %
              
              
              0.250
              %
              
              
              0.500
              %Euro-Dollar
      Loan Margin
              
              
              0.500
              %
              
              
              0.750
              %
              
              
              1.000
              %
              
              
              1.250
              %
              
              
              1.500
              %
 
 For purposes of
this Schedule, the following terms have the following meanings, subject to the
concluding paragraphs of this Schedule:
 
 “Fitch” means Fitch Ratings,
Ltd.
 
 “Level I Pricing” applies on
any day on which the Reference Rating is BBB/Baa2/BBB or higher.
 
 “Level II Pricing” applies on
any day on which the Reference Rating is BBB-/Baa3/BBB-.
 
 “Level III Pricing” applies on
any day on which the Reference Rating is BB+/Ba1/BB+.
 
 “Level IV Pricing” applies on
any day on which the Reference Rating is BB/Ba2/BB.
 
 “Level V 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, Level IV or Level V
Pricing applies on any day.
 
 “Rating Agency” means Fitch,
Moody’s or S&P.
 
 Schedule 3 — Page
1
 Third Amended and
Restated Credit Agreement
 The “Reference Rating” is the
credit rating assigned to the Loans by the relevant rating agency; provided that
(i) until such time as Moody's and S&P assigns an initial rating to the
Loans, the Moody's and S&P ratings of the Existing Facility shall be deemed
to be its Reference Rating and (ii) until the Borrowers engage Fitch to rate the
Loans, Fitch's ratings shall be deemed to be unavailable.  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.
 
 In
the event that Reference Ratings are not available from all three Rating
Agencies, (i) if the Reference Rating from Fitch is unavailable, Moody's and
S&P's Reference Ratings shall apply and, if both Reference Ratings from
Moody's and S&P are available but not the same, then (A) if the difference
is one notch, the higher such rating will govern so long as it is at least BBB-
or Baa3 or higher, but the lower rating will govern if that requirement is not
met, and (B) if the difference is more than one notch, a Reference Rating one
notch below the higher of the two will govern; (ii) if the Reference Rating from
either Moody’s or S&P is unavailable, then the Fitch Reference Rating shall
not apply and the Pricing Level will be determined on the basis of the available
Reference Rating from Moody’s or S&P; and (iii) if the Reference Ratings
from both Moody's and S&P are unavailable, then Level V shall
apply.
  In
the event Reference Ratings from all three Rating Agencies are available, then
(i) the majority Reference Rating will govern, if two such ratings are the same
or (ii) the middle Reference Rating will govern, if all three such ratings
differ.
  If
the rating system of any Rating Agency shall change, the Borrowers and the
Lenders shall negotiate in good faith to amend this Schedule to reflect such
changed rating system and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined without reference to such Rating
Agency.
  
 
  Schedule 3 — Page
2
 Third Amended and
Restated Credit Agreement
  SCHEDULE
4.05
  DISCLOSURE
UPDATE
  None
   Schedule 4.05 —
Page 1
 Third Amended and
Restated Credit Agreement
  SCHEDULE
4.14
  ENVIRONMENTAL
MATTERS
  Matters described
in the Company's annual report on Form 10-K for the year ended December 31, 2006
or in its 3rd
Quarter 2007 10-Q.
  
   Schedule 4.14 —
Page 1
 Third Amended and
Restated Credit Agreement
  SCHEDULE
4.16
  SUBSIDIARIES
AS OF OCTOBER 12, 2007
  SEE
ATTACHED
   Schedule 4.16 —
Page 1
 Third Amended and
Restated Credit Agreement
  
  As of October
      12, 2007Entity
      Name
                Place
      of Incorporation
                Owner
                Relationship
                %
      OwnershipAgropecuaria
      Santo Antonio Ltda.
                Brazil
                El Paso
      Energia do Brasil Ltda.
                Owner
                0.0002Termogas
      S/A
                Unaffiliated
      Parties
                0.0002Termo Norte
      Energia Ltda.
                Owner
                99.9996Agua del
      Cajon (Cayman) Company
                Cayman
      Islands
                EPED B
      Company
                Owner
      of  Preferred Stock
                50.0000El Paso
      Neuquen Holding Company
                Owner of
      Ordinary Stock
                50.0000Alpheus
      Communications, L.P.
                Delaware
                Zipline,
      L.L.C.
                General
      Partner
                1.0000Genesis Park
      Telecom Partners, L.P.
                Unaffiliated
      Parties - LP Owner
                28.0000El Paso
      Telecom, L.L.C.
                Limited
      Partner
                71.0000Amethyst
      Power Holdings, L.L.C.
                Delaware
                Garnet Power
      Holdings, L.L.C.
                Member
                100.0000ANR Advance
      Holdings, Inc.
                Delaware
                El Paso
      Midwest Company
                Stockholder
                50.0000Unaffiliated
      Parties
                Unaffiliated
      Parties
                50.0000ANR Capital
      Company, L.L.C.
                Delaware
                El Paso CNG
      Company, L.L.C.
                Member
                100.0000ANR
      Development Company, L.L.C.
                Delaware
                El Paso CGP
      Company, L.L.C.
                Member
                100.0000ANR Real
      Estate Corporation
                Delaware
                Southern
      Natural Gas Company
                Stockholder
                100.0000ANR Venture
      Eagle Point Company
                Delaware
                El Paso CNG
      Company, L.L.C.
                Stockholder
                100.0000ANR Western
      Coal Development Company
                Delaware
                El Paso CNG
      Company, L.L.C.
                Stockholder
                100.0000Aquamarine
      Power Holdings, L.L.C.
                Delaware
                Diamond Power
      Holdings, L.L.C.
                Member
                100.0000BBPP Holdings
      Ltda.
                Brazil
                EPIC Gas
      International Servicos do Brasil Ltda.
                Owner
                33.3333British Gas
      International Holdings B.V.
                Unaffiliated
      Parties
                33.3333TotalFinaElf
      Gas and Power Brazil
                Unaffiliated
      Parties
                33.3334Bear Creek
      Storage Company
                Louisiana
                Tennessee
      Storage Company
                Partner
                50.0000Southern Gas
      Storage Company
                Partner
                50.0000Berkshire
      Feedline Acquisition Limited Partnership
                Massachusetts
                Berkshire
      Pittsfield, Inc.
                Unaffiliated
      Parties - GP Owner
                1.0000General
      Electric Capital Corporation
                Unaffiliated
      Parties - GP Owner
                49.0000El Paso
      Energy Pittsfield Corporation
                Limited
      Partner
                50.0000Black Warrior
      Methane Corp.
                Alabama
                El Paso
      E&P Company, L.P.
                Stockholder
                50.0000
  Schedule 4.16 —
Page 2
 Third Amended and
Restated Credit Agreement
 Jim Walter
      Resources, Inc.
                Unaffiliated
      Parties
                50.0000Black Warrior
      Transmission Corp.
                Alabama
                El Paso
      E&P Company, L.P.
                Stockholder
                50.0000Jim Walter
      Resources, Inc.
                Unaffiliated
      Parties
                50.0000Bonneville
      McKenzie Energy Corporation
                Canada
                El Paso
      Merchant Energy North America Company
                Owner
                100.0000Canyon Creek
      Compression Company
                Illinois
                CIG-Canyon
      Compression Company
                Partner
                15.0000URC-Canyon
      Creek Compression Company
                Unaffiliated
      Parties
                15.0000NGPL-Canyon
      Compression Co.
                Unaffiliated
      Parties
                70.0000CEG Finance
      Company Ltd.
                Cayman
      Islands
                Coastal Power
      Nicaragua Holding Company Ltd.
                Owner
                100.0000Chaparral
      Investors, L.L.C.
                Delaware
                El Paso
      Merchant Energy North America Company
                Member
                100.0000Cheyenne
      Plains Gas Pipeline Company, L.L.C.
                Delaware
                Cheyenne
      Plains Investment Company, L.L.C.
                Member
                100.0000Cheyenne
      Plains Investment Company, L.L.C.
                Delaware
                El Paso CNG
      Company, L.L.C.
                Member
                100.0000CIG Finance
      Company, L.L.C.
                Delaware
                Colorado
      Interstate Gas Company
                Member
                100.0000CIG Funding
      Company, L.L.C.
                Delaware
                CIG Finance
      Company, L.L.C.
                Member
                100.0000CIG Gas
      Storage Company
                Delaware
                El Paso CNG
      Company, L.L.C.
                Stockholder
                100.0000CIG Merchant
      Company
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000CIG Pipeline
      Services Company, L.L.C.
                Delaware
                El Paso Noric
      Investments III, L.L.C.
                Member
                100.0000CIG-Canyon
      Compression Company
                Delaware
                El Paso CNG
      Company, L.L.C.
                Stockholder
                100.0000CIGE
      Company
                Delaware
                CIGE Holdco,
      Inc.
                Stockholder
                100.0000CIGE Holdco,
      Inc.
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000Citrine FC
      Company
                Cayman
      Islands
                Emerald
      Finance, L.L.C.
                Owner
                100.0000Citrus
      Corp.
                Delaware
                El Paso
      Citrus Holdings, Inc.
                Stockholder
                50.0000CrossCountry
      Citrus, LLC
                Unaffiliated
      Parties
                50.0000Citrus Energy
      Services, Inc.
                Delaware
                Citrus
      Corp.
                Stockholder
                100.0000Citrus
      Trading Corp.
                Delaware
                Citrus
      Corp.
                Stockholder
                100.0000Cliffside
      Helium, LLC
                Delaware
                Colorado
      Interstate Gas Company
                Member
                4.0000The BOC
      Group, Inc.
                Unaffiliated
      Parties
                26.0000Praxair,
      Inc.
                Unaffiliated
      Parties
                34.0000Air Products
      Manufacturing Corp.
                Unaffiliated
      Parties
                36.0000Cliffside
      Refiners, L.P.
                Delaware
                Cliffside
      Helium, LLC
                General
      Partner
                1.0000Colorado
      Water Supply Company
                Limited
      Partner
                3.9600
   Schedule 4.16 —
Page 3
 Third Amended and
Restated Credit Agreement
 The BOC
      Group, Inc.
                Unaffiliated
      Parties - LP Owner
                25.7400Wall
      Chemical, Inc.
                Unaffiliated
      Parties - LP Owner
                33.6600Air Products
      Helium, Inc.
                Unaffiliated
      Parties - LP Owner
                35.6400CNG Cayman
      Two Ltd.
                Cayman
      Islands
                CNG
      International Corporation
                Unaffiliated
      Parties
                23.0800DBNGP Finance
      Company L.L.C.
                Owner
                76.9200CNG Labuan
      One Limited
                Malaysia
                CNG Cayman
      Two Ltd.
                Owner
                100.0000Coastal
      (Bermuda) Petroleum Limited
                Bermuda
                Coastal
      Securities Company Limited
                Owner
                100.0000Coastal
      (Rotterdam) B.V.
                Netherlands
                El Paso
      Merchant Energy-Petroleum Company
                Owner
                100.0000Coastal
      Austral Ltd.
                Cayman
      Islands
                Coastal Cape
      Horn Ltd.
                Owner
                100.0000Coastal
      Australia AC 96-3 Ltd.
                Cayman
      Islands
                El Paso
      E&P International Corporation
                Owner
                100.0000Coastal
      Belcher Petroleum Pte Ltd.
                Singapore
                Coastal
      Securities Company Limited
                Owner
                0.2797Coastal
      Cayman Finance Ltd.
                Owner
                99.7203Coastal
      Bridger Lake Pipeline Corporation
                Delaware
                El Paso
      Merchant Energy-Petroleum Company
                Stockholder
                100.0000Coastal
      Canada Gas Services, Inc.
                New
      Brunswick
                El Paso CGP
      Company, L.L.C.
                Owner
                100.0000Coastal
      Canada Petroleum, Inc.
                New
      Brunswick
                Cosbel
      Petroleum Corporation
                Owner
                100.0000Coastal Cape
      Horn Ltd.
                Cayman
      Islands
                El Paso CGP
      Company, L.L.C.
                Owner
                100.0000Coastal
      Cayman Finance Ltd.
                Cayman
      Islands
                Coastal
      (Bermuda) Petroleum Limited
                Owner
                100.0000Coastal Chem,
      Inc.
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000Coastal Coal,
      Inc.
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000Coastal Eagle
      Point Oil Company
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000Coastal
      Energy of Panama, Inc.
                Panama
                Coastal Stock
      Company Limited
                Owner
                100.0000Coastal
      Energy Resources Ltd.
                Mauritius
                Coastal India
      Petroleum Ltd.
                Owner
                100.0000Coastal
      Europe Limited
                United
      Kingdom
                Coastal Stock
      Company Limited
                Owner
                100.0000Coastal Fuels
      of Puerto Rico, Inc.
                Delaware
                Cosbel
      Petroleum Corporation
                Stockholder
                100.0000Coastal Fuji
      Oil Ltd.
                Cayman
      Islands
                Coastal
      Petroleum N.V.
                Owner
                50.0000Fuji Power
      & Petroleum Ltd.
                Unaffiliated
      Parties
                50.0000Coastal Gas
      de Mexico S de R.L. de C.V.
                Mexico
                Coastal
      Halcon Pipeline I Ltd.
                Owner
                50.0000Coastal
      Halcon Pipeline II Ltd.
                Owner
                50.0000Coastal Gas
      India Holdings Ltd.
                Cayman
      Islands
                El Paso CGP
      Company, L.L.C.
                Owner
                100.0000
   Schedule 4.16 —
Page 4
 Third Amended and
Restated Credit Agreement
  Coastal
      Halcon Pipeline I Ltd.
                Cayman
      Islands
                El Paso CGP
      Company, L.L.C.
                Owner
                100.0000Coastal
      Halcon Pipeline II Ltd.
                Cayman
      Islands
                El Paso CGP
      Company, L.L.C.
                Owner
                100.0000Coastal India
      Petroleum Ltd.
                Cayman
      Islands
                Coscol
      Petroleum Corporation
                Owner
                100.0000Coastal
      International Finance Ltd.
                Cayman
      Islands
                El Paso CNG
      Company, L.L.C.
                Owner
                100.0000Coastal
      Liquids Partners, L.P.
                Delaware
                El Paso
      Exploration & Production Management, Inc.
                Limited
      Partner
                2.1940El Paso
      Merchant Energy-Petroleum Company
                General and
      Limited Partner
                97.8060Coastal
      Management Services (Singapore) Pte Ltd.
                Singapore
                Coastal
      Securities Company Limited
                Owner
                100.0000Coastal Mart,
      Inc.
                Delaware
                El Paso
      Remediation Company
                Stockholder
                100.0000Coastal
      Mobile Refining Company
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000Coastal
      Offshore Finance Ltd.
                Cayman
      Islands
                Coastal
      International Finance Ltd.
                Owner
                100.0000Coastal
      Offshore Fuels, Inc.
                Liberia
                Cosbel
      Petroleum Corporation
                Owner
                100.0000Coastal
      Offshore Insurance Ltd.
                Bermuda
                Coastal
      Offshore Finance Ltd.
                Owner
                100.0000Coastal Oil
      & Gas Australia 20 Pty Ltd.
                Australia
                Coastal
      Australia AC 96-3 Ltd.
                Owner
                100.0000Coastal Oil
      New England, Inc.
                Massachusetts
                Cosbel
      Petroleum Corporation
                Stockholder
                100.0000Coastal Oil
      New York, Inc.
                Delaware
                Cosbel
      Petroleum Corporation
                Stockholder
                100.0000Coastal
      Palembang Power (Singapore) Pte Ltd.
                Singapore
                Coastal
      Palembang Power Ltd.
                Owner
                100.0000Coastal
      Palembang Power Ltd.
                Cayman
      Islands
                El Paso CGP
      Company, L.L.C.
                Owner
                100.0000Coastal
      Petrochemical International (L) Limited
                Labuan
                Coastal
      Petrochemical International A.V.V.
                Owner
                100.0000Coastal
      Petrochemical International A.V.V.
                Aruba
                Coscol
      Petroleum Corporation
                Owner
                100.0000Coastal
      Petroleum (Far East) Pte Ltd.
                Singapore
                Coastal
      Securities Company Limited
                Owner
                100.0000Coastal
      Petroleum Argentina, S.A.
                Argentina
                Triunion
      Energy Company
                Owner
                5.0001Coastal
      Petroleum N.V.
                Owner
                94.9999Coastal
      Petroleum N.V.
                Aruba
                Coastal Stock
      Company Limited
                Owner
                100.0000Coastal
      Petroleum N.V. Chile Limitada
                Chile
                El Paso Latin
      America Inc.
                Owner
                0.0030Coastal
      Petroleum N.V.
                Owner
                99.9970Coastal
      Pipeline Company
                Delaware
                El Paso
      Merchant Energy-Petroleum Company
                Stockholder
                100.0000Coastal Power
      International II Ltd.
                Cayman
      Islands
                El Paso CGP
      Company, L.L.C.
                Owner
                100.0000Coastal Power
      Nicaragua Holding Company Ltd.
                Cayman
      Islands
                Coastal Power
      Nicaragua Ltd.
                Owner
                100.0000Coastal Power
      Nicaragua Ltd.
                Cayman
      Islands
                El Paso CGP
      Company, L.L.C.
                Owner
                100.0000Coastal
      Romanian Petroleum International A.V.V.
                Aruba
                Delve
      Overseas S.A.
                Unaffiliated
      Parties
                1.0000
  Schedule 4.16 —
Page 5
 Third Amended and
Restated Credit Agreement
 Coastal
      Petroleum N.V.
                Owner
                49.5000Arpechim
      S.A
                Unaffiliated
      Parties
                49.5000Coastal
      Romanian Petroleum SRL
                Romania
                Delve
      Overseas S.A.
                Unaffiliated
      Parties
                1.0000Coscol
      Petroleum Corporation
                Owner
                49.5000Arpechim
      S.A
                Unaffiliated
      Parties
                49.5000Coastal Saba
      Investor II Ltd.
                Cayman
      Islands
                Coastal Saba
      Manager Ltd.
                Owner
                1.0000Coastal Saba
      Investor Ltd.
                Owner
                99.0000Coastal Saba
      Investor Ltd.
                Cayman
      Islands
                El Paso CGP
      Company, L.L.C.
                Owner
                100.0000Coastal Saba
      Manager II Ltd.
                Cayman
      Islands
                Coastal Saba
      Manager Ltd.
                Owner
                1.0000Coastal Saba
      Investor Ltd.
                Owner
                99.0000Coastal Saba
      Manager Ltd.
                Cayman
      Islands
                El Paso CGP
      Company, L.L.C.
                Owner
                100.0000Coastal Saba
      Power Ltd.
                Mauritius
                Coastal Saba
      Manager II Ltd.
                Owner
                1.0000Coastal Saba
      Investor II Ltd.
                Owner
                99.0000Coastal
      Securities Company Limited
                Bermuda
                Coastal Stock
      Company Limited
                Owner
                100.0000Coastal
      States Energy Company
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000Coastal
      States Management Corporation
                Colorado
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000Coastal Stock
      Company Limited
                Bermuda
                El Paso
      Merchant Energy-Petroleum Company
                Owner of
      Common Stock
                0.2800Coastal
      Austral Ltd.
                Owner of
      Common Stock
                0.8100EnCap
      Holdings (Cayman) Company
                Owner of
      Class A Stock
                5.9820EPED B
      Company
                Owner of
      Class A Stock
                16.3420Coastal
      Petrochemical International (L) Limited
                Owner of
      Common Stock
                19.2230Coscol
      Petroleum Corporation
                Owner of
      Common Stock
                57.3630Coastal Subic
      Bay Terminal, Inc.
                Philippines
                Coscol
      Petroleum Corporation
                Owner
                100.0000Coastal
      Technology Nicaragua S.A.
                Nicaragua
                Directors/Officers/Other
      Individuals
                Individual
      Owner(s)
                2.0000El Paso
      Technology, Inc.
                Owner
                98.0000Coastal
      Technology Palembang (Cayman) Ltd.
                Cayman
      Islands
                El Paso
      Technology, Inc.
                Owner
                100.0000Coastal
      Unilube, Inc.
                Tennessee
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000Coastal
      Wartsila Petroleum Private Limited
                India
                Coastal
      Energy Resources Ltd.
                Owner
                50.0000Unaffiliated
      Party/Parties unknown
                Unaffiliated
      Parties
                50.0000Coastal West
      Ventures, Inc.
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000
   Schedule 4.16 —
Page 6
 Third Amended and
Restated Credit Agreement
 Colbourne
      Insurance Company Limited
                United
      Kingdom
                Directors/Officers/Other
      Individuals
                Individual
      Owner(s)
                0.0002El Paso
      Energy Capital Company
                Owner
                22.9998Coastal
      Europe Limited
                Owner
                77.0000Colorado
      Interstate Gas Company
                Delaware
                El Paso Noric
      Investments III, L.L.C.
                Stockholder
                100.0000Colorado
      Water Supply Company
                Delaware
                Colorado
      Interstate Gas Company
                Stockholder
                100.0000Continental
      Connector Pipeline Company
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000Copper Eagle
      Gas Storage, LLC
                Delaware
                El Paso
      Natural Gas Company
                Member
                100.0000Coronado
      Energy E&P Company, L.L.C.
                Delaware
                Coronado
      Energy Production Operating, L.L.C.
                Member
                1.0000Coronado
      Energy Production Partners, L.L.C.
                Member
                99.0000Coronado
      Energy Production Operating, L.L.C.
                Delaware
                Coronado
      Energy Production, L.L.C.
                Member
                100.0000Coronado
      Energy Production Partners, L.L.C.
                Delaware
                Coronado
      Energy Production Operating, L.L.C.
                Member
                1.0000Coronado
      Energy Production, L.L.C.
                Member
                99.0000Coronado
      Energy Production, L.L.C.
                Delaware
                EPC Holdings
      756 LLC
                Unaffiliated
      Party - Like Kind Exchange
                100.0000Cosbel
      Petroleum Corporation
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000Coscol
      Holding Company Ltd.
                Cayman
      Islands
                Coscol
      Petroleum Corporation
                Owner
                100.0000Coscol
      Petroleum Corporation
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000Cross Country
      Development L.L.C.
                Delaware
                Collins &
      Aikman Products Co.
                Unaffiliated
      Parties
                9.0000Wilson
      Sporting Goods Co.
                Unaffiliated
      Parties
                40.6700El Paso
      Natural Gas Company
                Member
                50.3300Crystal
      Exploration and Production, L.L.C.
                Delaware
                Crystal Gas
      Storage, Inc.
                Member
                100.0000Crystal Gas
      Storage, Inc.
                Delaware
                El Paso
      Remediation Company
                Stockholder
                100.0000DBNGP Finance
      Company L.L.C.
                Delaware
                EPED Holding
      Company
                Member
                50.0000CNG
      International Corporation
                Unaffiliated
      Parties
                50.0000DeepTech
      International Inc.
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000Diamond Power
      Holdings, L.L.C.
                Delaware
                Diamond Power
      Ventures, L.L.C.
                Member
                100.0000Diamond Power
      Ventures, L.L.C.
                Delaware
                Garnet Power
      Holdings, L.L.C.
                Member
                49.0000Gemstone
      Investor Limited
                Member
                51.0000Dutonorte
      Investimentos Ltda
                Brazil
                Termogas
      International Inc.
                Unaffiliated
      Parties
                46.7158El Paso
      Cayman TNG Company
                Owner
                53.2842Dynaf Bolivia
      S.A.
                Bolivia
                Directors/Officers/Other
      Individuals
                Individual
      Owner(s)
                0.2000
  Schedule 4.16 —
Page 7
 Third Amended and
Restated Credit Agreement
 EPED Holding
      Company
                Owner
                99.8000Eastern Gulf
      Pipeline Company
                Delaware
                Southern
      Natural Gas Company
                Stockholder
                100.0000Eastern
      Insurance Company Limited
                Bermuda
                El Paso
      Corporation
                Stockholder
                100.0000El Paso
      Amazonas Energia Ltda.
                Brazil
                El Paso
      Energy Rio Negro Company
                Owner
                0.0100EPIC Energy
      Amazon Company
                Owner
                99.9900El Paso Asia
      (Labuan) Limited
                Labuan
                EPED B
      Company
                Owner
                100.0000El Paso
      Bahamas Holding B.V.
                Netherlands
                El Paso
      Pipeline Holding B.V.
                Owner
                100.0000El Paso
      Brazil Holdings Company
                Cayman
      Islands
                El Paso
      Brazil, L.L.C.
                Owner
                100.0000El Paso
      Brazil, L.L.C.
                Delaware
                El Paso
      Cayman Brazil Ventures Company
                Member
                7.6923El Paso
      Cayman BM-CAL-4 Company
                Member
                7.6923El Paso
      Cayman BAS-97 Company
                Member
                7.6923El Paso
      Cayman BCAM-2 Company
                Member
                7.6923El Paso
      Cayman BS-1 Company
                Member
                7.6923El Paso
      Cayman BM-POT-11 Company
                Member
                7.6923El Paso
      Cayman BM-POT-13 Company
                Member
                7.6923El Paso
      Cayman BM-S-13 Company
                Member
                7.6923El Paso
      Cayman BM-CAL-6 Company
                Member
                7.6923El Paso
      Cayman BM-ES-5 Company
                Member
                7.6923El Paso
      Cayman BM-CAL-5 Company
                Member
                7.6923El Paso
      Cayman CAL-M-312 Company
                Member
                7.6923El Paso
      Cayman CAL-M-372 Company
                Member
                7.6923El Paso
      Canada Pipeline B.V.
                Netherlands
                El Paso
      Pipeline Holding B.V.
                Owner
                100.0000El Paso
      Canada Pipeline Company
                Nova
      Scotia
                El Paso
      Canada Pipeline B.V.
                Owner
                100.0000El Paso
      Capital Trust II
                Delaware
                El Paso
      Corporation
                Sponsor
                100.0000El Paso
      Capital Trust III
                Delaware
                El Paso
      Corporation
                Sponsor
                100.0000El Paso
      Cayman BAS-97 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BCAM-2 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BM-CAL-4 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000
    Schedule 4.16 —
Page 8
 Third Amended and
Restated Credit Agreement
 El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BM-CAL-5 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BM-CAL-6 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BM-ES-5 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BM-ES-6 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BM-PAMA-1 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BM-POT-11 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BM-POT-13 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BM-S-13 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BPAR-10 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman Brazil Ventures Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BS-1 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman BT-PR-4 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman CAL-M-312 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman CAL-M-372 Company
                Cayman
      Islands
                El Paso
      Preferred Holdings Company
                Owner
                5.0000El Paso
      E&P International Holding Company
                Owner
                95.0000El Paso
      Cayman DBNGP, Ltd.
                Cayman
      Islands
                DBNGP Finance
      Company L.L.C.
                Owner
                100.0000
   Schedule 4.16 —
Page 9
 Third Amended and
Restated Credit Agreement
   El Paso
      Cayman TNG Company
                Cayman
      Islands
                EPED B
      Company
                Owner
                100.0000El Paso CGP
      Company, L.L.C.
                Delaware
                El Paso
      Corporation
                Member
                100.0000El Paso CGP
      Gas Transmission Company
                Delaware
                El Paso Field
      Operations Company
                Stockholder
                100.0000El Paso
      Citrus Holdings, Inc.
                Delaware
                Southern
      Natural Gas Company
                Stockholder
                100.0000El Paso CNG
      Company, L.L.C.
                Delaware
                El Paso
      Corporation
                Member
                100.0000El Paso Coal
      Holding, L.L.C.
                Delaware
                El Paso CNG
      Company, L.L.C.
                Member
                100.0000El Paso
      Compression Services de Mexico, S. de R.L. de C.V.
                Mexico
                El Paso El
      Sauz B.V.
                Owner
                0.0134El Paso
      Nederland Energie B.V.
                Owner
                99.9866El Paso
      Corporate Foundation
                Texas
                El Paso
      Corporation
                Member
                100.0000El Paso
      Corporation
                Delaware
                Unaffiliated
      Parties
                Stockholder
                100.0000El Paso DBNGP
      Limited
                Labuan
                El Paso
      Cayman DBNGP, Ltd.
                Owner
                100.0000El Paso
      E&P Cayman Finance Ltd.
                Cayman
      Islands
                El Paso
      E&P International Holding Company
                Owner
                100.0000El Paso
      E&P Company, L.P.
                Delaware
                El Paso
      Exploration & Production Management, Inc.
                General
      Partner
                1.0000El Paso
      E&P Holdings, Inc.
                Limited
      Partner
                99.0000El Paso
      E&P Finance Company, L.L.C.
                Delaware
                El Paso
      E&P Cayman Finance Ltd.
                Member
                100.0000El Paso
      E&P Holdings, Inc.
                Delaware
                El Paso
      Exploration & Production Management, Inc.
                Stockholder
                100.0000El Paso
      E&P International Corporation
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000El Paso
      E&P International Holding Company
                Delaware
                El Paso
      Exploration & Production Company
                Stockholder
                100.0000El Paso
      E&P Zapata, L.P.
                Texas
                El Paso South
      Texas E&P Company, L.L.C.
                General
      Partner
                1.0000El Paso
      E&P Company, L.P.
                Limited
      Partner
                99.0000El Paso Egypt
      Production Company
                Cayman
      Islands
                El Paso
      E&P International Holding Company
                Owner
                100.0000El Paso El
      Sauz B.V.
                Netherlands
                EPED Holding
      Company
                Owner
                100.0000El Paso
      Energia Cayman I Limited
                Cayman
      Islands
                EPED Holding
      Company
                Owner
                100.0000El Paso
      Energia do Brasil Ltda.
                Brazil
                El Paso Oleo
      e Gas do Brasil Ltda.
                Owner
                0.0001El Paso
      Merchant Energy Americas do Sul (Cayman) Company
                Owner
                0.0313El Paso
      Energy Brazil Corporation
                Owner
                99.9686El Paso
      Energia Mexico, SA de CV
                Mexico
                El Paso
      Energy International Company
                Owner
                49.7500El Paso Latin
      America Inc.
                Owner
                50.2500
    Schedule 4.16 —
Page 10
 Third Amended and
Restated Credit Agreement
   El Paso
      Energy Amazon Company
                Cayman
      Islands
                Amethyst
      Power Holdings, L.L.C.
                Owner
                100.0000El Paso
      Energy Argentina Limitada S.A.
                Argentina
                Triunion
      Energy Inversiones Company
                Owner
                5.0000Triunion
      Energy Company
                Owner
                95.0000El Paso
      Energy Argentina Service Company
                Delaware
                EPED Holding
      Company
                Stockholder
                100.0000El Paso
      Energy Brazil Corporation
                Cayman
      Islands
                EPED B
      Company
                Owner
                100.0000El Paso
      Energy Capital Company
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000El Paso
      Energy Capital Trust I
                Delaware
                El Paso
      Corporation
                Sponsor
                100.0000El Paso
      Energy Cayger II Company
                Cayman
      Islands
                Aquamarine
      Power Holdings, L.L.C.
                Owner
                100.0000El Paso
      Energy Corporation Environmental Settlement Irrevocable Trust
      I
                
                El Paso
      Energy E.S.T. Company
                Trustee
                100.0000El Paso
      Energy E.S.T. Company
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000El Paso
      Energy Engineering Company
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000El Paso
      Energy Europe Limited
                Scotland
                El Paso
      Energy Operating Services Company
                Owner
                100.0000El Paso
      Energy Global Holdings Company
                Cayman
      Islands
                EPED Holding
      Company
                Owner
                100.0000El Paso
      Energy Hydro Holding B.V.
                Netherlands
                El Paso El
      Sauz B.V.
                Owner
                100.0000El Paso
      Energy India (Private) Ltd.
                India
                El Paso
      Energy Global Holdings Company
                Owner
                0.0022El Paso
      International Power Operations Company
                Owner
                99.9978El Paso
      Energy International Company
                Delaware
                El Paso
      Tennessee Pipeline Co.
                Stockholder
                100.0000El Paso
      Energy Marketing de Mexico, S de RL de CV
                Mexico
                El Paso
      Merchant Energy Company
                Owner
                0.1100El Paso
      Nederland Energie B.V.
                Owner
                99.8900El Paso
      Energy Oil Transmission, L.L.C.
                Delaware
                El Paso
      Exploration & Production Management, Inc.
                Member
                100.0000El Paso
      Energy Operating Services Company
                Cayman
      Islands
                EPED B
      Company
                Owner
                100.0000El Paso
      Energy Pittsfield Corporation
                Delaware
                El Paso
      Energy International Company
                Stockholder
                100.0000El Paso
      Energy Portland Corporation
                Delaware
                Tennessee Gas
      Pipeline Company
                Stockholder
                100.0000El Paso
      Energy Rio Negro Company
                Cayman
      Islands
                El Paso
      Energy Amazon Company
                Owner
                100.0000El Paso
      Energy Service Company
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000El Paso
      Energy Servicios S. de R.L. de C.V.
                Mexico
                El Paso
      Energy International Company
                Owner
                1.0000EPED Holding
      Company
                Owner
                99.0000El Paso EPNG
      Investments, L.L.C.
                Delaware
                El Paso
      Corporation
                Member
                100.0000
   Schedule 4.16 —
Page 11
 Third Amended and
Restated Credit Agreement
    El Paso
      Europe Limited
                Scotland
                El Paso
      Merchant Energy International Company
                Owner
                100.0000El Paso
      European Energie B.V.
                Netherlands
                El Paso El
      Sauz B.V.
                Owner
                100.0000El Paso
      Exploration & Production Company
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000El Paso
      Exploration & Production Management, Inc.
                Delaware
                El Paso
      Exploration & Production Company
                Stockholder
                100.0000El Paso Field
      Operations Company
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000El Paso Field
      Services International Company
                Cayman
      Islands
                El Paso
      Tennessee Pipeline Co.
                Owner
                100.0000El Paso Field
      Services Management, Inc.
                Delaware
                El Paso
      Transmission Company
                Stockholder
                100.0000El Paso Field
      Services, L.L.C.
                Delaware
                El Paso Field
      Services Management, Inc.
                Member
                1.0000El Paso
      Transmission Company
                Member
                99.0000El Paso Fife
      I Company
                Cayman
      Islands
                EPED B
      Company
                Owner
                100.0000El Paso Gas
      Marketing Company
                Delaware
                El Paso
      Merchant Energy-Gas Company
                Stockholder
                100.0000El Paso Gas
      Services Company
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000El Paso Gas
      Transmission de Mexico, S. de R.L. de C.V.
                Mexico
                El Paso El
      Sauz B.V.
                Owner
                0.0001El Paso
      Nederland Energie B.V.
                Owner
                99.9999El Paso
      Global Networks Company
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000El Paso Great
      Lakes Company, L.L.C.
                Delaware
                Seafarer US
      Pipeline System, Inc.
                Member
                100.0000El Paso Guna
      Power (Mauritius) Limited
                Mauritius
                KLT Power
      Asia
                Owner
                100.0000El Paso
      Indonesia B.V.
                Netherlands
                El Paso El
      Sauz B.V.
                Owner
                100.0000El Paso
      Industrial Energy, L.P.
                Delaware
                El Paso
      Merchant Energy Company
                General
      Partner
                1.0000El Paso
      Marketing, L.P.
                Limited
      Partner
                99.0000El Paso
      International Power Operations Company
                Cayman
      Islands
                El Paso
      Energy Global Holdings Company
                Owner
                100.0000El Paso Japan
      Holding B.V.
                Netherlands
                El Paso
      Nederland Energie B.V.
                Owner
                100.0000El Paso
      Khulna Power ApS
                Denmark
                El Paso Power
      Khulna Holding Ltd.
                Owner
                100.0000El Paso Latin
      America Inc.
                Delaware
                El Paso
      Energy International Company
                Stockholder
                100.0000El Paso
      Maritime B.V.
                Netherlands
                El Paso Oleo
      e Gas do Brasil Ltda.
                Owner
                100.0000El Paso
      Marketing, L.P.
                Delaware
                El Paso
      Merchant Energy Company
                General
      Partner
                1.0000El Paso SPM
      Company
                Limited
      Partner
                23.0000El Paso
      Merchant Energy-Gas Company
                Limited
      Partner
                76.0000El Paso
      Mauritius Holding Limited
                Mauritius
                EPED B
      Company
                Owner
                100.0000El Paso
      Merchant Energy Americas do Sul (Cayman) Company
                Cayman
      Islands
                El Paso
      Merchant Energy International Company
                Owner
                100.0000
    Schedule 4.16 —
Page 12
 Third Amended and
Restated Credit Agreement
    El Paso
      Merchant Energy Brazil, Ltd.
                Cayman
      Islands
                El Paso
      Merchant Energy International Company
                Owner
                100.0000El Paso
      Merchant Energy Company
                Delaware
                El Paso
      Merchant Energy North America Company
                Stockholder
                100.0000El Paso
      Merchant Energy do Brasil Ltda.
                Brazil
                El Paso
      Energia do Brasil Ltda.
                Owner
                0.0001El Paso
      Merchant Energy Brazil, Ltd.
                Owner
                99.9999El Paso
      Merchant Energy Europe Holdings I Company
                Cayman
      Islands
                El Paso
      Merchant Energy International Company
                Owner
                100.0000El Paso
      Merchant Energy Europe Holdings II Company
                Cayman
      Islands
                El Paso
      Merchant Energy International Company
                Owner
                100.0000El Paso
      Merchant Energy Europe Holdings III Company
                Cayman
      Islands
                El Paso
      Merchant Energy International Company
                
                100.0000El Paso
      Merchant Energy Europe Limited
                Scotland
                El Paso
      Merchant Energy Europe Holdings I Company
                Owner
                100.0000El Paso
      Merchant Energy International Company
                Cayman
      Islands
                El Paso
      Energy Global Holdings Company
                Owner
                100.0000El Paso
      Merchant Energy North America Company
                Delaware
                El Paso
      Tennessee Pipeline Co.
                Stockholder
                100.0000El Paso
      Merchant Energy-Gas Company
                Delaware
                EPEC
      Corporation
                Stockholder
                100.0000El Paso
      Merchant Energy-Petroleum Company
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000El Paso
      Mexico Gasoductos B.V.
                Netherlands
                El Paso El
      Sauz B.V.
                Owner
                100.0000El Paso
      Mexico Management B.V.
                Netherlands
                El Paso El
      Sauz B.V.
                Owner
                100.0000El Paso
      Mexico Management S. de R.L. de C.V.
                Mexico
                El Paso El
      Sauz B.V.
                Owner
                0.0300El Paso
      Mexico Management B.V.
                Owner
                99.9700El Paso
      Midwest Company
                Delaware
                El Paso
      Energy Capital Company
                Stockholder
                100.0000El Paso
      Mojave Pipeline Co.
                Delaware
                El Paso
      Natural Gas Company
                Stockholder
                100.0000El Paso
      Natural Gas Company
                Delaware
                El Paso EPNG
      Investments, L.L.C.
                Stockholder
                100.0000El Paso
      Nederland Energie B.V.
                Netherlands
                El Paso El
      Sauz B.V.
                Owner
                100.0000El Paso
      Neuquen Holding Company
                Cayman
      Islands
                El Paso
      Energy Argentina Service Company
                Owner
                100.0000El Paso Noric
      Investments III, L.L.C.
                Delaware
                El Paso CNG
      Company, L.L.C.
                Member
                100.0000El Paso
      O&M do Brasil Ltda.
                Brazil
                El Paso
      Energia do Brasil Ltda.
                Owner
                0.0001El Paso
      International Power Operations Company
                Owner
                99.9999El Paso Oleo
      e Gas do Brasil Ltda.
                Brazil
                El Paso
      Brazil Holdings Company
                Owner
                0.1998El Paso
      Brazil, L.L.C.
                Owner
                99.8002
    Schedule 4.16 —
Page 13
 Third Amended and
Restated Credit Agreement
    El Paso
      Pacific Company
                Delaware
                El Paso
      Energy International Company
                Stockholder
                100.0000El Paso
      Pakistan Power (Private) Limited
                Pakistan
                Directors/Officers/Other
      Individuals
                Individual
      Owner(s)
                0.2000El Paso
      Energy International Company
                Owner
                99.8000El Paso
      Petroleum Overseas N.V.
                Aruba
                Coastal Stock
      Company Limited
                Owner
                100.0000El Paso
      Pipeline GP Company, L.L.C.
                Delaware
                El Paso
      Corporation
                Member
                100.0000El Paso
      Pipeline Holding B.V.
                Netherlands
                El Paso
      Corporation
                Owner
                100.0000El Paso
      Pipeline LP Holdings, L.L.C.
                Delaware
                El Paso
      Corporation
                Member
                100.0000El Paso
      Pipeline Partners Operating Company, L.L.C.
                Delaware
                El Paso
      Pipeline Partners, L.P.
                Member
                100.0000El Paso
      Pipeline Partners, L.P.
                Delaware
                El Paso
      Pipeline GP Company, L.L.C.
                General
      Partner
                2.0000El Paso
      Pipeline LP Holdings, L.L.C.
                Limited
      Partner
                98.0000El Paso
      Pipeline Services Company
                Delaware
                El Paso
      Natural Gas Company
                Stockholder
                100.0000El Paso Power
      Khulna Holding Ltd.
                Cayman
      Islands
                El Paso CGP
      Company, L.L.C.
                Owner
                100.0000El Paso PPC
      Holding B.V.
                Netherlands
                El Paso El
      Sauz B.V.
                Owner
                100.0000El Paso
      Preferred Holdings Company
                Delaware
                El Paso
      E&P International Holding Company
                Stockholder
                100.0000El Paso
      Production Company Turkey BV
                Netherlands
                El Paso
      Production Holdings B.V.
                Owner
                100.0000El Paso
      Production Holdings B.V.
                Netherlands
                El Paso
      Corporation
                Owner
                100.0000El Paso
      Production International Cayman Company
                Cayman
      Islands
                El Paso
      E&P International Holding Company
                Owner
                100.0000El Paso
      Production Oil & Gas Gathering, L.P.
                Delaware
                El Paso
      Exploration & Production Management, Inc.
                General
      Partner
                1.0000El Paso
      E&P Holdings, Inc.
                Limited
      Partner
                99.0000El Paso
      Production Resale Company
                Delaware
                El Paso
      Exploration & Production Management, Inc.
                Stockholder
                100.0000El Paso Reata
      Energy, L.P.
                Delaware
                El Paso
      Merchant Energy Company
                General
      Partner
                1.0000El Paso
      Marketing, L.P.
                Limited
      Partner
                99.0000El Paso
      Remediation Company
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000El Paso Rio
      Bravo B.V.
                Netherlands
                El Paso El
      Sauz B.V.
                Owner
                100.0000El Paso Rio
      Negro Energia Ltda.
                Brazil
                EPIC Energy
      Amazon Company
                Owner
                0.0100El Paso
      Energy Rio Negro Company
                Owner
                99.9900El Paso
      Rondonia Power Company
                Cayman
      Islands
                Aquamarine
      Power Holdings, L.L.C.
                Owner
                100.0000El Paso
      Samalayuca Holding (Cayman) Company
                Cayman
      Islands
                EPED SAM
      Holdings Company
                Owner
                100.0000El Paso
      Services (D.C.) Inc.
                Delaware
                El Paso
      Energy Service Company
                Stockholder
                100.0000
    Schedule 4.16 —
Page 14
 Third Amended and
Restated Credit Agreement
   El Paso
      Services Holding Company
                Delaware
                El Paso
      Tennessee Pipeline Co.
                Stockholder
                100.0000El Paso SLOC
      Holding Company
                Cayman
      Islands
                Coscol
      Petroleum Corporation
                Owner
                100.0000El Paso SNG
      Holding Company, L.L.C.
                Delaware
                El Paso
      Corporation
                Member
                100.0000El Paso South
      Texas E&P Company, L.L.C.
                Delaware
                El Paso
      E&P Company, L.P.
                Member
                100.0000El Paso SPM
      Company
                Delaware
                El Paso
      Merchant Energy Company
                Stockholder
                100.0000El Paso
      Tankships Malta, Ltd.
                Malta
                Coscol
      Holding Company Ltd.
                Owner
                1.0000El Paso SLOC
      Holding Company
                Owner
                99.0000El Paso
      Tankships USA Company
                Delaware
                Coscol
      Petroleum Corporation
                Stockholder
                100.0000El Paso
      Technology Pakistan (Private) Limited
                Pakistan
                Directors/Officers/Other
      Individuals
                Individual
      Owner(s)
                0.0003El Paso
      Technology, Inc.
                Owner
                99.9997El Paso
      Technology, Inc.
                Delaware
                El Paso CGP
      Company, L.L.C.
                Stockholder
                100.0000El Paso
      Telecom, L.L.C.
                Delaware
                El Paso
      Global Networks Company
                Member
                100.0000El Paso
      Tennessee Pipeline Co.
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000El Paso TGPC
      Investments, L.L.C.
                Delaware
                El Paso
      Tennessee Pipeline Co.
                Member
                100.0000El Paso
      Transmission Company
                Delaware
                El Paso
      Tennessee Pipeline Co.
                Stockholder
                100.0000El Paso
      Wyoming Gas Supply Company
                Delaware
                Colorado
      Interstate Gas Company
                Stockholder
                100.0000Elba Express
      Company, L.L.C.
                Delaware
                Southern
      Natural Gas Company
                Member
                100.0000Emerald
      Finance, L.L.C.
                Delaware
                El Paso
      Energia Cayman I Limited
                Member
                100.0000Empresa
      Energetica Sierra Chaco S.A.
                Bolivia
                Directors/Officers/Other
      Individuals
                Individual
      Owner(s)
                0.3333EPED Holding
      Company
                Owner
                99.6667EnCap
      Holdings (Cayman) Company
                Cayman
      Islands
                El Paso
      Merchant Energy International Company
                Owner
                100.0000EnCap
      Investments L.L.C.
                Delaware
                David
      Miller
                Unaffiliated
      Parties
                8.3333Martin
      Phillips
                Unaffiliated
      Parties
                8.3333Gary
      Petersen
                Unaffiliated
      Parties
                8.3333Robert
      Zorich
                Unaffiliated
      Parties
                8.3333El Paso
      Merchant Energy North America Company
                Member
                33.3333EnCap
      Investments L.P.
                Unaffiliated
      Parties
                33.3333Energy
      Maritime Holdings LLC
                Delaware
                El Paso
      Tankships USA Company
                Member
                50.0000C-Shuttle,
      L.L.C.
                Unaffiliated
      Parties
                50.0000
    Schedule 4.16 —
Page 15
 Third Amended and
Restated Credit Agreement
   Energy
      Maritime LLC
                Delaware
                Energy
      Maritime Holdings LLC
                Member
                100.0000EnerVest
      Energy, L.P.
                Delaware
                Coronado
      Energy E&P Company, L.L.C.
                Partner
                23.0000Unaffiliated
      Party/Parties unknown
                Partner
                77.0000Enfield
      Holdings B.V.
                Netherlands
                EPIC Energy
      Hungary B.V.
                Owner
                50.0000NRGenerating
      International B.V.
                Unaffiliated
      Parties
                50.0000EP Connect,
      L.L.C.
                Delaware
                El Paso
      Corporation
                Member
                100.0000EP Power
      Finance, L.L.C.
                Delaware
                El Paso
      Merchant Energy North America Company
                Member
                100.0000EPEC
      Communications Corporation
                Delaware
                Tennessee Gas
      Pipeline Company
                Stockholder
                100.0000EPEC
      Corporation
                Delaware
                El Paso
      Services Holding Company
                Stockholder
                100.0000EPEC Gas
      Brazil Corporation
                Delaware
                El Paso
      Energy International Company
                Stockholder
                100.0000EPEC Gas
      Canada Ltd.
                Canada
                El Paso
      Energy International Company
                Owner
                100.0000EPEC Gas
      Chile Corporation
                Delaware
                El Paso
      Energy International Company
                Stockholder
                100.0000EPEC
      Nederland B.V.
                Netherlands
                El Paso
      Corporation
                Owner
                100.0000EPEC
      Polymers, Inc.
                Delaware
                El Paso
      Remediation Company
                Stockholder
                100.0000EPEC Realty,
      Inc.
                Delaware
                Tennessee Gas
      Pipeline Company
                Stockholder
                100.0000EPEC West,
      Inc.
                Delaware
                Tennessee Gas
      Pipeline Company
                Stockholder
                100.0000EPED B
      Company
                Cayman
      Islands
                EPED Holding
      Company
                Owner
                100.0000EPED Holding
      Company
                Delaware
                El Paso
      Energy International Company
                Stockholder
                100.0000EPED SAM
      Holdings Company
                Delaware
                EPED Holding
      Company
                Stockholder
                100.0000EPIC Energy
      (Australia) Nominees Pty. Ltd.
                Australia
                Directors/Officers/Other
      Individuals
                Individual
      Owner(s)
                0.2217El Paso DBNGP
      Limited
                Owner
                33.2594CNG Labuan
      One Limited
                Owner
                33.2594Isarose Pty
      Limited
                Unaffiliated
      Parties
                33.2594EPIC Energy
      Amazon Company
                Cayman
      Islands
                Amethyst
      Power Holdings, L.L.C.
                Owner
                100.0000EPIC Energy
      Australia Trust
                Australia
                El Paso DBNGP
      Limited
                Owner
                33.3000CNG Labuan
      One Limited
                Owner
                33.3000Unaffiliated
      Party/Parties unknown
                Unaffiliated
      Parties
                33.4000EPIC Energy
      Hungary B.V.
                Netherlands
                El Paso
      Energy International Company
                Owner
                100.0000EPIC Gas
      International Servicos do Brasil Ltda.
                Brazil
                El Paso
      Services Holding Company
                Owner
                0.0001El Paso
      Energy International Company
                Owner
                14.9736
   Schedule 4.16 —
Page 16
 Third Amended and
Restated Credit Agreement
   EPEC Gas
      Brazil Corporation
                Owner
                85.0263EPNG Finance
      Company, L.L.C.
                Delaware
                El Paso
      Natural Gas Company
                Member
                100.0000EPNG Funding
      Company, L.L.C.
                Delaware
                EPNG Finance
      Company, L.L.C.
                Member
                100.0000EPNG Mojave,
      Inc.
                Delaware
                El Paso
      Natural Gas Company
                Stockholder
                100.0000EPPP CIG GP
      Holdings, L.L.C.
                Delaware
                El Paso Noric
      Investments III, L.L.C.
                Member
                100.0000EPPP SNG GP
      Holdings, L.L.C.
                Delaware
                El Paso
      Corporation
                Member
                100.0000Fife
      Power
                Scotland
                El Paso Fife
      I Company
                Owner
                50.0000Fife
      Limited
                Unaffiliated
      Parties
                50.0000Florida Gas
      Transmission Company, LLC
                Delaware
                Citrus
      Corp.
                Member
                100.0000Four Star Oil
      & Gas Company
                Delaware
                Texaco
      Nederland BV
                Unaffiliated
      Party - Owner of Class A Stock
                0.2787Chevron
      Texaco Global Energy Inc.
                Unaffiliated
      Party - Owner of Class A and Class B Stock
                19.8439Chevron
      U.S.A. Inc.
                Unaffiliated
      Party - Owner of Class A and Class B Stock
                31.1037MBOW Four
      Star Corporation
                Stockholder
                48.7737Garnet Power
      Holdings, L.L.C.
                Delaware
                EPED B
      Company
                Member
                100.0000Gas de Chile
      S.A.
                Chile
                EPEC Gas
      Chile Corporation
                Owner
                50.0000Empresa
      Nacional del Petroleo S.A.
                Unaffiliated
      Parties
                50.0000Gas
      TransBoliviano S.A.
                Bolivia
                EPED B
      Company
                Owner
                2.0000BG Overseas
      Holdings Limited
                Unaffiliated
      Parties
                2.0000Petrobras Gas
      S.A.
                Unaffiliated
      Parties
                11.0000Shell Gas
      (Latin America) B.V.
                Unaffiliated
      Parties
                17.0000Enron
      (Bolivia) C.V.
                Unaffiliated
      Parties
                17.0000Transredes
      S.A.
                Unaffiliated
      Parties
                51.0000Gasoducto del
      Pacifico (Argentina) S.A.
                Argentina
                YEF Sociedad
      Argentina
                Unaffiliated
      Parties
                10.0000Empresa
      Nacional del Petroleo S.A.
                Unaffiliated
      Parties
                18.2000Compania de
      Consumidores de Gas de Santiago S.A.
                Unaffiliated
      Parties
                20.0000El Paso
      Energy Argentina Limitada S.A.
                Owner
      of  Preferred Stock
                21.8000Nova Gas Sur
      Gas Transmission (Argentina) Ltd.
                Unaffiliated
      Parties
                30.0000
    Schedule 4.16 —
Page 17
 Third Amended and
Restated Credit Agreement
   Gasoducto del
      Pacifico (Cayman) Ltd.
                Cayman
      Islands
                YPF Societe
      Anonima
                Unaffiliated
      Parties
                10.0000Nova Gas Sur
      Gas Transmission (Argentina) Ltd.
                Unaffiliated
      Parties
                15.0000Nova Gas Sur
      Gas Transmission (Chile) Ltd.
                Unaffiliated
      Parties
                15.0000Empresa
      Nacional del Petroleo S.A.
                Unaffiliated
      Parties
                18.2000Gasco
      S.A.
                Unaffiliated
      Parties
                20.0000Triunion
      Energy Pacifico Company
                Owner
                21.8000Gasoducto del
      Pacifico S.A.
                Chile
                Repsol YPF
      Chile Ltda.
                Unaffiliated
      Parties
                10.0000Empresa
      Nacional del Petroleo S.A.
                Unaffiliated
      Parties
                18.2000Gasco
      S.A.
                Unaffiliated
      Parties
                20.0000Triunion
      Energy Inversiones Pacifico (Chile) Limitada
                Owner
      of  Preferred Stock
                21.8000Nova Gas Sur
      Gas Transmission (Argentina) Ltd.
                Unaffiliated
      Parties
                30.0000Gasoductos de
      Chihuahua, S. de R.L. de C.V.
                Mexico
                Pemex - Gas Y
      Petroquimica Basica
                Unaffiliated
      Parties
                50.0000El Paso
      Energy International Company
                Owner
                50.0000Gasoductos de
      Tamaulipas, S. de R.L. de C.V.
                Mexico
                Gasoductos
      Servicios, S. de R.L. de C.V.
                Owner
                0.0100Gasoductos de
      Chihuahua, S. de R.L. de C.V.
                Owner
                99.9900Gasoductos
      Servicios, S. de R.L. de C.V.
                Mexico
                Gasoductos de
      Tamaulipas, S. de R.L. de C.V.
                Owner
                0.0100Gasoductos de
      Chihuahua, S. de R.L. de C.V.
                Owner
                99.9900GEBF,
      L.L.C.
                Louisiana
                ConocoPhillips
      Company
                Unaffiliated
      Parties
                33.3333Chevron
      U.S.A. Inc.
                Unaffiliated
      Parties
                33.3333Vermilion Bay
      Land, L.L.C.
                Member
                33.3334Gemstone
      Investor Limited
                Cayman
      Islands
                EPED Holding
      Company
                Owner of
      Ordinary Class A Stock
                100.0000Gemstone
      Investor, Inc.
                Delaware
                Gemstone
      Investor Limited
                Stockholder
                100.0000Grupo El
      Paso, S. de R.L. de C.V.
                Mexico
                El Paso El
      Sauz B.V.
                Owner
                0.0300El Paso
      Nederland Energie B.V.
                Owner
                99.9700Habibullah
      Coastal Power Company (Private) Limited
                Pakistan
                Directors/Officers/Other
      Individuals
                Individual
      Owner(s)
                0.0001Quetta Power
      Holding Company II Ltd.
                Owner
                0.9999Quetta Power
      Holding Company I Ltd.
                Owner
                99.0000Harbortown
      Commercial Partnership
                Michigan
                MichCon
      Development Corp.
                Unaffiliated
      Parties
                33.3330
   Schedule 4.16 —
Page 18
 Third Amended and
Restated Credit Agreement
   ANR
      Development Company, L.L.C.
                General
      Partner
                66.6670Harbortown
      Condominium Partnership
                Michigan
                MichCon
      Development Corp.
                Unaffiliated
      Parties
                33.3330ANR
      Development Company, L.L.C.
                General
      Partner
                66.6670Harbortown
      Development Partnership
                Michigan
                MichCon
      Development Corp.
                Unaffiliated
      Parties
                33.3330ANR
      Development Company, L.L.C.
                General
      Partner
                66.6670Harbortown
      Limited Dividend Housing Association
                Michigan
                ANR
      Development Company, L.L.C.
                General
      Partner
                50.0000MichCon
      Development Corp.
                Unaffiliated
      Parties
                50.0000Interenergy
      Company
                Cayman
      Islands
                EPED B
      Company
                Owner
                100.0000Inversiones
      EPEC Gas (Chile) Limitada
                Chile
                El Paso Latin
      America Inc.
                Owner
                0.0001EPEC Gas
      Chile Corporation
                Owner
                99.9999Jewel
      Investor, L.L.C.
                Delaware
                EPED Holding
      Company
                Member
                100.0000Khulna Power
      Company Ltd.
                Bangladesh
                Wartsila
      Development & Financial Services (Asia) Ltd.
                Unaffiliated
      Party - Owner of Class A and Class B Stock
                6.1000Summit
      Industrial & Mercantile Corporation (Pvt) Ltd.
                Unaffiliated
      Party - Owner of Class A and Class B Stock
                10.0000United
      Enterprises & Company Ltd.
                Unaffiliated
      Party - Owner of Class A and Class B Stock
                10.0000El Paso
      Khulna Power ApS
                Owner of
      Class A and Class B Stock
                73.9000KLT Power
      Asia
                Cayman
      Islands
                KLT Power
      Inc.
                Owner
                100.0000KLT Power
      Inc.
                Missouri
                EPED Holding
      Company
                Stockholder
                100.0000MBOW Four
      Star Corporation
                Delaware
                El Paso
      Exploration & Production Company
                Stockholder
                100.0000McCoy Caney
      Coal Company
                Delaware
                Coastal Coal,
      Inc.
                Stockholder
                100.0000Mesquite
      Investors, L.L.C.
                Delaware
                Chaparral
      Investors, L.L.C.
                Member
                100.0000Mojave
      Pipeline Company
                Texas
                El Paso
      Mojave Pipeline Co.
                Partner
                50.0000EPNG Mojave,
      Inc.
                Partner
                50.0000Mojave
      Pipeline Operating Company
                Texas
                Mojave
      Pipeline Company
                Stockholder
                100.0000Mont Belvieu
      Land Company
                Delaware
                El Paso
      Remediation Company
                Stockholder
                100.0000Mt. Franklin
      Insurance Ltd.
                Bermuda
                El Paso
      Corporation
                Owner
                100.0000Pacific
      Refining Company
                California
                El Paso
      Merchant Energy-Petroleum Company
                Partner
                2.0000Coastal West
      Ventures, Inc.
                Partner
                98.0000
    Schedule 4.16 —
Page 19
 Third Amended and
Restated Credit Agreement
    Palembang
      Coastal Technology (Singapore) Pte Ltd.
                Singapore
                Coastal
      Technology Palembang (Cayman) Ltd.
                Owner
                100.0000Peridot
      Finance S.a.r.l.
                Luxembourg
                Diamond Power
      Holdings, L.L.C.
                Owner
                100.0000Petro-Tex
      Chemical Corporation Dissolution, Distribution, Liquidating and Recovery
      Trust
                
                EPEC
      Polymers, Inc.
                Trustee
                100.0000Polar Delta
      Project Ltd.
                Canada
                EPEC Gas
      Canada Ltd.
                Owner
                50.0000TransCanada
      Pipelines Ltd.
                Unaffiliated
      Parties
                50.0000Potiguar 4A
      LLC
                Delaware
                Potiguar I,
      L.L.C.
                Member
                100.0000Potiguar 4B
      LLC
                Delaware
                Potiguar I,
      L.L.C.
                Member
                100.0000Potiguar I,
      L.L.C.
                Delaware
                El Paso
      Production International Cayman Company
                Member
                100.0000Potiguar II,
      L.L.C.
                Delaware
                Potiguar I,
      L.L.C.
                Member
                100.0000Quetta
      Operating Company (Private) Limited
                Pakistan
                Directors/Officers/Other
      Individuals
                Individual
      Owner(s)
                0.0001El Paso
      Technology, Inc.
                Owner
                99.9999Quetta Power
      Holding Company I Ltd.
                Cayman
      Islands
                H.E.I.
      Ltd.
                Unaffiliated
      Parties
                25.0000Habibullah
      Energy Limited (Pakistan)
                Unaffiliated
      Parties
                25.0000Coastal Power
      International II Ltd.
                Owner
                50.0000Quetta Power
      Holding Company II Ltd.
                Cayman
      Islands
                Coastal Power
      International II Ltd.
                Owner
                1.0000Habibullah
      Energy Limited
                Unaffiliated
      Parties
                1.0000Quetta Power
      Holding Company I Ltd.
                Owner
                98.0000Rondonia
      Power Company
                Cayman
      Islands
                El Paso
      Rondonia Power Company
                Owner
                50.0000Termo Gas
      International
                Unaffiliated
      Parties
                50.0000Saba Power
      Company (Private) Limited
                Pakistan
                Directors/Officers/Other
      Individuals
                Individual
      Owner(s)
                0.0001Capco
      Resources, Inc.
                Unaffiliated
      Parties
                1.1499Cogen
      Technologies Saba Capital Company LLC
                Unaffiliated
      Parties
                4.7100Coastal Saba
      Power Ltd.
                Owner
                94.1400Samalayuca II
      Management, L.L.C.
                Delaware
                EPED SAM
      Holdings Company
                Member
                50.0000Samalayuca
      Construction Management Corporation
                Unaffiliated
      Parties
                50.0000Sandbar
      Petroleum Company
                Delaware
                El Paso
      Energy International Company
                Stockholder
                100.0000Seafarer
      Bahamas Pipeline System, Ltd.
                Bahamas
                Directors/Officers/Other
      Individuals
                Individual
      Owner(s)
                0.0400El Paso
      Bahamas Holding B.V.
                Owner
                99.9600
   Schedule 4.16 —
Page 20
 Third Amended and
Restated Credit Agreement
   Seafarer US
      Pipeline System, Inc.
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000Sierra 1996-I
      Limited Partnership
                Texas
                Unaffiliated
      Party/Parties unknown
                General
      Partner
                1.0000Coronado
      Energy E&P Company, L.L.C.
                Limited
      Partner
                99.0000SNG Finance
      Company, L.L.C.
                Delaware
                Southern
      Natural Gas Company
                Member
                100.0000SNG Funding
      Company, L.L.C.
                Delaware
                SNG Finance
      Company, L.L.C.
                Member
                100.0000SNG Pipeline
      Services Company, L.L.C.
                Delaware
                El Paso SNG
      Holding Company, L.L.C.
                Member
                100.0000SNG RenCen
      Company, L.L.C.
                Delaware
                Southern
      Natural Gas Company
                Member
                100.0000Sonora LNG
      Terminal Holding, S. de R.L. de C.V.
                Mexico
                Sonora
      Pipeline Holding, S de R. L. de C.V.
                Owner
                0.0300Sonora
      Terminal and Pipeline, S. de R.L. de C.V.
                Owner
                99.9700Sonora
      Pipeline Holding, S de R. L. de C.V.
                Mexico
                Sonora LNG
      Terminal Holding, S. de R.L. de C.V.
                Owner
                0.0300Sonora
      Terminal and Pipeline, S. de R.L. de C.V.
                Owner
                99.9700Sonora
      Pipeline, S. de R.L. de C.V.
                Mexico
                Sonora
      Terminal and Pipeline, S. de R.L. de C.V.
                Owner
                0.0300Sonora
      Pipeline Holding, S de R. L. de C.V.
                Owner
                99.9700Sonora
      Services Energy, S. de R.L. de C.V.
                Mexico
                Sonora
      Pipeline Holding, S de R. L. de C.V.
                Owner
                0.0300Sonora
      Terminal and Pipeline, S. de R.L. de C.V.
                Owner
                99.9700Sonora
      Terminal and Pipeline, S. de R.L. de C.V.
                Mexico
                Sonora
      Pacific Mexico S. de R.L. de C.V.
                Unaffiliated
      Parties
                50.0000Grupo El
      Paso, S. de R.L. de C.V.
                Owner
                50.0000Southeast
      Storage Development Company, L.L.C.
                Delaware
                Southern
      Natural Gas Company
                Member
                100.0000Southern Gas
      Storage Company
                Delaware
                Southern
      Natural Gas Company
                Stockholder
                100.0000Southern Gulf
      LNG Company, L.L.C.
                Delaware
                El Paso
      Corporation
                Member
                100.0000Southern LNG
      Inc.
                Delaware
                Southern
      Natural Gas Company
                Stockholder
                100.0000Southern
      Natural Gas Company
                Delaware
                El Paso
      Corporation
                Stockholder
                100.0000Starr County
      Gathering System
                Texas
                EEX Natural
      Gas Company
                Unaffiliated
      Parties
                1.0000El Paso CGP
      Gas Transmission Company
                General
      Partner
                30.0000EEX Pipeline
      Company, L.P.
                Unaffiliated
      Parties
                69.0000Starr-Zapata
      Pipe Line
                Texas
                EEX Natural
      Gas Company
                Unaffiliated
      Parties
                1.0000EEX Pipeline
      Company, L.P.
                Unaffiliated
      Parties
                49.0000El Paso CGP
      Gas Transmission Company
                General
      Partner
                50.0000
   Schedule 4.16 —
Page 21
 Third Amended and
Restated Credit Agreement
   Subic Bay
      Petroleum Products Ltd.
                Cayman
      Islands
                Coastal Stock
      Company Limited
                Owner
                100.0000TCN Energia
      Ltda.
                Brazil
                El Paso
      Energia do Brasil Ltda.
                Owner
                0.0500EPED B
      Company
                Owner
                99.9500TDF, S. de
      R.L. de C.V.
                Mexico
                Gasoductos
      Servicios, S. de R.L. de C.V.
                Owner
                0.0001Transportadora
      del Norte SH, S. de R.L. de C.V.
                Owner
                99.9999Tennessee Gas
      Pipeline Company
                Delaware
                El Paso TGPC
      Investments, L.L.C.
                Stockholder
                100.0000Tennessee
      Storage Company
                Delaware
                Tennessee Gas
      Pipeline Company
                Stockholder
                100.0000Terminal GNL
      de Sonora, S. de R.L. de C.V.
                Mexico
                Sonora
      Terminal and Pipeline, S. de R.L. de C.V.
                Owner
                0.0300Sonora LNG
      Terminal Holding, S. de R.L. de C.V.
                Owner
                99.9700Termo Norte
      Energia Ltda.
                Brazil
                CS
      Participacoes Ltda.
                Unaffiliated
      Parties
                0.0001El Paso
      Energia do Brasil Ltda.
                Owner
                0.0001Rondonia
      Power Company
                Owner
                99.9998Termo O&M
      Energia Ltda.
                Brazil
                El Paso
      O&M do Brasil Ltda.
                Owner
                50.0000Termogas
      S/A
                Unaffiliated
      Parties
                50.0000TGP Finance
      Company, L.L.C.
                Delaware
                Tennessee Gas
      Pipeline Company
                Member
                100.0000TGP Funding
      Company, L.L.C.
                Delaware
                TGP Finance
      Company, L.L.C.
                Member
                100.0000Tipitapa
      Power Company Ltd.
                Cayman
      Islands
                Coastal Power
      Nicaragua Holding Company Ltd.
                Owner
                1.0000Unaffiliated
      Parties
                Unaffiliated
      Parties
                40.0000Coastal Power
      Nicaragua Ltd.
                Owner
                59.0000TNG
      Participacoes Ltda.
                Brazil
                Dutonorte
      Investimentos Ltda
                Owner
                50.0000Petrobras Gas
      S.A.
                Unaffiliated
      Parties
                50.0000Topaz Power
      Ventures, L.L.C.
                Delaware
                EPED Holding
      Company
                Member
                100.0000Transport
      USA, Inc.
                Pennsylvania
                ANR Advance
      Holdings, Inc.
                Stockholder
                100.0000Transportadora
      Brasiliera Gasoduto Bolivia-Brazil S.A.
                Brazil
                Shell
                Unaffiliated
      Parties
                4.0000Enron
                Unaffiliated
      Parties
                4.0000Transporte de
      Hidrocarburos
                Unaffiliated
      Parties
                12.0000BBPP Holdings
      Ltda.
                Owner
                29.0000Petrobras
      affiliate
                Unaffiliated
      Parties
                51.0000
   Schedule 4.16 —
Page 22
 Third Amended and
Restated Credit Agreement
   Transportadora
      del Norte SH, S. de R.L. de C.V.
                Mexico
                Gasoductos
      Servicios, S. de R.L. de C.V.
                Owner
                0.0001Gasoductos de
      Chihuahua, S. de R.L. de C.V.
                Owner
                99.9999Triunion
      Energy Company
                Cayman
      Islands
                EPED B
      Company
                Owner
                23.2000Agua del
      Cajon (Cayman) Company
                Owner
                38.4000Interenergy
      Company
                Owner
                38.4000Triunion
      Energy Inversiones (Chile) Limitada
                Chile
                Triunion
      Energy Company
                Owner
                0.4200Triunion
      Energy Pacifico Company
                Owner
                99.5800Triunion
      Energy Inversiones Company
                Cayman
      Islands
                Triunion
      Energy Company
                Owner
                100.0000Triunion
      Energy Inversiones Pacifico (Chile) Limitada
                Chile
                Triunion
      Energy Pacifico Company
                Owner
                0.2200Triunion
      Energy Inversiones (Chile) Limitada
                Owner
                99.7800Triunion
      Energy Pacifico Company
                Cayman
      Islands
                Triunion
      Energy Inversiones Company
                Owner
                100.0000United Summit
      Coastal Oil Ltd.
                Bangladesh
                Summit
      Industrial & Mercantile Corporation (Pvt) Ltd.
                Unaffiliated
      Parties
                25.0000United
      Enterprises & Company Ltd.
                Unaffiliated
      Parties
                25.0000Coastal
      Petroleum N.V.
                Owner
                50.0000UnoPaso
      Exploracao e Producao de Petroleo e Gas Ltda.
                Brazil
                Potiguar 4B
      LLC
                Owner
                0.0001El Paso Oleo
      e Gas do Brasil Ltda.
                Owner
                0.0001Potiguar II,
      L.L.C.
                Owner
                99.9998Vermilion Bay
      Land, L.L.C.
                Delaware
                Crystal Gas
      Storage, Inc.
                Member
                100.0000Western Fuel
      Oil Company
                California
                Pacific
      Refining Company
                Stockholder
                100.0000WIC Holdings,
      Inc.
                Delaware
                Colorado
      Interstate Gas Company
                Stockholder
                100.0000WYCO
      Development LLC
                Colorado
                Xcel Energy
      WYCO Inc.
                Unaffiliated
      Parties
                50.0000WIC Holdings,
      Inc.
                Member
                50.0000WYCO Holding
      Company, L.L.C.
                Delaware
                Colorado
      Interstate Gas Company
                Member
                100.0000Wyoming
      Interstate Company, Ltd.
                Colorado
                El Paso
      Wyoming Gas Supply Company
                Limited
      Partner
                50.0000WIC Holdings,
      Inc.
                General
      Partner
                50.0000Young Gas
      Storage Company, Ltd.
                Colorado
                The City of
      Colorado Springs
                Unaffiliated
      Parties - LP Owner
                5.0000CIG Gas
      Storage Company
                General
      Partner
                47.5000Xcel Energy
      Markets Holdings Inc.
                Unaffiliated
      Parties
                47.5000Zipline,
      L.L.C.
                Delaware
                Genesis Park
      GP Company, L.L.C.
                Unaffiliated
      Parties
                50.0000El Paso
      Global Networks Company
                Member
                50.0000
 
  
   Schedule 4.16 —
Page 23
 Third Amended and
Restated Credit Agreement
  SCHEDULE
6.08
  EXISTING
RESTRICTIVE AGREEMENTS
  1.EL
PASO NATURAL GAS COMPANY
  (a)
              Indenture
      dated as of January 1, 1992, between El Paso Natural Gas Company and
      Citibank, N.A. (subsequently replaced by Wilmington Trust
      Company).
  (i)
              Prospectus
      Supplement dated as of January 9, 1992, to Prospectus
  dated
  January 9,
      1992 ($260 Million 8.625% Debentures due
  1/15/22).
  (b)
              Indenture
      dated as of November 13, 1996 between El Paso Natural Gas Company and The
      Chase Manhattan Bank (by merger now JPMorgan Chase Bank and subsequently
      replaced by Wilmington Trust
Company).
  (i)
              Prospectus
      Supplement dated as of November 7, 1996 to Prospectus
  dated
  November 5,
      1996 ($200 Million 7.5% Debentures due
  11/15/26).
  (ii)
              First
      Supplemental Indenture dated as of June 10, 2002 ($300 Million 8.375%
      Notes due 6/15/32).
  (iii)
              Second
      Supplemental Indenture dated as of April 4, 2007 ($355 Million 5.95% Notes
      due 4/15/17).
  (c)
              Indenture
      dated as of July 21, 2003, between El Paso Natural Gas Company and
      Wilmington Trust Company ($355,000,000 7.625% Notes due
    2010).
  2.  EL
PASO TENNESSEE PIPELINE CO.
  (a)
              Indenture,
      dated as of March 15, 1988, between Tenneco, Inc. (now El Paso Tennessee
      Pipeline Co.) and The Chase Manhattan Bank (now by merger JPMorgan Chase
      Bank and subsequently replaced by Wilmington Trust
    Company).
  (i)
              Second
      Supplemental Indenture dated as of March 30, 1988 ($250 Million 10%
      Debentures due 3/15/08, outstanding balance $26.4
  Million).
  (ii)
              Tenth
      Supplemental Indenture dated as of November 15, 1992 ($150 Million 9%
      Debentures due 11/15/12, outstanding principal $1.1
    Million).
  (iii)
              Twelfth
      Supplemental Indenture dated as of December 15, 1995 ($300 Million 7.25%
      Debentures due 12/15/25, outstanding principal
  $23.2).
  (iv)
              Thirteenth
      Supplemental Indenture dated as of December 10, 1996 (various
      amendments).
  Schedule 6.08 —
Page 1
 Third Amended and
Restated Credit Agreement
 3.  TENNESSEE
GAS PIPELINE COMPANY
  (a)
              Indenture,
      dated as of December 15, 1981, between Tenneco Inc. (now Tennessee Gas
      Pipeline Company ("TGPC")) and The Chase Manhattan Bank (by merger now
      JPMorgan Chase Bank and subsequently replaced by Wilmington Trust Company)
      ($400 Million 6% Debentures due 12/15/11, current balance $85.8
      Million).
  (i)
              First
      Supplemental Indenture dated as of December 10, 1996 (various amendments,
      mainly name change to TGPC).
  (ii)
              Second
      Supplemental Indenture dated as of December 10, 1996 (various
      amendments).
  (b)
              Indenture,
      dated as of March 4, 1997, between Tennessee Gas Pipeline Company and The
      Chase Manhattan Bank (now by merger JPMorgan Chase Bank and subsequently
      replaced by Wilmington Trust
Company).
  (i)
              First
      Supplemental Indenture dated as of March 13, 1997 ($300 Million 7.5%
      Debentures due 4/1/17).
  (ii)
              Second
      Supplemental Indenture dated as of March 13, 1997 ($300 Million 7%
      Debentures due 3/15/27, put date 3/15/07, redeemable after
      3/15/07).
  (iii)
              Third
      Supplemental Indenture dated as of March 13, 1997 ($300 Million 7.625%
      Debentures due 10/15/37).
  (iv)
              Fourth
      Supplemental Indenture dated as of October 9, 1998 ($400 Million 7%
      Debentures due 10/15/28).
  (v)
              Fifth
      Supplemental Indenture dated as of June 10, 2002 ($240 Million 8.375%
      Notes due 6/15/32)
   Schedule 6.08 —
Page 2
 Third Amended and
Restated Credit Agreement
  SCHEDULE
10.16(a)
  RELEASED
SUBSIDIARIES
  El
Paso CNG Company, L.L.C.
  El
Paso Noric Investments III, L.L.C.
  EPPP CIG GP
Holdings, L.L.C.
  Colorado Interstate
Gas Company
   Schedule 10.16(a) —
Page 1
 Third Amended and
Restated Credit Agreement
  EXHIBIT A
  FORM
OF
  ASSIGNMENT
AND ASSUMPTION
  Reference is made
to the Third Amended and Restated Credit Agreement dated as of November 16, 2007
(as amended and in effect on the date hereof, the “Credit Agreement”), among
EL PASO CORPORATION, a
Delaware corporation (the “Company”), EL PASO NATURAL GAS COMPANY, a
Delaware corporation, TENNESSEE
GAS PIPELINE COMPANY, a Delaware corporation, the several banks and other
financial institutions from time to time parties thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as
administrative agent (the “Administrative Agent”) and as
collateral agent.
  The Assignor named
on the reverse hereof hereby sells and assigns, without recourse, to the
Assignee named on the reverse hereof, and the Assignee hereby purchases and
assumes, without recourse, from the Assignor, effective as of the Assignment
Date set forth on the reverse hereof, the interests set forth on the reverse
hereof (the “Assigned
Interest”) in the Assignor’s rights and obligations under the Credit
Agreement, including the interests set forth on the reverse hereof in the
Commitment of the Assignor on the Assignment Date and Loans owing to the
Assignor which are outstanding on the Assignment Date, in the case of a
Revolving Commitment or Revolving Loan together with the participations in
Letters of Credit and LC Disbursements held by the Assignor on the Assignment
Date, but excluding accrued interest and fees to and excluding the Assignment
Date.  The Assignee hereby acknowledges receipt of a copy of the
Credit Agreement and the Security Agreement (as defined in the Credit
Agreement).  From and after the Assignment Date (i) the Assignee shall
be a party to and be bound by the provisions of the Credit Agreement and, to the
extent of the Assigned Interest, have the rights and obligations of a Lender
thereunder, (ii) the Assignee acknowledges that, upon becoming a Lender under
the Credit Agreement, it is subject to, and hereby agrees to be bound by, the
terms and provisions of the Credit Agreement, and (iii) the Assignor shall, to
the extent of the Assigned Interest, relinquish its rights and be released from
its obligations under the Credit Agreement, except that the Assignor shall
continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and
10.03.
  This Assignment and
Assumption is being delivered to the Administrative Agent together with (i) if
the Assignee is a Foreign Lender, any documentation required to be delivered by
the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed
and executed by the Assignee, and (ii) if the Assignee is not already a Lender
under the Credit Agreement, an Administrative Questionnaire in the form supplied
by the Administrative Agent, duly completed by the Assignee.  The
Assignor represents and warrants that (i) it is the legal and beneficial owner
of the Assigned Interest, and (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim.  The [Assignee/Assignor]
shall pay the fee payable to the Administrative Agent pursuant to Section
10.04(b) of the Credit Agreement.
  Exhibit A
 Third Amended and
Restated Credit Agreement
 This Assignment and
Assumption shall be governed by and construed in accordance with the laws of the
State of New York.
  Date of
Assignment:
  Legal Name of
Assignor:
  Legal Name of
Assignee:
  Assignee’s Address
for Notices:
  Effective Date of
Assignment
  (“Assignment
Date”):
  Facility
              Principal
      Amount Assigned
              Percentage
      Assigned of Facility/Commitment1Revolving
      Commitment Assigned:
              $
              %Revolving
      Loans Assigned:
              $
              %
 
 The Assignee agrees
to deliver to the Administrative Agent a completed Administrative Questionnaire
in which the Assignee designates one or more Credit Contacts 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.
  The terms set forth
above and on the reverse side hereof are hereby agreed to:
  [Name of
      Assignor], as AssignorBy:Name:Title:
 
  [Name of Assignee], as
    AssigneeBy:Name:Title:
 
 
 1 Set forth, to at least 8 decimals, as
a percentage of the applicable Facility and the aggregate Commitments of all
Lenders thereunder.
  Exhibit A
 Third Amended and
Restated Credit Agreement
  The undersigned
hereby consent to the within assignment:2
  EL PASO
      CORPORATION
              
              JPMORGAN
      CHASE BANK, N.A.,
                as
      Administrative AgentBy:
              
              
              By:Name:
              
              Name:Title:
              
              Title:
 
  JPMORGAN
      CHASE BANK, N.A.,
                as an Issuing
      Bank
              
              CITIBANK,
      N.A.,
                as an Issuing
      BankBy:
              
              
              By:Name:
              
              Name:Title:
              
              Title:
 
  [Other Issuing
Banks]
   2 If required.
  Exhibit A
 Third Amended and
Restated Credit Agreement
  
 EXHIBIT B
  FORM
OF
  BORROWING
REQUEST
  JPMorgan
      Chase Bank, N.A.,
 as Administrative Agent for the
Lenders
 parties to the Credit Agreement referred to
  below
 Technology, Shared Tech & Operation Commercial
  Loans
 L&A Project Texas
 1111 Fannin,
      Floor 10
 Houston, TX
      77002
 Attention:  Ina
      S. Tjahjono
  Ladies and
Gentlemen:
  The undersigned, EL
PASO CORPORATION, refers to the Third Amended and Restated Credit Agreement,
dated as of November 16, 2007 (the “Credit Agreement”, the terms
defined therein being used herein as therein defined), among the undersigned, El
Paso Natural Gas Company, Tennessee Gas Pipeline Company, certain Lenders
parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as
collateral agent, and hereby gives you notice, irrevocably, pursuant to Section
2.03 of the Credit Agreement that the undersigned hereby requests a Borrowing
under the Credit Agreement, and in that connection sets forth below the
information relating to such Borrowing (the “Proposed Borrowing”) as
required by Section 2.03 of the Credit Agreement:
  (i)  The Borrower for
the Proposed Borrowing is ______________.
  (ii)  The Business Day of
the Proposed Borrowing is ___________, 200_.
  (iii)  The Proposed
Borrowing is a [ABR Borrowing] [Eurodollar Borrowing].
  (iv)  The aggregate
amount of the Proposed Borrowing is $__________.
  (v)  The initial
Interest Period for each Eurodollar Loan made as part of the Proposed Borrowing
is [______ month[s]].
  (vi)  The account to
which the funds of the Proposed Borrowing are to be disbursed is
_____________________.
  (vii)  The undersigned
hereby certifies that the following statements are true on the date hereof, and
will be true on the date of the Proposed Borrowing, before and immediately after
giving effect thereto and to the application of the proceeds
therefrom:
  (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 the Proposed Borrowing, unless
stated to be made on or as of, or to relate to, a specific date or period other
than the date of the Proposed Borrowing; and
  (B)      at
the time of and immediately after giving effect to the Proposed Borrowing (and
if any proceeds thereof are being applied substantially contemporaneously to
satisfy any other obligation, to such application), no Default shall have
occurred and be continuing.
  
 Very truly
      yours,EL PASO
      CORPORATIONBy:Title:
 
 
  Exhibit B
 Third Amended and
Restated Credit Agreement
  EXHIBIT
C
  FORM
OF
  NOTE
  $_________
              New York, New
      York____________,
      200_
 FOR VALUE RECEIVED,
the undersigned, [Name of Borrower], a Delaware corporation (the “Borrower”) hereby
unconditionally promises to pay to the order of _____ (the “Lender”) at the office of
JPMorgan Chase Bank, N.A., located at 270 Park Avenue, New York, New York 10017,
in lawful money of the United States of America and in immediately available
funds, the principal amount of the lesser of (a) _________ ($_______), and (b)
the aggregate unpaid principal amount of all Loans made by the Lender to the
undersigned pursuant to Section 2.02 of the Credit Agreement (as defined
below), on the Maturity Date (as defined in the Credit Agreement) and on such
other dates and in such other amounts set forth in the Credit
Agreement.
  The undersigned
further agrees to pay interest in like money at such office on the unpaid
principal amount hereof from time to time from the date hereof at the applicable
rate per annum set forth in Section 2.11 of the Credit Agreement until any
such amount shall become due and payable (whether at the stated maturity, by
acceleration or otherwise), and thereafter on such overdue amount at the rate
per annum set forth in paragraph (c) of Section 2.11 of the Credit
Agreement until paid in full (both before and after
judgment).  Interest shall be payable in arrears on each Interest
Payment Date commencing on the first such date to occur after the date hereof,
provided that interest accruing pursuant to paragraph (c) of Section 2.11
of the Credit Agreement shall be payable on demand.  In no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum interest which, under applicable law, may be charged on this Note, and
this Note is expressly made subject to the provisions of the Credit Agreement
which more fully set out the limitations on how interest accrues
hereon.
  The holder of this
Note is authorized to record the date, type and amount of each Loan made by the
Lender pursuant to Section 2.02 of the Credit Agreement, each continuation
thereof, each conversion of all or a portion thereof to another type, the date
and amount of each payment or prepayment of principal with respect thereto, and,
in the case of Eurodollar Loans, the length of each Interest Period with respect
thereto, on the schedules annexed hereto and made a part hereof, or on a
continuation thereof which shall be attached hereto and made a part hereof,
which recordation shall constitute prima facie evidence of the
accuracy of the information recorded in the absence of manifest error; provided that failure by the
Lender to make any such recordation on this Note shall not affect the
obligations of the Borrower under this Note or the Credit
Agreement.
  This Note is one of
the Notes referred to in the Third Amended and Restated Credit Agreement, dated
as of November 16, 2007 (as amended, supplemented or otherwise modified from
time to time, the “Credit
Agreement”), among the Borrower, [the Company], [EPNGC] and [TGPC], the
Lender, the other financial institutions parties thereto, and JPMorgan Chase
Bank, N.A., as administrative agent and as collateral agent, is entitled to the
benefits thereof, is secured as provided therein and in the Security Documents
and is subject to optional and mandatory prepayment in whole or in part as
provided therein.  Terms used herein which are defined in the Credit
Agreement shall have such defined meanings unless otherwise defined herein or
unless the context otherwise requires.
  Upon the occurrence
of any one or more of the Events of Default specified in the Credit Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable all as provided therein.
  This Note and the
other Notes are given in replacement and substitution for, but not payment or
satisfaction of, certain revolving credit notes previously issued under the
Credit Agreement.  The indebtedness evidenced by such other revolving
credit notes is continued in full force and effect hereunder.
  THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
  This Note evidences
existing indebtedness under the Credit Agreement and does not constitute payment
of such indebtedness, and such indebtedness continues in full force and effect,
as amended and restated in the Credit Agreement.
  [Name of
      Borrower]By:Name:Title:
  Exhibit C
 Third Amended and
Restated Credit Agreement
 
 
 SCHEDULE
A
 to
Note
  EURODOLLAR
LOANS AND CONVERSIONS AND PAYMENTS WITH RESPECT TO EURODOLLAR LOANS
  Date
              
              Amount of
      Eurodollar Loans Made or Converted from Alternate Base Rate
      Loans
              
              Amount of
      Eurodollar Loans Paid or Converted into Alternate Base Rate
      Loans
              
              Unpaid
      Principal Balance of Eurodollar Rate Loans
              
              Notation Made
      By
 Exhibit C —
Schedule A
 Third Amended and
Restated Credit Agreement
 SCHEDULE
B
 to
Note
  
  ALTERNATE
BASE RATE LOANS AND CONVERSIONS AND PAYMENTS
  WITH
RESPECT TO ALTERNATE BASE RATE LOANS
  Date
              
              Amount of
      Alternate Base Rate Loans Made or Converted from Eurodollar
      Loans
              
              Amount of
      Alternate Base Rate Loans Paid or Converted into Eurodollar
      Loans
              
              Unpaid
      Principal Balance of Alternate Base Rate Loans
              
              Notation Made
      By
 
   Exhibit C -
Schedule B
 Third Amended and
Restated Credit Agreement
  EXHIBIT
D
  FORM
OF
  THIRD
AMENDED AND RESTATED
  SECURITY
AGREEMENT
   Exhibit
D
 Third Amended and
Restated Credit Agreement
  EXECUTION
VERSION
  
 THIRD
AMENDED AND RESTATED SECURITY AGREEMENT
  
  
  dated
as of November __, 2007
  
  
  among
  
  
  EL
PASO CORPORATION,
  
  THE
PERSONS REFERRED TO HEREIN AS
  PIPELINE
COMPANY BORROWERS,
  
  THE
PERSONS REFERRED TO HEREIN AS SUBSIDIARY GRANTORS
  
  and
  
  JPMORGAN
CHASE BANK, N.A.,
  as
Collateral Agent and Depository Bank
  
  Exhibit
D
 Third Amended and
Restated Credit Agreement
 TABLE OF CONTENTS
   ARTICLE
      1
                  DEFINITIONS
      AND INTERPRETATIONS
                PageSection
      1.01
                
                Definitions
                2Section
      1.02
                
                Principles of
      Interpretation
                7ARTICLE
      2
                  [RESERVED]ARTICLE
      3
                  REPRESENTATIONS
      AND WARRANTIESSection
      3.01
                
                Representations and Warranties
      of the Credit Partner
                8
  ARTICLE
      4
                  PLEDGED
      ACCOUNTSSection
      4.01
                
                Creation of Pledged
      Accounts
                10Section
      4.02
                
                Cash Collateral
      Account
                12Section
      4.03
                
                Qualified Investments
      Accounts
                12Section
      4.04
                
                Payments in
      Trust
                15Section
      4.05
                
                Investment of Funds in Pledged
      Accounts
                15Section
      4.06
                
                Transfers from Accounts During
      the Continuance of an Event of Default
                17Section
      4.07
                
                Reports, Certification and
      Instructions
                17Section
      4.08
                
                Depository Bank
      Undertakings
                18Section
      4.09
                
                Force
      Majeure
                20Section
      4.10
                
                Clearing
      Agency
                20Section
      4.11
                
                Return of Funds to the
      Company
                20ARTICLE
      5
                  SECURITY
      INTERESTSSection
      5.01
                
                Grant of Security
      Interests
                21Section
      5.02
                
                Security for
      Obligations
                24Section
      5.03
                
                Delivery and Control of
      Collateral
                24Section
      5.04
                
                Further Assurances;
      Etc
                25Section
      5.05
                
                Grantors Remain
      Liable
                26Section
      5.06
                
                Additional Equity
      Interests
                26
  i.
 Exhibit D
 Third Amended and
Restated Credit Agreement
 Section
      5.07
                
                Release of
      Collateral
                27Section
      5.08
                
                Voting Rights, Dividends,
      Payments, Etc.
                28Section
      5.09
                
                The Collateral Agent Appointed
      Attorney-in-Fact
                30Section
      5.10
                
                Netting of
      Accounts
                31ARTICLE
      6
                  REMEDIES AND
      ENFORCEMENTSection
      6.01
                
                Remedies and
      Enforcement
                31Section
      6.02
                
                Application of
      Proceeds
                33Section
      6.03
                
                Other Remedies of Secured
      Parties
                34ARTICLE
      7
                  DEPOSITORY
      BANKSection
      7.01
                
                Depository
      Bank
                34ARTICLE
      8
                  [RESERVED]ARTICLE
      9
                  MISCELLANEOUSSection
      9.01
                
                Indemnity and
      Expenses
                35Section
      9.02
                
                Amendments; Waivers,
      Etc.
                36Section
      9.03
                
                Security Interest Absolute and
      Waivers
                36Section
      9.04
                
                Notices;
      Etc.
                38Section
      9.05
                
                Continuing Security Interest;
      Assignments
                39Section
      9.06
                
                [Reserved]
                39Section
      9.07
                
                Execution in
      Counterparts
                40Section
      9.08
                
                Severability
                40Section
      9.09
                
                Integration
                40Section
      9.10
                
                No
      Partnership
                40Section
      9.11
                
                No
    Reliance
                40Section
      9.12
                
                Release
                40Section
      9.13
                
                No
      Impairment
                40Section
      9.14
                
                Equitable
      Remedies
                40Section
      9.15
                
                Remedies
                41Section
      9.16
                
                Limitations
                41Section
      9.17
                
                Survival
                41Section
      9.18
                
                [Reserved]
                42Section
      9.19
                
                Jurisdiction,
      Etc.
                42Section
      9.20
                
                GOVERNING
      LAW
                42Section
      9.21
                
                Waiver of Jury
      Trial
                42
  
 ii.
 Exhibit D
 Third Amended and
Restated Credit Agreement
 SCHEDULES:Schedule
      I
              Subsidiary
      GrantorsSchedule
      II
              Initial
      Pledge EquitySchedule
      III
              Name,
      Location, Chief Executive Office, Type of Organization, Jurisdiction of
      Organization and Organizational Identification NumberSchedule
      IV
              Changes in
      Name, Location, Etc.Schedule
      V
              Secured
      Hedging AgreementsSchedule
      VI
              Material
      Agreements of El Paso CorporationEXHIBITS:EXHIBIT
      A
              Form of
      Officer’s Certificate for Qualified Investments
    
  iii.
 Exhibit D
 Third Amended and
Restated Credit Agreement
  THIRD
AMENDED AND RESTATED SECURITY AGREEMENT
  THIRD AMENDED AND
RESTATED SECURITY AGREEMENT, dated as of November __, 2007, made by and
among:
  EL
PASO CORPORATION, a Delaware corporation (the “Company”);
  EL
PASO NATURAL GAS COMPANY, a Delaware corporation (“EPNGC”), TENNESSEE GAS
PIPELINE COMPANY, a Delaware corporation (“TGPC”) (EPNGC and TGPC,
collectively, the “Pipeline
Company Borrowers” and, together with the Company, the “Borrowers”);
  Each of the Persons
listed on Schedule I hereto as a Subsidiary Grantor (collectively, the “Subsidiary Grantors” and,
together with the Company, the “Grantors”) (the Borrowers and
the Subsidiary Grantors are sometimes referred to herein, collectively, as the
“Credit Parties”; and
the Credit Parties, together with the other Restricted Subsidiaries, are
sometimes referred to herein, collectively, as the “Credit Related
Parties”);
  JPMorgan Chase
Bank, N.A. (“JPMCB”),
not in its individual capacity but solely as collateral agent for the Secured
Parties (solely in such capacity, the “Collateral Agent”);
and
  JPMCB, not in its
individual capacity but solely in its capacity as the Depository Bank (solely in
such capacity, the “Depository
Bank”).
  PRELIMINARY
STATEMENTS
  (1)           Certain
of the parties hereto are party to a Third Amended and Restated Credit Agreement
dated as of the date hereof (the “Credit Agreement”) pursuant to
which the Lenders have agreed to make Loans to the Borrowers and participate in
Letters of Credit, the Issuing Banks have agreed to issue Letters of Credit for
the account of the Borrowers, and the Administrative Agent and the Collateral
Agent have agreed to serve in such capacities.
  (2)           The
Credit Parties, the Depository Bank, the Collateral Agent (on behalf of the
Lenders, the Issuing Banks, the Agents and the other Secured Parties) and
certain other parties have heretofore entered into that certain Amended and
Restated Security Agreement dated as of July 31, 2006 (the “Existing Security Agreement”)
with respect to their respective rights in respect of the Collateral and certain
other matters related to the Financing Documents.
 
 NOW, THEREFORE, to
secure the Secured Obligations, and in consideration of the premises and to
induce each of the Lenders, the Issuing Banks and the Agents to enter into the
Credit Agreement and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the Credit Parties and the
Collateral Agent (on behalf of the Lenders, the Issuing Banks, the Agents and
the other Secured Parties) agrees that the Existing Security Agreement shall be
amended and restated in its entirety as follows:
  Exhibit D
 Third Amended and
Restated Credit Agreement
  ARTICLE
1
 Definitions
And Interpretation
  Section
1.01 .  Definitions.Capitalized
terms used but not defined herein shall have the respective meanings assigned to
such terms in the Credit Agreement.
  (a)  As used in this
Agreement, the following terms have the meanings specified below:
  “Account Collateral” has the
meaning set forth in Section 5.01(d).
  “Agreement” means this Security
Agreement.
  “Applicable Law” means, with
respect to any Person, any and all laws, statutes, regulations, rules, orders,
injunctions, decrees, writs, determinations, awards and judgments issued by any
Governmental Authority applicable to such Person.
  “Bankruptcy Code” means the
Federal Bankruptcy Reform Act of 1978, as amended from time to time (11 U.S.C.
§101, et seq.).
  “Borrowers” has the meaning set
forth in the Preamble.
  “Cash Collateral Account” has
the meaning set forth in Section 4.01(a)(ii).
  “Clearing Agency” has the
meaning set forth in Section 4.10.
  “Collateral” means the Account
Collateral, the Security Collateral, the Payment Collateral and all other
property or assets with respect to which a Security Document executed by a
Grantor creates or grants, or states that it creates or grants, a Transaction
Lien.
  “Collateral Account” has the
meaning set forth in Section 4.01(a)(i).
  “Collateral Agent” has the
meaning set forth in the Preamble.
  “Company” has the meaning set
forth in the Preamble.
  2
 Exhibit D
 Third Amended and
Restated Credit Agreement
 “Company Payment Collateral”
has the meaning set forth in Section 5.01(c).
  “Credit Agreement” has the
meaning set forth in the Preamble.
  “Credit Parties” has the
meaning set forth in the Preamble.
  “Credit Related Parties” has
the meaning set forth in the Preamble.
  “Depository Bank” has the
meaning set forth in the Preamble.
  “Enforcement Action” means the
taking of any or all of the following actions:
  (a)           applying
funds in the Pledged Accounts (including by charging or exercising any
contractual or legal setoff rights) to the payment of the Secured
Obligations;
  (b)           making
any demand for, or receiving any, payment under the Subsidiary Guarantee
Agreement;
  (c)           taking
any Foreclosure Action or exercising any other power of sale or similar other
rights or remedies under any of the Security Documents;
  (d)           proceeding
to protect and enforce the rights of the Secured Parties under this Agreement or
any other Security Document by sale of the Collateral pursuant to judicial
proceedings or by a proceeding in equity or at law or otherwise, whether for the
enforcement of any Transaction Lien or for the enforcement of any other legal,
equitable or other remedy available under this Agreement, any other Security
Document or Applicable Law;
  (e)           exercising
any of the rights and remedies of a secured party with respect to the Collateral
upon default under the Uniform Commercial Code as in effect in any applicable
jurisdiction; and
  (f)           exercising
any other right or remedy provided in this Agreement or otherwise available to
the Collateral Agent, to the extent permitted by Applicable Law.
  “Enforcement Proceeds” means
any cash, securities or other consideration received from time to time by the
Collateral Agent as a result of the taking of any Enforcement Action in
accordance with the Security Documents and Applicable Law, including, without
limitation (a) any balances then outstanding in the Pledged Accounts or received
therein from time to time thereafter, including any Net Cash Proceeds then held
in any Pledged Account, (b) the proceeds of any Disposition or other Enforcement
Action taken pursuant to Article 6, and (c) proceeds of any Foreclosure Action
or judicial or other non-judicial proceeding.
  3
 Exhibit D
 Third Amended and
Restated Credit Agreement
 “EPNGC” has the meaning set
forth in the Preamble.
  “Excluded Payment Property”
means any property of a Grantor of the type described in (and not excluded from)
Section 5.01(b)(i) through (iv), to the extent that the grant of a security
interest therein or a Lien thereon would result in (i) a breach of or a default
under a provision which is not rendered ineffective by the UCC contained in any
agreement in existence on the Effective Date to which the Company or any
Subsidiary of the Company is a party (other than (x) an agreement listed on
Schedule VI hereto or (y) an agreement that can be amended solely by the Company
and/or one or more of its Subsidiaries), or (ii) a mandatory prepayment
obligation under any such agreement, or allow any party to any such agreement
(other than the Company or any Subsidiary of the Company) to accelerate
obligations due thereunder, terminate any material contract right thereunder or
exercise any put or call right, right of refusal, purchase option or similar
right thereunder.
  “Excluded Subsidiary Grantor
Assets” has the meaning set forth in Section 5.01(b).
  “Federal Book Entry
Regulations” means (a) the federal regulations contained in Subpart B
(“Treasury/Reserve
Automated Debt Entry System (TRADES)”) governing book-entry securities
consisting of U.S. Treasury bonds, notes and bills and Subpart D of 31 C.F.R.
Part 357, 31 C.F.R. § 357.2, § 357.10 through § 357.14 and
§ 357.41 through § 357.44 and (b) to the extent substantially
identical to the federal regulations referred to in clause (a) above (as in
effect from time to time), the federal regulations governing other book-entry
securities.
  “Financing Documents” means the
Loan Documents and the Secured Hedging Agreements.
  “Foreclosure Action” means the
sale, transfer or other Disposition by the Collateral Agent of all or any part
of the Collateral at any public or private sale at such place and at such time
as the Collateral Agent shall determine and in compliance with Applicable
Law.
  “Grantors” has the meaning set
forth in the Preamble.
  “Indemnified Party” has the
meaning set forth in.
  4
 Exhibit D
 Third Amended and
Restated Credit Agreement
 “Initial Pledged Equity” means,
with respect to any Grantor, the Equity Interests set forth opposite such
Grantor’s name on and as otherwise described in Schedule II and issued by
the Persons named therein.
  “Insolvency Proceeding” means,
with respect to any Person, that (a) such Person shall (i) admit in writing its
inability to pay its debts generally, or shall fail to pay its debts generally
as they become due; or (ii) make a general assignment for the benefit of
creditors; or (b) any proceeding shall be instituted or consented to by such
Person seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, or other similar official for
it or for any substantial part of its property; or (c) any such proceeding shall
have been instituted against such Person and either such proceeding shall not be
stayed or dismissed for 60 consecutive days or any of the actions referred to
above sought in such proceeding (including the entry of an order for relief
against it or the appointment of a receiver, trustee, custodian or other similar
official for it or any substantial part of its property) shall occur; or (d)
such Person shall take any corporate (or other Business Entity) action to
authorize any of the actions set forth above in this definition.
  “JPMCB” has the meaning set
forth in the Preamble.
  “Officer’s Certificate” means,
with respect to any Person, a certificate substantially in the form of Exhibit A
hereto, signed by the president, any vice-president, the treasurer or the chief
financial officer of such Person.
  “Payment Collateral” has the
meaning set forth in Section 5.01(c).
  “Pipeline Company Borrowers”
has the meaning set forth in the Preamble.
  “Pledged Accounts” has the
meaning set forth in Section 4.01(a).
  “Pledged Company” means any
issuer of the Initial Pledged Equity or any successor entity to any such issuer;
provided that, if all
of the Equity Interests issued by a Pledged Company and pledged by a Grantor to
the Collateral Agent hereunder are released from the Transaction Liens in
accordance with the terms of this Agreement and the Credit Agreement, then from
and after such release, such issuer shall no longer be a Pledged
Company.
  “Pledged Equity” has the
meaning set forth in Section 5.01(a)(ii).
  5 Exhibit D
 Third Amended and
Restated Credit Agreement
 “Pledged Financial Assets”
means all financial assets credited from time to time to the Pledged
Accounts.
  “Pledged Security Entitlement”
means all security entitlements with respect to the Pledged Financial
Assets.
  “Qualified Investments Account”
has the meaning set forth in Section 4.01(a)(iii).
  “Remaining Reinvestment Amount”
has the meaning set forth in Section 4.03(c).
  “Secured Hedging Agreement”
means any Hedging Agreement that (i) was entered into by any Borrower with a
Person which was at the time such Hedging Agreement was entered into a Lender or
an Affiliate of a Lender and (ii) either (A) is listed on Schedule V hereto or
(B) has been designated as a Secured Hedging Agreement by the Company in a
certificate signed by a Financial Officer delivered to the Collateral Agent and
the Administrative Agent which (I) identifies such Hedging Agreement, including
the name and address of the other party thereto (which must be a Lender or an
Affiliate of a Lender at the time of such designation), the notional amount
thereof and the expiration or termination date thereof, and (II) states that the
applicable Borrower’s obligations thereunder shall from and after the date of
delivery of such certificate be Secured Obligations for purposes hereof and of
the other Security Documents.
  “Secured Obligations” means,
with respect to each Grantor, the obligations, including all “Obligations” (as defined in
the Credit Agreement) and all “Guaranteed Obligations” (as
defined in the Subsidiary Guarantee Agreement) of such Grantor, under (a) the
Credit Agreement and/or the Subsidiary Guarantee Agreement, as applicable, (b)
this Agreement, (c) any other Loan Document to which such Grantor is a party,
(d) any Secured Hedging Agreement to which such Grantor is a party and (e) any
agreement relating to the refinancing of the obligations referred to in the
foregoing clauses (a) through (d), and in the case of each of clauses (a)
through (e) including interest accruing at any post-default rate and
Post-Petition Interest.
  “Secured Parties” means,
collectively, the Lenders, the Issuing Banks, the Administrative Agent, the
Collateral Agent, each counterparty to a Secured Hedging Agreement and each
other Person that is a holder of any Secured Obligations.
  “Security Collateral” has the
meaning set forth in in Section 5.01(a).
  6
 Exhibit D
 Third Amended and
Restated Credit Agreement
 “Subsidiary Grantor Payment
Collateral” has the meaning set forth in Section 5.01(b).
  “Subsidiary Grantors” has the
meaning set forth in the Preamble.
  “TGPC” has the meaning set
forth in the Preamble.
  “UCC” means the Uniform
Commercial Code as in effect from time to time in the State of New York; provided that, if perfection
or the effect of perfection or non-perfection or the priority of any Transaction
Liens on any Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than New York, “UCC” means the Uniform
Commercial Code as in effect from time to time in such other jurisdiction for
purposes of the provisions hereof relating to such perfection, effect of
perfection or non-perfection or priority.
  “Unused Cash Collateral” has
the meaning set forth in Section 4.02(c).
  (b)  Terms defined in
Article 8 or 9 of the UCC and/or in the Federal Book Entry Regulations are used
in this Agreement as such terms are defined in such Article 8 or 9 and/or the
Federal Book Entry Regulations.
  Section
1.02 .  Principles of
Interpretation.The definitions of terms herein shall apply
equally to the singular and plural forms of the terms
defined.  Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms.  The words
“include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”.  The word “will” shall be construed to
have the same meaning and effect as the word “shall”.  Unless the
context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and
assigns, (c) any reference herein to any Applicable Law means such Applicable
Law as amended, modified, codified, replaced, or reenacted, in whole or in part,
and in effect from time to time, including rules and regulations promulgated
thereunder and reference to any section or other provision of any Applicable Law
means that section or provision of such Applicable Law from time to time in
effect and any amendment, modification, codification, replacement, or
reenactment of such section or other provision, (d) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (e)
all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (f) the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, Equity Interests,
accounts and contract rights, and  all references to “days” shall mean calendar
days.  This Agreement is the result of negotiations among the parties
thereto and their respective counsel.  Accordingly, this Agreement
shall be deemed the product of all parties thereto, and no ambiguity in this
Agreement shall be construed in favor of or against any Credit Party or any
Secured Party.
  7 Exhibit D
 Third Amended and
Restated Credit Agreement
  ARTICLE
2
 [Reserved]
   ARTICLE
3
 Representations
And Warranties
  Section
3.01 .  Representations And
Warranties of The Credit Parties.Each Credit Party, with
respect to itself and its Subsidiaries, represents and warrants to the
Collateral Agent, for the benefit of the Secured Parties, that:
  (a)  With respect to any
Credit Party that is a Grantor:  (i) such Credit Party’s exact legal
name is correctly set forth in Schedule III, (ii) such Credit Party is located
(within the meaning of Section 9-307 of the UCC) and has its chief executive
office, in the state or jurisdiction set forth in Schedule III, (iii) the
information set forth in Schedule III with respect to such Credit Party is true
and accurate in all respects and (iv) such Credit Party has not, within the last
five years, changed its legal name, location, chief executive office, type of
organization, jurisdiction of organization or organizational identification
number from those set forth in Schedule III, except as disclosed in Schedule
IV.
  (b)  Such Credit Party
is duly organized or formed, validly existing and, if applicable, in good
standing in its jurisdiction of organization or formation.  Such
Credit Party possesses all applicable Business Entity powers and all other
authorizations and licenses necessary to engage in its business and operations
as now conducted, the failure to obtain or maintain which would have a Material
Adverse Effect.
  (c)  The execution,
delivery and performance by such Credit Party of the Security Documents to which
it is a party are within such Credit Party’s applicable Business Entity powers,
have been duly authorized by all necessary applicable Business Entity action,
and do not contravene  such Credit Party’s organizational documents or  any
material contractual restriction binding on or affecting such Credit
Party.
  8 Exhibit D
 Third Amended and
Restated Credit Agreement
 (d)  No authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority is required for the due execution, delivery and performance by such
Credit Party of any Security Document to which it is a party, except those
necessary to comply  with Applicable Laws in the ordinary course of such Credit
Party’s business or  with ongoing obligations of such Credit Party under the
Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of
the Credit Agreement.
  (e)  This Agreement
constitutes, and the other Security Documents when delivered shall constitute,
the legal, valid and binding obligations of each Credit Party that is a party
thereto, enforceable against such Credit Party in accordance with their
respective terms, except as may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally or by general principles of equity.
  (f)  With respect to any
Credit Party that is a Grantor, all Collateral pledged by such Credit Party
hereunder consisting of certificated securities has been delivered to the
Collateral Agent.
  (g)  With respect to any
Credit Party that is a Grantor, this Agreement is effective to create in favor
of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien
on, and security interest in, all right, title and interest of such Grantor in
the Collateral pledged by such Credit Party hereunder as security for the
Secured Obligations, prior and superior in right to any other Lien (except for
Collateral Permitted Liens), except in each case above as may be limited by any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally.  All financing statements have
been filed that are necessary to perfect any Transaction Lien that can be
perfected by the filing of such financing statements.  All actions
required by Section 5.03 to provide control to the Collateral Agent with respect
to Collateral pledged by such Credit Party hereunder for which control can be
established have been taken, including delivery of such Collateral consisting of
certificated securities to the Collateral Agent, duly endorsed for transfer or
accompanied by duly executed instruments of transfer.
  (h)  With respect to any
Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such
Credit Party to the Collateral Agent hereunder has (to the extent applicable)
been duly authorized and validly issued and is (to the extent applicable) fully
paid and non-assessable.  With respect to any Equity Interests pledged
by such Credit Party to the Collateral Agent hereunder that are uncertificated
securities, such Credit Party has caused the issuer thereof to agree in an
authenticated record with such Credit Party and the Collateral Agent that such
issuer will comply with instructions with respect to such uncertificated
securities originated by the Collateral Agent without further consent of such
Credit Party and has delivered a copy of such authenticated record to the
Collateral Agent.  If such Credit Party is a Pledged Company, such
Credit Party confirms that it has received notice of such security
interest.
  9 Exhibit D
 Third Amended and
Restated Credit Agreement
 (i)  With respect to any
Credit Party that is a Grantor, the Initial Pledged Equity as set forth on
Schedule II (as such schedule may be amended or supplemented from time to time)
pledged as Collateral by such Credit Party to the Collateral Agent hereunder
constitutes 100% of the issued and outstanding Equity Interests of each issuer
thereof.
  All representations
and warranties made by the Credit Parties herein, and in any other Security
Document delivered pursuant hereto, shall survive the execution and delivery by
the Credit Parties of the Security Documents.  The Credit Parties
shall deliver to the Collateral Agent amended and restated schedules (the “Amended Schedules”) to this
Agreement in the event that any information contained on the schedules attached
hereto becomes inaccurate.  Such Amended Schedules shall replace the
schedules provided by the Credit Parties on the Effective Date, and shall be
deemed the schedules to this Agreement. Each Credit Party will not change its
name, identity, corporate structure (including, without limitation, its
jurisdiction of formation) or the location of its registered office without (i)
giving the Collateral Agent at least 10 Business Days’ prior written notice
clearly describing such new name, identity, corporate structure or new location
and providing such other information in connection therewith as the Collateral
Agent may reasonably request, and (ii) taking all action satisfactory to the
Collateral Agent at the expense of such Credit Party as the Collateral Agent may
request to maintain the security interest of the Collateral Agent in the
Collateral intended to be granted hereby at all times fully perfected with the
same priority and in full force and effect.
   ARTICLE
4
 Pledged
Accounts
  Section
4.01 .  Creation of Pledged
Accounts.(a) The Collateral Agent is hereby directed by the
Company and each Grantor to cause to be established on or before the date hereof
with, and maintained thereafter by, the Depository Bank at its offices in New
York City, New York (ABA No. 021000021), in the name of the Collateral Agent as
entitlement holder and under the sole control and dominion of the Collateral
Agent and subject to the terms of this Agreement, the following segregated
securities accounts (collectively, the “Pledged
Accounts”):
  (i)  a master collateral
account, Account No. 10205184 (the “Collateral Account”), into
which Mandatory Asset Reduction Amounts will be deposited and to which Unused
Cash Collateral and certain amounts described in Section 4.03(f) will be
transferred;
  10 Exhibit D
 Third Amended and
Restated Credit Agreement
 (ii)  a cash collateral
account, Account No. 10205185 (the “Cash Collateral Account”),
into which certain amounts will be deposited in respect of Letters of Credit;
and
  (iii)  an account, Account
No. 10205186 (the “Qualified
Investments Account”), from which the Company, on behalf of the
Restricted Subsidiaries, may direct the Collateral Agent to direct the
Depository Bank to pay funds to the Company to make Qualified Investments as
permitted under the Loan Documents.
  (b)  Commencing with the
date hereof and continuing until the termination of the Transaction Liens in
accordance with Section 5.07(b), each Pledged Account shall be established and
maintained by the Depository Bank as a securities account or as a deposit
account at its offices in New York City, New York, in the name of and under the
sole dominion and control of the Collateral Agent; provided that the Cash
Collateral Account may be terminated at such time as:  (i) all Letters
of Credit shall have expired or been paid, settled, satisfied, released, or
otherwise terminated, (ii) all LC Disbursements shall have been reimbursed,
(iii) all LC Commitments and all commitments of the Lenders to participate in
Letters of Credit shall have been terminated and (iv) all amounts on deposit in
the Cash Collateral Account shall have been transferred to the Collateral
Account as Unused Cash Collateral, to be applied in accordance with Section 2.09
of the Credit Agreement and Section 6.02.  The Collateral Agent shall
cause each of the Pledged Accounts to be, and each Pledged Account shall be,
separate from all other accounts held by or under the control or dominion of the
Collateral Agent.  The Company irrevocably confirms the authority of
(and directs and authorizes) the Collateral Agent to, or to direct the
Depository Bank to, and the Collateral Agent agrees to, or to direct the
Depository Bank to, deposit into, or credit to, and transfer funds from the
Pledged Accounts to the Collateral Agent, the Administrative Agent, the other
Secured Parties and the Company (or its designee), in each case in accordance
with this Agreement and the other Loan Documents.
  (c)  The Credit Parties
acknowledge that the Collateral Agent may cause the Depository Bank to establish
subaccounts of the Qualified Investments Account, and that such subaccounts may,
at the Collateral Agent’s election, be either (i) actual, separate accounts or
(ii) notional accounts reflected in the Collateral Agent’s records as accounting
entries with respect to the actual Qualified Investments Account maintained by
the Depository Bank.  Each such subaccount shall constitute a Pledged
Account hereunder, and each actual subaccount shall be established and
maintained by the Depository Bank as a securities account at its offices in New
York City, New York, in the name of the Collateral Agent.
  11 Exhibit D
 Third Amended and
Restated Credit Agreement
 (d)  Unless otherwise
specified in this Agreement, all references to the Qualified Investments Account
shall include references to all subaccounts thereof, and such subaccounts shall
be subject to the same restrictions and limitations as the Qualified Investments
Account.
  (e)  The Company shall
not have any rights against or to moneys or funds on deposit in, or credited to,
the Pledged Accounts, as third-party beneficiary or otherwise, except the right
of the Company (a) to receive moneys or funds on deposit in, or credited to, the
Pledged Accounts, as required or permitted by this Agreement or by the
provisions of any other Loan Document (to the extent such provisions are not
inconsistent with this Agreement), and (b) to direct the Collateral Agent as to
the investment of moneys held in the Pledged Accounts as permitted by Section
4.05.  In no event shall any amounts or Cash Equivalents deposited
into, or credited to, any Pledged Account, be registered in the name of the
Company, payable to the order of the Company, or specially endorsed to the
Company, except to the extent that the foregoing have been specially endorsed to
the Depository Bank or endorsed in blank.
  Section
4.02 .  Cash Collateral
Account.(a) [Reserved].
  (b)  Amounts deposited
in the Cash Collateral Account shall be held therein, subject to the following
provisions:
  (i)  If any Letter of
Credit is drawn, in whole or in part, and not reimbursed by the applicable
Borrower within the period specified in Section 2.04(e) of the Credit Agreement,
the Issuing Bank with respect to such Letter of Credit may request, whereupon
the Collateral Agent shall within three Business Days after receipt of such
request, direct the Depository Bank to promptly distribute to such Issuing Bank
an amount equal to the lesser of (x) the amount of the LC Disbursement in
respect of such Letter of Credit that has not been reimbursed by or on behalf of
such Borrower and (y) the total amount available in the Cash Collateral Account
at such time.
  (ii)  Upon the request of
the Company at a time when no Event of Default is continuing, the Collateral
Agent shall direct the Depository Bank to distribute any funds in the Cash
Collateral Account (other than, prior to the Final Payment Date, funds deposited
in the Cash Collateral Account pursuant to Section 2.09(c) of the Credit
Agreement) to the Company (or to the Company’s designee) to be used by the
Company for general corporate purposes, or to be used by such designee for any
lawful purpose.
  (iii)  If an Event of
Default shall have occurred and be continuing, the Collateral Agent may, at the
direction of the Majority Lenders, apply funds in the Cash Collateral Account in
accordance with Section 6.02.
  12 Exhibit D
 Third Amended and
Restated Credit Agreement
 (c)  If any Letter of
Credit, or any portion thereof, has terminated, expired or otherwise been
released or satisfied undrawn and, as a result, the total amount of funds in the
Cash Collateral Account, as of such date, exceeds 105% of the aggregate amount
of LC Exposure, as of such date, then (i) the Collateral Agent shall, upon any
request therefor from the Company, direct the Depository Bank to transfer such
excess of funds on deposit in the Cash Collateral Account (any such amount,
“Unused Cash
Collateral”) into the Collateral Account; and (ii) such Unused Cash
Collateral shall be applied in accordance with Section 2.09 of the Credit
Agreement and Section 6.02.
  Section
4.03 .  Qualified Investments
Account.(a) If a FERC-Regulated Restricted Subsidiary
receives Net Cash Proceeds from the Disposition of a Covered Asset as described
in clause (d) of the definition of “Mandatory Asset Reduction
Event”, then the Company shall deposit, or cause to be deposited, into
the Collateral Account, within five days after such receipt, the amount, if any,
by which the portion of such Net Cash Proceeds that is not deemed to have been
invested in Qualified Investments described in clause (a)(ii) or (a)(iii) of the
definition thereof exceeds $100,000,000.
  (b)  If an Unregulated
Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a
Covered Asset as described in clause (d) of the definition of “Mandatory Asset Reduction
Event”, then the Company shall deposit, or cause to be deposited, into
the Collateral Account, within five days after such receipt, the portion of such
Net Cash Proceeds that is not deemed to have been invested in Qualified
Investments described in clause (b)(ii) or (b)(iii) of the definition
thereof.
  (c)  So long as no Event
of Default has occurred and is continuing within one Business Day after receipt,
the Collateral Agent shall direct the Depository Bank to transfer the funds
deposited into the Collateral Account pursuant to Section 4.03(c). or 4.03(b)
(in either case, for each Disposition, the “Remaining Reinvestment
Amount”) to the Qualified Investments Account.
  (d)  If funds are to be
transferred to the Qualified Investments Account pursuant to Section 4.03(c) and
after giving effect to such transfer the Qualified Investments Account would
contain funds in respect of the Covered Assets of more than one Restricted
Subsidiary, or in respect of more than one Covered Asset of a single Restricted
Subsidiary, the Collateral Agent shall cause the Depository Bank to establish
and maintain individual securities subaccounts, or the Collateral Agent shall
establish in its accounting records notional subaccounts (each, a “Qualified Investments
Subaccount”), in each case within the Qualified Investments Account, for
each such Restricted Subsidiary or each such Covered Asset.
  13 Exhibit D
 Third Amended and
Restated Credit Agreement
 (e)  For the period from
the initial transfer of the Remaining Reinvestment Amount to the Qualified
Investments Account, until the date, if ever, on which the failure of the
applicable Restricted Subsidiary to invest such Remaining Reinvestment Amount in
Qualified Investments, requires application of all or a portion thereof in
connection with a reduction of the Commitments pursuant to Section 2.07(d) of
the Credit Agreement, the Collateral Agent shall, at the written direction of
the Company from time to time, direct the Depository Bank to pay such funds on
deposit in the Qualified Investments Account (or any applicable Qualified
Investments Subaccount) to the Restricted Subsidiary identified by the Company
in the Officer’s Certificate described in the following sentence.  The
written direction described in the preceding sentence shall be accompanied by an
Officer’s Certificate (i) setting forth the name of the Restricted Subsidiary
whose Disposition of Covered Assets resulted in the deposit of the Remaining
Reinvestment Amount that is being requested to be paid pursuant to such written
direction, (ii) if such Restricted Subsidiary is a FERC-Regulated Restricted
Subsidiary, stating that all funds retained by such FERC-Regulated Restricted
Subsidiary pursuant to Section 2.07(d). from the Net Cash Proceeds of all
of its Dispositions of Covered Assets prior to the date of such certificate have
been, or (by making the currently proposed Qualified Investment(s)) will be,
used to make Qualified Investments, and (iii) describing the Qualified
Investment(s) to be made (or deemed made) by such Restricted Subsidiary with
such funds, pursuant to the definition of “Qualified
Investment”.  Notwithstanding the foregoing, the Company shall
have the right to direct that funds on deposit in the Qualified Investments
Account or any applicable Qualified Investments Subaccount be paid to a
FERC-Regulated Restricted Subsidiary in respect of new Qualified Investments
made or deemed made by such FERC-Regulated Restricted Subsidiary only if, on the
proposed date of such payment from the Qualified Investments Account or
applicable Qualified Investments Subaccount, the aggregate amount of Qualified
Investments made by such FERC-Regulated Restricted Subsidiary after April 16,
2003 equals or exceeds the sum of  the product of (x) $100,000,000
times (y) the number of such Dispositions of Covered Assets by such
FERC-Regulated Restricted Subsidiary that have resulted in a deposit in the
Collateral Account, plus  the aggregate Net Cash Proceeds of
Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary
after April 16, 2003 that have not resulted in deposits into the Collateral
Account.
  (f)  If a Mandatory
Asset Reduction Event described in clause (d) of the definition thereof shall
occur with the result that the Company is required to cause Loans to be prepaid
or Letters of Credit to be Cash Collateralized pursuant to Section 2.09(c) of
the Credit Agreement (a “2.09
Application”), the Collateral Agent shall direct the Depository Bank to
transfer (i) if such Mandatory Asset Reduction Event does not occur during the
pendency of an Event of Default, (A) an amount equal to the lesser of (x) the
required 2.09 Application and (y) 80% of the funds remaining in the Qualified
Investments Account (or the applicable Qualified Investments Subaccount) in
respect of the applicable Disposition of Covered Assets to the Collateral
Account to be applied in accordance with Section 2.09(c) of the Credit
Agreement, and (B) any remaining funds in the Qualified Investments Account (or
the applicable Qualified Investments Subaccount) to the Company, or as the
Company directs, to be used for general corporate purposes, or (ii) if such
Mandatory Asset Reduction Event occurs concurrently with or during the pendency
of an Event of Default, 100% of the funds remaining in the Qualified Investments
Account (and in all applicable Qualified Investments Subaccounts) in respect of
the applicable Disposition of Covered Assets to the Collateral Account to be
applied (x) to the extent of the required 2.09 Application, in accordance with
Section 2.09(c) of the Credit Agreement and (y) the balance, in accordance with
Section 6.02 hereof.
  14 Exhibit D
 Third Amended and
Restated Credit Agreement
 (g)  If following the
application of a Mandatory Asset Reduction Amount in accordance with Section
2.07(d) of the Credit Agreement and any prepayment of Loans or Cash
Collateralization of outstanding Letters of Credit in connection therewith
pursuant to Section 2.09(c) of the Credit Agreement, there are remaining funds
in the Qualified Investments Account attributable to such Mandatory Asset
Reduction Amount, the Collateral Agent shall direct the Depository Bank to
transfer such remaining funds (i) if no Event of Default exists at the time, to
the Company, or as the Company directs, to be used for general corporate
purposes, or (ii) if an Event of Default exists at the time, to the Collateral
Account to be applied in accordance with Section 6.02 hereof.
  (h)  The Collateral
Agent shall effectuate any transfer required pursuant to Section 4.03(f) or
4.03(g) by giving appropriate entitlement orders to the Depository
Bank.
  Section
4.04 .  Payments In
Trust.If, notwithstanding the instructions given or required
to be given in accordance with this Article 4, any payments required by any
Security Document to be remitted to the Collateral Agent are instead remitted to
the Company or its Affiliates (it being the intent and understanding of the
parties hereto that such payments are not to be made directly to the Company but
directly to the Collateral Agent for deposit into, or credit to, the relevant
Pledged Account for application in accordance with this Article 4), then, to the
fullest extent permitted by Applicable Law, the Company or such other Person
shall receive such payments into a constructive trust for the benefit of the
Secured Parties and subject to the Secured Parties’ security interest, and shall
(or shall use its best efforts to cause the Person receiving such payments to)
promptly remit them to the Collateral Agent for deposit into, or credit to, the
applicable Pledged Account designated by this Article 4.
  15 Exhibit D
 Third Amended and
Restated Credit Agreement
 Section
4.05 .  Investment of Funds In
Pledged Accounts.(a)The Collateral Agent
will promptly direct the Depository Bank to (i) invest amounts on deposit in, or
credited to, the Pledged Accounts, (ii) reinvest any interest paid on the
amounts referred to in clause above, and (iii) reinvest other proceeds of
any such amounts that may mature or be sold, in each case, in Cash Equivalents
which are deposited into, or credited to, such Pledged Account, in each case as
the Company may select and instruct the Collateral Agent, unless, to the
knowledge of the Collateral Agent, any Event of Default has occurred and is
continuing, in which event the Collateral Agent shall direct the Depository Bank
to invest such amounts in Cash Equivalents as the Collateral Agent may
direct.  If no Event of Default then exists, interest and proceeds
resulting from an investment of funds in any Pledged Account in Cash Equivalents
shall be, promptly upon request of the Company, transferred to the Company to be
used for general corporate purposes.  In addition, subject to any
instructions from the Company (if not during the pendency of an Event of
Default), the Collateral Agent shall have the right at any time to direct the
Depository Bank to exchange such Cash Equivalents for similar Cash Equivalents
of smaller or larger denominations.
  (b)  Unless it has
received instructions from the Company in accordance with this Section 4.05 as
to the investment of such funds, the Collateral Agent may direct the Depository
Bank to invest or reinvest any funds in any Pledged Account.  All
investments and reinvestments of funds in the Pledged Accounts shall be made in
the name of the Depository Bank.
  (c)  Whenever directed
to make a transfer of funds from any of the Pledged Accounts in accordance with
this Article 4, the Collateral Agent is hereby directed and authorized by the
Company, the Borrowers and the Grantors (for themselves and their respective
Subsidiaries) to direct the Depository Bank to liquidate (or cause to be
liquidated) Cash Equivalents (in order of their respective maturities with the
Cash Equivalents with the shortest maturities being liquidated first), to the
extent that, after application of all other funds available for such purpose
pursuant to this Article 4, the liquidation of any Cash Equivalent is necessary
to make such transfer.
  (d)  Neither the
Collateral Agent nor the Depository Bank shall (in the absence of gross
negligence or willful misconduct, as finally determined by a court of competent
jurisdiction) have any liability with respect to any interest, cost or penalty
on the liquidation of any Cash Equivalent pursuant to this Agreement, nor shall
the Collateral Agent (in the absence of gross negligence or willful misconduct,
as finally determined by a court of competent jurisdiction) have any liability
with respect to Cash Equivalents (including purchases or conversions of foreign
exchange) or moneys deposited into, or credited to, the Pledged Accounts (or any
losses resulting therefrom) invested in accordance with this Agreement. Without
limiting the generality of the foregoing, in the absence of gross negligence or
willful misconduct, as finally determined by a court of competent jurisdiction,
the Collateral Agent shall have no responsibility for any investment losses
resulting from the investment, reinvestment or liquidation of all or a portion
of funds in the Pledged Accounts, if the Collateral Agent has made such
investment, reinvestment or liquidation, as applicable, in accordance with this
Agreement.
  16
 Exhibit D
 Third Amended and
Restated Credit Agreement
 (e)  All references in
this Agreement to Pledged Accounts and to cash, moneys or funds therein or
balances thereof, shall include the Cash Equivalents in which such cash, moneys,
funds or balances are then invested and the proceeds thereof, and all financial
assets and security entitlements carried in or credited to such Pledged
Accounts.
  (f)  (i) Neither the
Collateral Agent nor any of its Affiliates assume any duty or liability for
monitoring the rating or performance of any Cash Equivalent.  Subject
to Section 4.06, in the event an investment selection is not made by the Company
in accordance with this Section 4.05, the funds in the Pledged Accounts shall
not be required to be invested but may be invested at the discretion of the
Collateral Agent, and the Collateral Agent shall not incur any liability for
interest or income thereon.  The Collateral Agent shall have no
obligation to cause the investment or reinvestment of the funds in the Pledged
Accounts on the day of deposit if all or a portion of such funds is deposited
with the Collateral Agent after 11:00 a.m. (New York City time) on such day of
deposit.  Instructions to invest or reinvest that are received after
11:00 a.m. (New York City time) will be treated as if received on the following
Business Day in New York.  Requests or instructions received after
11:00 a.m. (New York City time) by the Collateral Agent to liquidate all or a
portion of funds in any Pledged Account will be treated as if received on the
following Business Day in New York.
  (ii)  The Credit Parties
acknowledge that non-deposit investment products (A) are not obligations of, nor
guaranteed, by JPMCB or any of its Affiliates; (B) are not FDIC insured; and (C)
are subject to investment risks, including the possible loss of principal amount
invested.
  Section
4.06 .  Transfers From Accounts
During The Continuance of An Event of Default.During the
existence and continuance of an Event of Default, the Collateral Agent shall not
be obligated to accept any instructions from the Company with respect to any
transfer or withdrawal of funds on deposit in, or credited to, any Pledged
Account and, in such circumstances, the Collateral Agent may direct the
investment, transfer or withdrawal of funds in the Pledged Accounts without
further consent by the Company.
  Section
4.07 .  Reports, Certification
And Instructions.(a) The Collateral Agent shall maintain all
such accounts, books and records as may be necessary to properly record all
transactions carried out by it under this Agreement.  The Collateral
Agent shall permit the Company and its Affiliates and their authorized
representatives to examine such accounts, books and records; provided that any such
examination shall occur upon reasonable notice and during normal business
hours.
  17 Exhibit D
 Third Amended and
Restated Credit Agreement
 (b)  The Collateral
Agent shall deliver to the Company copies of the account statements for all
Pledged Accounts (including all subaccounts) for each month.  Such
account statements shall indicate, with respect to each such account, deposits,
credits and transfers, investments made and closing balances.  The
Collateral Agent shall provide any additional information or reports relating to
the Pledged Accounts and the transactions therein reasonably requested from time
to time by the Company or any Secured Party.
  (c)  Each time the
Company directs the Collateral Agent to make or cause to be made a transfer or
withdrawal from a Pledged Account, it shall be deemed to represent and warrant
for the benefit of the Collateral Agent and the other Secured Parties that such
transfer or withdrawal is being made in an amount, and shall be applied solely
for the purposes permitted by, and is and will otherwise be in accordance with,
this Agreement and the Credit Agreement.  Except to the extent any
officer or officers of the Collateral Agent responsible for the administration
of this Agreement has actual knowledge to the contrary, the Collateral Agent may
conclusively rely on, and shall incur no liability in so relying on, any such
direction.
  (d)  Notwithstanding any
provision to the contrary contained in this Agreement, all notices,
certifications, approvals, directions, instructions or other communication given
to the Collateral Agent with respect to any payments, transfers, credits,
deposits, withdrawals or investments with respect to, or otherwise relating to,
any Pledged Account, in each case, by the Company or by any other Secured Party
shall be given in writing, and the Collateral Agent shall not be required to
take any action with respect to any payments, transfers, credits, deposits,
withdrawals or investments unless it has received such written instructions
specifying the date, amount and Pledged Account with respect to which such
payment, transfer, credit, deposit, withdrawal or investment is to be
made.
  Section
4.08 .  Depository Bank
Undertakings.The Depository Bank hereby represents and
warrants to, and agrees with the Company and the Collateral Agent as
follows:
  (a)  The Depository Bank
(i) is a securities intermediary on the date hereof and (ii) so long as this
Agreement remains in effect and such Depository Bank remains the Depository Bank
hereunder, shall remain a securities intermediary, and shall act as such with
respect to the Company, the Collateral Agent, the Pledged Accounts and all of
the Account Collateral and any other property (including all financial assets
and security entitlements maintained or carried in the Pledged Accounts) from
time to time transferred to, credited to, deposited in, or maintained in the
Pledged Accounts.
  18
 Exhibit D
 Third Amended and
Restated Credit Agreement
 (b)  Each of the Pledged
Accounts is, and shall remain, and the Depository Bank shall maintain each of
the Pledged Accounts as, a securities account, with the Collateral Agent (and no
other Person) as the entitlement holder and under the sole dominion and control
of the Collateral Agent for the ratable benefit of the Collateral Agent and the
other Secured Parties.
  (c)  The Depository Bank
(i) has identified (and will continue to identify) the Collateral Agent for the
ratable benefit of the Secured Parties in its records as, and will treat the
Collateral Agent as (A) the sole Person having a security entitlement against
the Depository Bank with respect to the Pledged Accounts and the Account
Collateral from time to time carried in the Pledged Accounts, (B) the sole
entitlement holder against the Depository Bank with respect to each of the
Pledged Accounts, (C) the sole Person having dominion and control over each of
the Pledged Accounts and any and all assets, property and items from time to
time carried in such Pledged Accounts (including cash) and (D) the sole Person
entitled to exercise the rights with respect to the Pledged Accounts; and (ii)
has credited and will continue to credit such assets, property and items to the
Pledged Accounts in accordance with written instructions given pursuant to, and
the other terms and conditions of, this Agreement.
  (d)  All of the
property, including Account Collateral and cash, from time to time carried in or
credited to the Pledged Accounts, shall constitute financial assets, and the
Depository Bank shall treat all such property as financial assets under Article
8 of the UCC.
  (e)  Notwithstanding any
other provision in this Agreement to the contrary, the Depository Bank (i) shall
comply with any and all entitlement orders and other directions originated by,
and only by, the Collateral Agent in respect of the Pledged Accounts and the
Account Collateral from time to time carried therein without any further consent
or action by the Company or any other Person and (ii) shall not comply with the
entitlement orders of any other Person.
  (f)  The “securities
intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC)
of the Depository Bank is and will continue to be the State of New
York.
  (g)  To be binding on
the Depository Bank, all instructions by the Collateral Agent pursuant to this
Agreement with respect to the Account Collateral carried in the Pledged Accounts
must be given to the Depository Bank, and only pursuant to and subject to the
terms and conditions of this Agreement.
  19 Exhibit D
 Third Amended and
Restated Credit Agreement
 (h)  Anything herein to
the contrary notwithstanding, the Depository Bank will not be required to follow
any instruction that would violate any Applicable Law, decree, regulation or
order of any Governmental Authority (including any court or tribunal) or the
terms of this Agreement.
  (i)  The Depository Bank
has not entered into and will not enter into any agreement with any other Person
relating to the Pledged Accounts or any Pledged Financial Assets credited
thereto pursuant to which it has agreed or will agree to comply with entitlement
orders of such Person.  The Depository Bank has not entered into any
other agreement with the Company or any other Person purporting to limit or
condition the duties of the Depository Bank to comply with entitlement orders
originated by the Collateral Agent as set forth in Section 4.08(e).
  (j)  The Depository Bank
hereby permanently waives and releases any Lien, right of setoff or other right
it may have against the Pledged Accounts and any Pledged Financial Assets or
Pledged Security Entitlements carried in or credited to the Pledged Accounts and
any credit balance or cash in the Pledged Accounts, and agrees that it will not
assert any such Lien or other right in, to or against the Pledged Accounts or
any Pledged Financial Asset or Pledged Security Entitlement carried therein or
credited thereto, or any credit balance or cash in the Pledged
Accounts.
  (k)  The Depository Bank
will send copies of all statements and confirmations for and in respect of the
Pledged Accounts simultaneously to the Company and the Collateral
Agent.
  (l)  All securities or
other property underlying any financial assets consisting of Account Collateral
deposited in or credited to a Pledged Account shall be registered in the name of
the Depository Bank, endorsed to the Depository Bank or in blank or credited to
another securities account or securities accounts maintained in the name of the
Depository Bank, and in no case will any financial asset consisting of Account
Collateral deposited in or credited to a Pledged Account be registered in the
name of the Company, payable to the order of the Company or specially endorsed
to the Company, except to the extent the foregoing have been specially endorsed
by the Company to the Depository Bank or in blank.
  (m)  If any Person
(other than the Collateral Agent) asserts to the Depository Bank any Lien,
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant
of attachment, execution or similar process) against any Account Collateral, the
Depository Bank will as promptly as practicable thereafter notify the Company
and the Collateral Agent thereof.
  20 Exhibit D
 Third Amended and
Restated Credit Agreement
 Section
4.09 .  Force
Majeure.Neither the Collateral Agent nor the Depository Bank
shall incur any liability for not performing any act or fulfilling any
obligation hereunder by reason of any occurrence beyond its control (including
any provision of any present or future law or regulation or any act of any
Governmental Authority, any act of God, war or terrorism, or the unavailability
of the Federal Reserve Bank wire services or any electronic communication
facility).
  Section
4.10 .  Clearing
Agency.The Account Collateral in the Pledged Accounts may be
held by the Collateral Agent directly or through any clearing agency or
depository including the Federal Reserve/Treasury Book-Entry System for United
States and federal agency securities, and the Depository Trust Company
(collectively, the “Clearing
Agency”).  The Collateral Agent shall not have any
responsibility or liability for the actions or omissions to act on the part of
any Clearing Agency.  The Collateral Agent is authorized, for any
Collateral at any time held hereunder, to register the Collateral in the name of
one or more of its nominee(s) or the nominee(s) of any Clearing Agency in which
the Collateral Agent has a participant account, and such nominee(s) may sign the
name of any Credit Party and guarantee such signature in order to transfer
securities or certify ownership thereof to tax or other Governmental
Authorities.
  Section
4.11 .  Return of Funds to the
Company.Upon any request by the Company following the release
of the Transaction Liens in accordance with Section 5.07(b), the Collateral
Agent shall direct the Depository Bank to, and the Depository Bank shall
promptly pay, transfer and deliver to or to the order of the Company all moneys,
investments, and other property held in, or credited to, the Pledged Accounts,
in each case, in accordance with the instructions of the Company and at the
Company’s expense.
   ARTICLE
5
 Security
Interests
  Section
5.01 .  Grant of Security
Interests.(a)Each Subsidiary Grantor
hereby grants to the Collateral Agent, for the ratable benefit of the Secured
Parties, a security interest in such Subsidiary Grantor’s right, title and
interest in and to the following, in each case, as to each type of property
described below, whether now owned or hereafter acquired by such Subsidiary
Grantor, wherever located, and whether now or hereafter existing or arising
(collectively, the “Security
Collateral”):
  (i)  the Initial Pledged
Equity and the certificates, if any, representing the Initial Pledged Equity,
and all dividends, distributions, return of capital, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of, in exchange for, or in conversion of, any or all of the Initial
Pledged Equity and all subscription warrants, rights or options issued thereon
or with respect thereto;
  21 Exhibit D
 Third Amended and
Restated Credit Agreement
 (ii)  all additional
shares of stock and other Equity Interests of or in any Pledged Company from
time to time acquired by such Subsidiary Grantor in any manner (such shares and
other Equity Interests, together with the Initial Pledged Equity, being the
“Pledged Equity”), and
the certificates, if any, representing such additional shares or other Equity
Interests, and all dividends, distributions, return of capital, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
Pledged Equity and all subscription warrants, rights or options issued thereon
or with respect thereto;
  (iii)  all books and
records of such Grantor pertaining to the Security Collateral;
  (iv)  all supporting
obligations, general intangibles and contract rights (including rights under
limited liability company agreements, limited partnership agreements and any
other organizational or constituent documents pursuant to which Pledged Equity
has been issued or which sets out rights with respect thereto), warranties,
indemnities or guaranties, in each case to the extent relating to, or payable in
respect of, interests in the Security Collateral, and any tort claims (including
all commercial tort claims) arising in connection with interests in the Security
Collateral; and
  (v)  all proceeds of the
foregoing Security Collateral.
  (b)  Each Subsidiary
Grantor hereby grants to the Collateral Agent, for the ratable benefit of the
Secured Parties, a security interest in such Subsidiary Grantor’s right, title
and interest in and to the following (but excluding Excluded Subsidiary Grantor
Assets), in each case, as to each type of property described below, whether now
owned or hereafter acquired by such Subsidiary Grantor, wherever located, and
whether now or hereafter existing or arising (all such property in which a
security interest is granted under this Section 5.01(b) being, collectively, the
“Subsidiary Grantor Payment
Collateral”):
  (i)  all accounts and
payment intangibles owing to such Subsidiary Grantor by (A) any Pipeline Company
Borrower or (B) any other Grantor;
  (ii)  all instruments
owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any
other Grantor;
  22 Exhibit D
 Third Amended and
Restated Credit Agreement
 (iii)  all chattel paper
in respect of obligations payable to such Subsidiary Grantor with respect to
which the account debtor is (A) any Pipeline Company Borrower or (B) any other
Grantor; and
  (iv)  all proceeds of the
foregoing Subsidiary Grantor Payment Collateral.
  Notwithstanding the
foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the
Liens created under this Section 5.01(b) shall not encumber, (3) any a) accounts
owing to the Exempted Guarantor by the Company, b) payment intangibles owing to
the Exempted Guarantor by the Company, c) instruments owing to the Exempted
Guarantor by the Company or  chattel paper in respect of obligations
payable to the Exempted Guarantor with respect to which the account debtor is
the Company, or (B) any Excluded Payment Property of any Grantor (all of the
property described in clause (A) and (B) of this sentence being, collectively,
the “Excluded Subsidiary
Grantor Assets”).
  (c)  The Company hereby
grants to the Collateral Agent, for the ratable benefit of the Secured Parties,
a security interest in the Company’s right, title and interest in and to the
following (but excluding Excluded Payment Property of the Company), in each
case, as to each type of property described below, whether now owned or
hereafter acquired by the Company, wherever located, and whether now or
hereafter existing or arising (all such property in which a security interest is
granted under this Section 5.01(c) being, collectively, the “Company Payment Collateral”,
and together with the Subsidiary Grantor Payment Collateral, the “Payment
Collateral”):
  (i)  all accounts or
payment intangibles owing to the Company by (A) any Pipeline Company Borrower or
(B) any Grantor (other than the Exempted Guarantor);
  (ii)  all instruments
owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor
(other than the Exempted Guarantor);
  (iii)  all chattel paper
in respect of obligations payable to the Company with respect to which the
account debtor is (A) any Pipeline Company Borrower or (B) any Grantor
(other than the Exempted Guarantor); and
  (iv)  all proceeds of the
foregoing Company Payment Collateral.
  Notwithstanding the
foregoing, the Company Payment Collateral shall not include, and the Liens
created under this Section 5.01(c) shall not encumber, any Excluded Payment
Property of the Company.
  23 Exhibit D
 Third Amended and
Restated Credit Agreement
 (d)  Each Grantor hereby
grants to the Collateral Agent, for the ratable benefit of the Secured Parties,
a security interest in such Grantor’s right, title and interest in and to the
following, in each case, as to each type of property described below, whether
now owned or hereafter acquired by such Grantor, wherever located, and whether
now owned or hereafter existing or arising (collectively, the “Account
Collateral”):
  (i)  the Pledged
Accounts, all Pledged Financial Assets, all Pledged Security Entitlements and
all property, funds, interest, dividends, distributions, cash, instruments and
other property from time to time carried in or credited to any Pledged Account
or received, receivable or otherwise distributed in respect of or in exchange
for any or all of the foregoing, and all certificates and instruments, if any,
from time to time representing or evidencing the Pledged Accounts;
  (ii)  all promissory
notes, certificates of deposit, deposit accounts, checks and other instruments
delivered (or required to be delivered) to or otherwise possessed by the
Collateral Agent for or on behalf of such Grantor in connection with the Account
Collateral, including those received in substitution for or in addition to any
or all of the Account Collateral;
  (iii)  all interest,
dividends, distributions, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the Account Collateral;
  (iv)  all books and
records of such Grantor pertaining to any of the Account
Collateral;
  (v)  all supporting
obligations, general intangibles, contract rights, warranties, indemnities and
guaranties, in each case to the extent relating to, or payable in respect of,
the Account Collateral; and
  (vi)  all proceeds of the
foregoing Account Collateral.
  Section
5.02 .  Security For
Obligations.(a) In the case of each Grantor, the security
interests granted by such Grantor pursuant to Sections 5.01(a) through (d)
secure the payment and performance of all such Grantor’s Secured Obligations,
whether now existing or hereafter arising.
  (b)  Without limiting
the generality of subsection (a) of this Section 5.02, as to each Grantor, the
security interests granted by such Grantor pursuant to Sections 5.01(a) through
(d) secure the payment of all amounts that constitute part of such Grantor’s
Secured Obligations and would be owed by such Grantor but for the fact they are
unenforceable or not allowable due to the existence of an Insolvency Proceeding
involving such Grantor.
  24 Exhibit D
 Third Amended and
Restated Credit Agreement
 Section
5.03 .  Delivery And Control of
Collateral.(a) All certificates or instruments representing
or evidencing Security Collateral shall be delivered to and held by or on behalf
of the Collateral Agent pursuant hereto and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly indorsed instruments of
transfer or assignment in blank, all in form and substance reasonably
satisfactory to the Collateral Agent, but excluding checks, certificates of
title and other similar instruments.  If an Event of Default has
occurred and is continuing, the Collateral Agent shall have the right, in its
discretion and without notice to any Credit Party, to transfer to or to register
in the name of the Collateral Agent or any of its nominees any or all of the
Security Collateral, subject only to the revocable rights specified in Section
5.08.  In addition, the Collateral Agent shall have the right at any
time to exchange certificates or instruments representing or evidencing Security
Collateral for certificates or instruments of smaller or larger
denominations.
  (b)  With respect to any
Security Collateral in which any Grantor has any right, title or interest and
that constitutes an uncertificated security, such Grantor will cause the issuer
thereof to agree in an authenticated record with such Grantor and the Collateral
Agent that such issuer will comply with instructions with respect to such
Security Collateral originated by the Collateral Agent without further consent
of such Grantor, such authenticated record to be in form and substance
satisfactory to, and to be delivered to, the Collateral Agent.  With
respect to any Security Collateral in which any Grantor has any right, title or
interest and that is not an uncertificated security, upon the request of the
Collateral Agent, such Grantor will notify each such issuer of Pledged Equity
that such Pledged Equity is subject to the security interest granted
hereunder.
  (c)  Each Grantor shall
deliver to the Collateral Agent all Payment Collateral pledged by it that
constitutes instruments or tangible chattel paper, accompanied by duly indorsed
instruments of transfer or assignment in blank, which instruments of transfer or
assignment shall be in form reasonably satisfactory to the Collateral
Agent.
  Section
5.04 .  Further Assurances;
Etc.(a) Each Grantor agrees that from time to time, at the
expense of such Grantor, such Grantor will promptly do, execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register any and all
such further acts, pledge agreements, collateral assignments, account control
agreements, financing statements and continuations thereof, termination
statements, notices of assignment, transfers, certificates, assurances and other
instruments as the Collateral Agent or the Depository Bank may reasonably
require from time to time in order to (i) carry out more effectively the
purposes of the Security Documents with respect to the Collateral, (ii) to the
fullest extent permitted by Applicable Law, subject its right, title and
interest in and to the Collateral to the Transaction Liens, (iii) perfect and
maintain the validity and effectiveness of the Security Documents and the
validity, effectiveness and priority of the Transaction Liens and (iv) assure,
grant, collaterally assign, transfer, preserve, protect and confirm more
effectively unto the Secured Parties the rights granted or now or hereafter
stated to be granted to the Secured Parties in respect of the Collateral under
any Security Document or under any other instrument executed in connection with
any Security Document to which it is a party.  Without limiting the
generality of the foregoing, each Grantor will promptly with respect to
Collateral of such Grantor:  (A) execute or authenticate and file such
financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as the Collateral
Agent may reasonably request, in order to perfect and preserve the Transaction
Liens; (B) deliver and pledge to the Collateral Agent for benefit of the Secured
Parties certificates representing Security Collateral that constitutes
certificated securities, accompanied by undated stock powers indorsed in blank,
and deliver and pledge to the Collateral Agent for the benefit of the Secured
Parties all tangible chattel paper and all instruments constituting Collateral,
together with duly indorsed instruments of transfer or assignment in blank; (C)
take all action necessary to ensure that the Collateral Agent has control of
Collateral, if any, consisting of deposit accounts, as provided in Section 9-104
of the UCC, control of the Account Collateral as provided in Sections 8-106 and
9-106 of the UCC, and control of Payment Collateral consisting of electronic
chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the
Collateral Agent evidence that all other action that the Collateral Agent may
reasonably request as necessary or desirable to perfect and preserve Transaction
Liens has been taken.
  25 Exhibit D
 Third Amended and
Restated Credit Agreement
 (b)  Each Grantor hereby
authorizes the Collateral Agent to file one or more financing or continuation
statements, and amendments thereto, including one or more financing statements
indicating that such financing statements cover all right, title and interest of
such Grantor in and to the Collateral, in each case without the signature of
such Grantor.  The Collateral Agent shall provide a copy of each such
financing statement to each Grantor.  A photocopy or other
reproduction of this Agreement or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law.  Each Grantor ratifies its authorization for
the Collateral Agent to have filed such financing statements, continuation
statements or amendments filed prior to the date hereof.
  Section
5.05 .  Grantors Remain
Liable.Anything herein to the contrary notwithstanding, (a)
each Grantor shall remain liable under any contracts and agreements included in
such Grantor’s Collateral (including, with respect to Security Collateral, any
obligations under limited liability company agreements, limited partnership
agreements and any other organizational or constituent documents pursuant to
which Pledged Equity has been issued or which sets out obligations with respect
to Security Collateral) to the extent set forth therein to perform all of its
duties and obligations thereunder to the same extent as if this Agreement had
not been executed, (b) the exercise by the Collateral Agent of any of the rights
hereunder shall not release any Grantor from any of its duties or obligations
under the contracts and agreements included in the Collateral and (c) no Secured
Party shall have any obligation or liability under the contracts and agreements
included in the Collateral by reason of this Agreement or any other Security
Document, nor shall any Secured Party be obligated to perform any of the
obligations or duties of any Grantor thereunder or to take any action to collect
or enforce any claim for payment assigned hereunder.
  26 Exhibit D
 Third Amended and
Restated Credit Agreement
 Section
5.06 .  Additional Equity
Interests.(a)  Pledged
Equity.  Each Grantor agrees that (i) it will cause each
Pledged Company the Pledged Equity in which has been pledged by such Grantor
hereunder, not to issue any Equity Interests or other securities in addition to
or in substitution for the Pledged Equity issued by such Pledged Company, except
to such Grantor, (ii) it will pledge hereunder, immediately upon such Grantor’s
acquisition (directly or indirectly) thereof, any and all additional Equity
Interests issued by such Pledged Company, and (iii) it will cause all such
Equity Interests issued by such Pledged Company to be certificated securities
under Article 8 of the UCC and under Article 8 or Chapter 8 of the Uniform
Commercial Code as in effect in the jurisdiction of organization of such Pledged
Company; provided,
however, that this Section 5.06 shall not limit any Grantor’s rights
under Section 5.07(a)(ii).
  (b)  Ownership of Equity Interests in
Grantors.  The Company agrees and covenants that it will at all
times own, directly or indirectly, 100% of the outstanding Equity Interests
(including all voting, economic and other rights associated therewith) in each
Grantor, except for the rights of the Collateral Agent hereunder with respect to
the Equity Interests in any Grantor that is a Pledged Company.
  (c)  Ownership of Equity Interests in
Pledged Companies.  Each Grantor (including any successor
thereto pursuant to a merger or consolidation permitted under Section 6.05 of
the Credit Agreement) agrees and covenants that (i) it will at all times remain
a registered organization, as defined in Section 9-102(70) of the UCC, and (ii)
with respect to each Pledged Company in which such Grantor has pledged Equity
Interests hereunder, such Grantor will at all times own directly 100% of the
outstanding Equity Interests issued by such Pledged Company (including voting,
economic and other rights associated therewith), except to the extent permitted
under Section 6.04(a)(iv) of the Credit Agreement and except for the rights of
the Collateral Agent hereunder.
  Section
5.07 .  Release of
Collateral.(a) Partial Release of
Collateral.
  27 Exhibit D
 Third Amended and
Restated Credit Agreement
 (i)  Payments out of Pledged
Accounts.  Upon any payment of amounts out of any Pledged
Account (and not deposited into, or transferred to, another Pledged Account) to
(A) the Administrative Agent, the Collateral Agent or the Depository Bank in
respect of amounts due and payable hereunder to such Persons or other Secured
Parties, (B) any Secured Party or (C) the Company or any Restricted Subsidiary
(or any other Person designated in writing by the Company to the Collateral
Agent to receive such payment), in each case in accordance with the Security
Documents, the Transaction Liens on such amount shall be automatically released
without further action or consent by the Collateral Agent or any other Person
(including any Secured Party).
  (ii)  Release of Lien on
Collateral.  Upon the Disposition of any Collateral in a
transaction permitted under the Credit Agreement and the other Loan Documents,
the Transaction Liens on such Collateral shall be automatically released without
further action or consent by the Collateral Agent or any other Person (including
any other Secured Party).
  (b)  Full Release of
Collateral.  On the earlier of (A) the Final Payment Date or
(B) the date on which the requisite percentage of the Lenders have approved the
release of the Transaction Liens in accordance with Section 10.02 of the Credit
Agreement, the Transaction Liens shall be fully and automatically released
without further action by the Collateral Agent or any other Person (including
any other Secured Party), and all rights to the Collateral shall revert to the
applicable Grantor.
  (c)  Delivery of Releases and Return of
Collateral.  Upon the release of any Transaction Lien pursuant
to this Section 5.07, the Collateral Agent will, at the applicable Grantor’s
expense, (i) execute and deliver to such Grantor such release or releases
(including Uniform Commercial Code partial release or termination statements) as
such Grantor shall reasonably request to evidence such release, and (ii) deliver
to the applicable Grantors or their designees designated in writing to the
Collateral Agent such Collateral, including any Assets in the Pledged Accounts
and any certificates or instruments representing or evidencing any such
Collateral that is Security Collateral.
  Section
5.08 .  Voting Rights,
Dividends, Payments, Etc.(a) So long as no Event of Default
shall have occurred and be continuing:
  (i)  each Grantor shall
be entitled to exercise any and all voting and other consensual rights
pertaining to the Security Collateral (including rights relating to conversion
or exchange thereof) of such Grantor or any part thereof at any time and for any
purpose; provided that
such Grantor will not exercise or refrain from exercising any such right if such
action would violate this Agreement;
  28 Exhibit D
 Third Amended and
Restated Credit Agreement
 (ii)  except as provided
in Section 5.08(c), each Grantor shall be entitled to receive and retain any and
all cash dividends, interest and other cash distributions paid in respect of the
Security Collateral of such Grantor;
  (b)  each Grantor shall
be entitled to receive and retain all payments made on or in respect of Payment
Collateral pledged by such Grantor; and
  (i)  the Collateral
Agent will (A) execute and deliver (or cause to be executed and delivered) to
each Grantor all such proxies and other instruments as such Grantor may
reasonably request for the purpose of enabling such Grantor to exercise the
voting and other rights that it is entitled to exercise pursuant to paragraph
(i) above (including, in the case of a conversion or exchange of Pledged Equity,
the Collateral Agent’s delivering to the Pledged Company, as applicable, on
behalf of the applicable Grantor, the certificate(s) or instrument(s)
representing or evidencing any such Collateral for the purpose of effecting the
exchange of such certificate(s) or instrument(s) for new certificate(s) or
instrument(s)) and to receive the dividends, interest or other distributions
that it is authorized to receive and retain pursuant to paragraph (ii) above,
and (B) with respect to Payment Collateral, provide such instructions to account
debtors and Persons obligated to make payments on instruments as will enable
each Grantor to receive all payments it is authorized to receive and retain
pursuant to paragraph (b) above.  In the absence of instructions to
vote or exercise other rights, the Collateral Agent shall not be obligated and
shall incur no liability for its failure to take any action in respect of such
rights.
  (c)  The Collateral
Agent shall be entitled to receive (whether or not an Event of Default has
occurred and is continuing), (i) all non-cash dividends and distributions
(including distributions upon conversion or exchange of Security Collateral)
paid in respect of Security Collateral, which shall be held by the Collateral
Agent as Security Collateral, and (ii) all cash dividends, interest and other
cash distributions in respect of Security Collateral distributed in exchange
for, in redemption of, or in connection with a partial or total liquidation or
dissolution or with a reduction of capital, capital surplus or paid-in-surplus,
which distributions described in this clause (ii) shall be deposited in the
Collateral Account and held and administered as Account Collateral, provided, however, that a
Credit Related Party that receives a dividend from a FERC-Regulated Restricted
Subsidiary shall not be required to deliver such funds to the Collateral Agent
so long as (x) such funds are not proceeds of a Mandatory Asset Reduction Event
and (y) such funds are otherwise transferred to the Company.  Each
issuer of Pledged Equity that is a party to this Agreement agrees to pay and
deliver all dividends, distributions and interest described in this Section
5.08(c) on such Pledged Equity directly to the Collateral Agent.  With
respect to any Pledged Equity issued in conversion or exchange of Pledged Equity
issued by an issuer that is not a Pledged Company, the Grantor that has pledged
such Pledged Equity shall instruct the issuer to deliver directly to the
Collateral Agent the Pledged Equity so issued in the exchange or
conversion.  Any and all dividends, distributions and interest
described in this Section 5.08(c) that are received by a Grantor contrary to the
provisions of this Section 5.08(c), shall be received in trust for the benefit
of the Collateral Agent, shall be segregated from the other property or funds of
such Grantor, and shall promptly be delivered or paid over to the Collateral
Agent and held and administered as above provided in this Section
5.08(c).
  29 Exhibit D
 Third Amended and
Restated Credit Agreement
 (d)  Upon the occurrence
and during the continuance of any Event of Default:
  (i)  all rights of each
Grantor to exercise or refrain from exercising the voting and other consensual
rights that it would otherwise be entitled to exercise pursuant to Section
5.08(a)(i) shall, upon delivery by the Collateral Agent to such Grantor of a
written notice of such Event of Default, cease, and all such rights shall
thereupon become vested in the Collateral Agent, which shall thereupon have the
sole right to exercise or refrain from exercising such voting and other
consensual rights;
  (ii)  all rights of each
Grantor to receive the dividends, interest and other distributions that it would
otherwise be authorized to receive and retain pursuant to Section 5.08(a)(ii)
shall, upon delivery by the Collateral Agent to such Grantor of a written notice
of such Event of Default, cease, and all such rights shall thereupon become
vested in the Collateral Agent, and any and all such cash dividends, interest
and other cash distributions received by such Grantor shall be promptly
delivered to the Collateral Agent who shall cause the Depository Bank to deposit
same in a subaccount of the Cash Collateral Account to be administered in
accordance with Section 4.02(b)(iii).  With respect to any issuer of
Pledged Equity that is a party to this Agreement, upon delivery by the
Collateral Agent to such issuer of a written notice of such Event of Default,
such issuer shall thereafter pay and deliver all dividends, distributions and
interest described in this Section 5.08(d)(ii) directly to the Collateral Agent,
until such issuer has received written notice from the Collateral Agent that
such Event of Default no longer exists.  Each Grantor that has granted
a security interest in Pledged Equity under this Agreement in an issuer that is
not a party to this Agreement, agrees to cause such issuer to pay and deliver
all dividends, distributions and interest described in this Section 5.08(d)(ii)
directly to the Collateral Agent.  Any such dividends, interest and
distributions received by a Grantor contrary to the provisions of this Section
5.08(d)(ii) shall be received in trust for the benefit of the Collateral Agent,
shall be segregated from the other funds of such Grantor and shall be promptly
paid over to the Collateral Agent who shall cause the Depository Bank to deposit
same in a subaccount of the Cash Collateral Account to be administered as above
provided in this Section 5.08(d)(ii); and
  30 Exhibit D
 Third Amended and
Restated Credit Agreement
 (iii)  all rights of each
Grantor to receive the payments on Payment Collateral that it would otherwise be
authorized to receive and retain pursuant to Section 5.08(b) shall, upon
delivery by the Collateral Agent to the Grantors and the Pipeline Company
Borrowers of a written notice of such Event of Default, cease and thereafter all
such payments shall be made by the Grantor or the Pipeline Company Borrower, as
applicable, that is the account debtor or Person obligated to make payment on
such Payment Collateral, directly to the Collateral Agent, who shall cause the
Depository Bank to deposit same in a subaccount of the Cash Collateral Account
to be administered in accordance with Section 4.02(b)(iii).  Any such
payments received by a Grantor contrary to the provisions of this Section
5.08(d)(iii) shall be received in trust for the benefit of the Collateral Agent,
shall be segregated from the other funds of such Grantor and shall be promptly
paid over by such Grantor to the Collateral Agent who shall cause the Depository
Bank to deposit same in a subaccount of the Cash Collateral Account to be
administered in accordance with this Section 5.08(d)(iii).
  Section
5.09 .  The Collateral Agent
Appointed Attorney-in-fact.Each Grantor hereby irrevocably
appoints the Collateral Agent such Grantor’s attorney-in-fact, with full
authority in the place and stead of such Grantor and in the name of such Grantor
or otherwise, from time to time, in the Collateral Agent’s discretion, to take
any action and to execute any instrument that the Collateral Agent may deem
necessary or advisable to accomplish the purposes of this Agreement and any
other Security Document with respect to the Collateral and the Collateral
Agent’s rights and remedies with respect thereto, including:
  (a)  to ask for, demand,
collect, sue for, recover, compromise, receive and give acquittance and receipts
for moneys due and to become due under or in respect of any of the
Collateral;
  (b)  to receive, indorse
and collect any drafts or other instruments, documents and chattel paper, in
connection with clause (a) above; and
  (c)  to file any claims
or take any action or institute any proceedings that the Collateral Agent may
deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce the rights of the Collateral Agent and any other Secured
Party with respect to any of the Collateral;
  31 Exhibit D
 Third Amended and
Restated Credit Agreement
 provided that the Collateral
Agent shall not exercise the power and authority granted to it pursuant to this
Section 5.09 except during such period as an Event of Default has occurred and
is continuing.
  Section
5.10 .  Netting of
Accounts.Notwithstanding any other provision of this
Agreement or the Credit Agreement, so long as no Event of Default has occurred
and in continuing, any Credit Related Party may reduce (through the exercise of
set-off or similar rights) the principal amount of any accounts, payment
intangibles, instruments or chattel paper owed by it to another Credit Related
Party by the amount of any accounts, payment intangibles, instruments or chattel
paper owed to it or any of its Subsidiaries by such other Credit Related Party
or any Subsidiaries of such other Credit Related Party.
   ARTICLE
6
 Remedies
And Enforcement`
  Section
6.01 .  Remedies And
Enforcement.(a)At such time as any
Event of Default has occurred and is continuing, the Collateral Agent shall have
the right to take such actions as are necessary or appropriate to enforce,
implement and administer the provisions hereof or of any other Security Document
that are applicable to any period during which an Event of Default has occurred
and is continuing, and without limiting the foregoing, the Collateral Agent
shall have and may exercise, enforce, implement and administer all rights,
privileges, powers, benefits and remedies granted to or arising in favor of the
Collateral Agent under such provisions with respect to any such Event of
Default, including in each case referenced above the provisions of Section
4.02(b)(iii), 4.03(f), 4.05(a), 4.06, 5.03(a), 5.08, and 5.09, with respect to
any Net Cash Proceeds constituting Mandatory Asset Reduction Amounts, the
application or non-application of funds in Pledged Accounts, deposits or
transfers of funds into or from Pledged Accounts or subaccounts thereof,
delivery of funds from Pledged Accounts to the Collateral Agent, the right to
direct investments, voting rights with respect to Security Collateral and powers
of attorney.
  (b)  At such time as an
Event of Default has occurred and is continuing, the Collateral Agent shall have
and in its discretion may exercise any or all of the following rights and
remedies:
  (i)  Enforcement
Actions.  The Collateral Agent may take any Enforcement Action
or Enforcement Actions (at such times, places and by such methods, as the
Collateral Agent shall determine, including any actions incidental to carrying
out any such Enforcement Action) in order to enforce the Security Documents and
to realize upon the Collateral or, in the case of any Insolvency Proceeding
against the Company or any of its Subsidiaries, seeking to enforce the claims
and/or Transaction Liens, including claims under the Security
Documents.
  32 Exhibit D
 Third Amended and
Restated Credit Agreement
 (ii)  Sale; Incidents of
Sale.  The Grantors agree that, to the extent notice of sale
shall be required by Applicable Law with respect to the Disposition of any
Collateral, at least ten days’ notice to the Company of the time and place of
any public Disposition or the time after which any private Disposition is to be
made shall constitute reasonable notification.  The Collateral Agent
shall not be obligated to make any Disposition of Collateral regardless of
notice of Disposition having been given.  The Collateral Agent may
adjourn any public or private Disposition from time to time by announcement at
the time and place fixed therefor, and such Disposition may, without further
notice, be made at the time and place to which it was so
adjourned.  With respect to any Disposition of any of the Collateral
made or caused to be made by the Collateral Agent, whether made under the power
of Disposition hereby given or pursuant to judicial proceedings, to the extent
permitted by Applicable Law:
  (A)  Any Secured Party,
the Company, and any of the Company’s Affiliates (including any Grantor) may bid
for, and purchase, the Collateral offered for sale, and, upon compliance with
the terms of sale and Applicable Law, may hold and Dispose of such property;
and
  (B)  Pursuant to the
power of attorney granted under Section 5.09(a), the Collateral Agent may, but
shall not be obligated to, make all necessary deeds, bills of sale and
instruments of assignment and transfer covering the Collateral Disposed of, and
for that purpose the Collateral Agent may execute all necessary deeds, bills of
sale and instruments of assignment and transfer, and may substitute one or more
Persons with like power.
  (iii)  Collateral Agent May File Proofs of
Claim.  In case of the pendency of any Insolvency Proceeding
relative to the Company or any of its Subsidiaries or the Collateral, the
Collateral Agent (irrespective of whether any of the outstanding Secured
Obligations shall then be due and payable) shall be entitled and empowered (but
not obligated), by intervention in such proceeding or otherwise, (A) to file and
prove a claim for the whole amount of the Secured Obligations owing and unpaid
in order to protect the rights of the Secured Parties under the Security
Documents and with respect to the Collateral, and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Collateral Agent (including any claim for the reasonable compensation,
disbursements and advances of the Collateral Agent in its individual or trust
capacity and its agents and counsel) and of any other Secured Parties in respect
of the Security Documents and the Collateral allowed in such judicial proceeding
and (B) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Secured Party to
make payments with respect to such claims to the Collateral Agent.
  33 Exhibit D
 Third Amended and
Restated Credit Agreement
 (iv)  Collateral Agent May Enforce
Claims.  All rights of action and claims under this Agreement
and the other Security Documents may be prosecuted and enforced by the
Collateral Agent; provided that the Collateral
Agent is also hereby appointed as agent for the other Secured Parties for the
purposes of protecting their interests in and to any portion of the Collateral
and under the Security Documents, and the Collateral Agent shall take such
action solely as agent for the Secured Parties.
  Section
6.02 .  Application of
Proceeds.If an Event of Default shall have occurred and be
continuing and the Collateral Agent applies (i) any cash held in the Pledged
Accounts or (ii) the proceeds of any Disposition of all or any part of the
Collateral, such cash and/or proceeds shall be applied to the Secured
Obligations in the following order of priorities:
  first,           to
pay the expenses of such Disposition, including reasonable compensation to
agents of and counsel for the Collateral Agent, and all expenses, liabilities
and advances incurred or made by the Collateral Agent in connection with the
Security Documents, and any other amounts then due and payable to the Collateral
Agent in its capacity as such pursuant to Section 9.01 hereof or Section 10.03
of the Credit Agreement;
  second, to pay the unpaid
principal of all Borrowings and all unreimbursed LC Disbursements and to Cash
Collateralize all outstanding Letters of Credit, all ratably until the principal
of all Borrowings and all unreimbursed LC Disbursements shall have been paid in
full and all Letters of Credit shall have been Cash Collateralized;
  third, to pay all other
amounts owed under the Credit Agreement and the other Loan Documents ratably,
until all such other amounts shall have been paid in full;
  fourth, to pay all other
Secured Obligations ratably, until payment in full of all such other Secured
Obligations shall have been made; and
  34 Exhibit D
 Third Amended and
Restated Credit Agreement
 finally, to pay to the
relevant Grantor, or as a court of competent jurisdiction may direct, any
surplus then remaining from the proceeds of the Collateral owned by
it;
  provided that Collateral
owned by a Subsidiary Grantor and any proceeds thereof shall be applied pursuant
to the foregoing clauses first, second, third and fourth only to the extent
permitted by the limitation in Section 2.01(b) of the Subsidiary Guarantee
Agreement.  The Collateral Agent may make such distributions hereunder
in cash or in kind or, on a ratable basis, in any combination
thereof.
  Section
6.03 .  Other Remedies of
Secured Parties.Except as the same relates to the Collateral
or as otherwise expressly prohibited by this Agreement or any other Security
Document, each Secured Party may exercise any right or power, enforce any
remedy, give any direction, consent or waiver or make any determination, under
or in respect of any provision of any Financing Document to which it is a
party.  Notwithstanding the foregoing, no Secured Party other than the
Collateral Agent shall have the right to take any Enforcement Action with
respect to the Collateral or the Subsidiary Guarantee Agreement or seek to
exercise and enforce the Transaction Liens, and all such Enforcement Actions
shall be effected solely through the Collateral Agent.  No reference
in this Agreement to the Collateral Agent’s making a demand for payment under
the Subsidiary Guarantee Agreement shall be construed to mean that such a demand
is required in order to cause any obligation under the Subsidiary Guarantee
Agreement to become due and payable, it being understood that obligations under
the Subsidiary Guarantee Agreement shall become due and payable at such times as
they become due and payable under the terms of the Subsidiary Guarantee
Agreement.
   ARTICLE
7
 Depository
Bank
  Section
7.01 .  Depository
Bank.The provisions of Article 9 of the Credit Agreement
shall inure to the benefit of the Depository Bank to the same extent as if it
were named as an Agent therein.
  35 Exhibit D
 Third Amended and
Restated Credit Agreement
  ARTICLE
8
 [Reserved]
   ARTICLE
9
 Miscellaneous
  Section
9.01 .  Indemnity And
Expenses.(a)Each Credit Party
agrees to indemnify (without duplication), defend and save and hold harmless
each of the Collateral Agent, the Depository Bank and the Secured Parties and
each of their Affiliates and their respective officers, directors, employees,
agents and advisors (each, an “Indemnified Party”) from and
against, and shall pay, any and all claims, damages, losses, liabilities and
expenses (including reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with (i) this Agreement or the other Security
Documents, or (ii) as a result of the execution or delivery of this Agreement or
the other Security Documents or the performance by the Credit Parties hereto and
thereto of their respective obligations hereunder and thereunder, except in each
case of clause (i) and (ii), as to any particular Indemnified Party, to the
extent such claim, damage, loss, liability or expense is found in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from, or to be attributable to, the gross negligence or willful misconduct of
such Indemnified Party or its employees or agents.  The
indemnification provisions of this Section 9.01(a) are not intended to
constitute a guaranty of payment of any principal, interest, facility or
commitment fees, rental or other lease payments, or analogous amounts, under any
Secured Obligations;provided that nothing in this Section 9.01(a) shall limit the liability
of any Credit Party for the payment of any Secured Obligation, to the extent
such liability arises under any other Financing Document, including any
liability arising under this Agreement.
  (b)  Each Credit Party
will pay to the Collateral Agent the amount of any and all reasonable
out-of-pocket expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, that the Collateral Agent may incur in
connection with (i) the administration of this Agreement and the other Security
Documents, (ii) the custody, preservation, or the sale of, collection from or
other realization upon, any of the Collateral of such Credit Party, (iii) the
exercise or enforcement of any of the rights of the Collateral Agent or any
other Secured Party hereunder, or (iv) the failure by such Credit Party to
perform or observe any of the provisions hereof required to be performed or
observed by it.
  (c)  The indemnities
provided by the Credit Parties pursuant to this Agreement shall survive the
expiration, cancellation, termination or modification of this Agreement or the
other Security Documents, the resignation or removal of the Collateral Agent,
Depository Bank or Secured Parties and the provision of any subsequent or
additional indemnity by any Person.
  36 Exhibit D
 Third Amended and
Restated Credit Agreement
 (d)  All amounts due
under this Section 9.01 shall be payable not later than 30 days after the
delivery of written demand to the Company therefor.
  Section
9.02 .  Amendments; Waivers,
Etc.No amendment, modification or waiver of any provision of
this Agreement or any other Security Document, and no consent with respect to
any departure by the Collateral Agent, any other Secured Party or any Credit
Party herefrom or therefrom, shall be effective unless the same shall be in
writing and signed by the Credit Parties and the Collateral Agent in accordance
with the Credit Agreement.  Any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
  Section
9.03 .  Security Interest
Absolute And Waivers.(a) The obligations of each Credit Party
under or in respect of this Agreement or any other Security Document to which
such Credit Party is a party are independent of the Secured Obligations or any
other obligations of any other Credit Party under or in respect of the Financing
Documents, and a separate action or actions may be brought and prosecuted by the
Collateral Agent against each Credit Party to enforce this Agreement or any
other Security Document to which such Credit Party is a party, irrespective of
whether any action is brought against the Company or any other Credit Party or
whether the Company or any other Credit Party is joined in any such action or
actions.  All rights of the Collateral Agent and the other Secured
Parties and the Liens granted by the Grantors hereunder, and all obligations of
each Credit Party hereunder, shall be unaffected by, and each Credit Party
hereby irrevocably waives (to the maximum extent permitted by applicable law)
any defenses to its obligations under the Security Documents that it may now
have or may hereafter acquire, which defenses in any way relate to, any or all
of the following:
  (i)  any lack of
validity or enforceability of any Financing Document or any other agreement or
instrument relating thereto;
  (ii)  any change in the
time, manner or place of payment of, or in any other term of, all or any of the
Secured Obligations or any other obligations of any Credit Party under or in
respect of the Financing Documents or any other amendment or waiver of or any
consent to any departure from any Financing Document, including any increase in
the Secured Obligations resulting from the extension of additional credit to any
Credit Party or any of its Subsidiaries or otherwise;
  (iii)  any Condemnation,
exchange, release or non-perfection of any Collateral or any other collateral,
or any release, amendment or waiver of, or consent to, or departure from any
Guaranty of all or any of the Secured Obligations;
  37 Exhibit D
 Third Amended and
Restated Credit Agreement
 (iv)  any manner of
application of any Collateral or any other collateral, or proceeds thereof, to
all or any of the Secured Obligations, or any manner of sale or other
disposition of any Collateral or any other collateral for all or any of the
Secured Obligations or any other obligations of any Credit Party under or in
respect of the Financing Documents or any other assets of any Credit Party or
any of its Subsidiaries;
  (v)  any change,
restructuring or termination of the corporate structure or existence of any
Credit Party or any of its Subsidiaries;
  (vi)  any failure of any
Secured Party to disclose to any Credit Party any information relating to the
business, condition (financial or otherwise), operations, performance, assets,
nature of assets, liabilities or prospects of any other Credit Party now or
hereafter known to such Secured Party (each Credit Party waiving any duty on the
part of the Secured Parties to disclose such information);
  (vii)  the failure of any
other Person to execute or deliver this Agreement or any other Security
Document, guaranty or agreement or the release or reduction of liability of any
Credit Party or other grantor or surety with respect to the Secured Obligations;
or
  (viii)  any other
circumstance (including any statute of limitations) or any existence of or
reliance on any representation by any Secured Party that might otherwise
constitute a defense available to, or a discharge of, such Credit Party or any
other Credit Party or third party grantor of a secured interest, but
specifically excluding any defense or discharge arising as a result of
performance or indefeasible payment.
  (b)  This Agreement
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of any of the Secured Obligations is rescinded or must
otherwise be returned by any Secured Party or by any other Person upon the
insolvency, bankruptcy or reorganization of any Credit Party or otherwise, all
as though such payment had not been made.
  (c)  Each Credit Party
hereby unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, notice of intent to accelerate, acceleration, protest or dishonor and
any other notice with respect to any of the Secured Obligations and this
Agreement or any other Security Document to which such Credit Party is a party
and any requirement that any Secured Party protect, secure, perfect or insure
any Lien or any property subject thereto or exhaust any right or take any action
against any Credit Party or any other Person or any Collateral.
  38 Exhibit D
 Third Amended and
Restated Credit Agreement
 (d)  Each Credit Party
hereby unconditionally and irrevocably waives any right to revoke this Agreement
or any other Security Document to which such Credit Party is a party and
acknowledges that this Agreement or any other Security Document to which such
Credit Party is a party is continuing in nature and applies to all Secured
Obligations, whether existing now or in the future.
  (e)  Each Credit Party
hereby unconditionally and irrevocably waives (i) any defense arising by reason
of any claim or defense based upon an election of remedies by the Collateral
Agent that in any manner impairs, reduces, releases or otherwise adversely
affects the subrogation, reimbursement, exoneration, contribution or
indemnification rights of such Credit Party or other rights of such Credit Party
to proceed against any other Credit Party, any other guarantor or any other
Person or any Collateral and (ii) any defense based on any right of set-off or
counterclaim against or in respect of the obligations of such Credit Party
hereunder.
  (f)  Each Credit Party
and each of the Secured Parties confirms that it is the intention of all such
Persons that this Agreement, the other Security Documents and the obligations of
each Credit Party hereunder or thereunder do not constitute a fraudulent
transfer or fraudulent conveyance for purposes of the Bankruptcy Code, the
Uniform Fraudulent Conveyance Act, the Uniform  Fraudulent Transfer
Act or any similar foreign, federal or state law to the extent applicable to
this Agreement, any other Security Document and the obligations of each Credit
Party hereunder or thereunder or in connection with any Insolvency Proceeding in
respect of any Credit Party.  To effectuate the foregoing intention,
the Collateral Agent, the other Secured Parties and the Subsidiary Grantors
hereby irrevocably agree that the obligations of each Subsidiary Grantor under
this Agreement and the other Security Documents at any time shall not exceed the
maximum amount as will result in the obligations of such Subsidiary Grantor
under this Agreement and the other Security Documents not constituting a
fraudulent transfer or fraudulent conveyance (after giving effect to Section
2.02 of the Subsidiary Guarantee Agreement).
  (g)  Each Credit Party
acknowledges that it will receive substantial direct and indirect benefits from
the financing arrangements contemplated by the Security Documents and that the
waivers set forth in this Section 9.03 are knowingly made in contemplation of
such benefits.
  Section
9.04 .  Notices;
Etc.(a)Except in the case of
notices and other communications expressly permitted to be given by telephone
(and subject to paragraph (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:
  39 Exhibit D
 Third Amended and
Restated Credit Agreement
 (i)  if to the Company,
any Pipeline Borrower or the Collateral Agent, to it at its address specified in
or pursuant to Section 10.01 of the Credit Agreement;
  (ii)  if to any Grantor,
to it c/o the Company at the address specified in or pursuant to clause (i)
above;
  (iii)  if to the
Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust
Services, 4 New York Plaza, 21st Floor, New York, New York 10004, Attention of
Linda Ramos-McCollum (Telecopy No. (212) 623-6168.
  (b)  Notices and other
communications among the Secured Parties, the Collateral Agent and/or the
Depository Bank hereunder may be delivered or furnished by electronic
communications.  The Administrative Agent or a Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that approval of
such procedures may be limited to particular notices or
communications.
  (c)  Any party hereto
may change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto.  All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given and effective, if sent by
mail or courier on the date of delivery thereof to the address specified herein
for such notice, or if by telecopier when the answerback is received or if by
other means, on the date of receipt; providedthat a notice given
by telecopier or electronic communication in accordance with this Section 9.04
but received on any day other than a Business Day or after business hours in the
place of receipt, will be deemed to be received on the next Business Day in that
place.
  Section
9.05 .  Continuing Security
Interest; Assignments.This Agreement and each other Security
Document shall create a continuing security interest in the Collateral and shall
(a) remain in full force and effect until terminated in accordance with its
terms, (b) be binding upon each Credit Party, its successors and assigns and (c)
inure, together with the rights and remedies of the Collateral Agent hereunder,
to the benefit of the Secured Parties and their respective successors,
transferees and assigns.  Without limiting the generality of the
foregoing clause (c), each Secured Party may assign, sell or otherwise transfer
all or any portion of its rights and obligations in respect of any Secured
Obligations held by it to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to such
Secured Party herein or otherwise, in each case subject to the Financing
Documents.
  40 Exhibit D
 Third Amended and
Restated Credit Agreement
 Section
9.06 .  [Reserved].
  Section
9.07 .  Execution In
Counterparts.This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to
this Agreement by telecopier shall be effective as delivery of an original
executed counterpart of this Agreement.
  Section
9.08 .  Severability.If
any provision of this Agreement shall be invalid, illegal or unenforceable, then
to the extent permitted by law, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
  Section
9.09 .  Integration.This
Agreement and the other Financing Documents represent the agreement of the
parties hereto with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by any party relative to
subject matter hereof not expressly set forth or referred to herein or in the
other Financing Documents.
  Section
9.10 .  No
Partnership.Nothing contained in this Agreement and no action
by any Secured Party is intended to constitute or shall be deemed to constitute
the Secured Parties (or any of them) a partnership, association, joint venture
or other entity.
  Section
9.11 .  No
Reliance.No Secured Party has relied on any representation or
warranty of any other Secured Party with respect to this Agreement and the
transactions contemplated hereunder unless such representation or warranty has
been set forth expressly in this Agreement.
  Section
9.12 .  Release.On
the date hereof, without further action by any party to this Agreement or the
Existing Security Agreement, each of the Released Parties shall cease to be a
Subsidiary Grantor under the Existing Security Agreement, and shall not be
deemed a Subsidiary Grantor under this Agreement.
  Section
9.13 .  No
Impairment.Nothing in this Agreement is intended or shall be
construed to impair, diminish or otherwise adversely affect any other rights the
Secured Parties may have or may obtain against the Company, any other Credit
Party or any other Person.
  Section
9.14 .  Equitable
Remedies.Each party to this Agreement acknowledges that the
breach by it of any of the provisions of this Agreement is likely to cause
irreparable damage to the other party.  Therefore, the relief to which
any party shall be entitled in the event of any such breach or threatened breach
shall include, but not be limited to, a mandatory injunction for specific
performance, injunctive or other judicial relief to prevent a violation of any
of the provisions of this Agreement, damages and any other relief to which it
may be entitled at law or in equity.
  41 Exhibit D
 Third Amended and
Restated Credit Agreement
 Section
9.15 .  Remedies.(a)
Other than as stated expressly herein, no remedy herein conferred upon the
Collateral Agent or any other Secured Party is intended to be exclusive of any
other remedy and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given under this Agreement or the other Financing
Documents, or now or hereafter existing at law or in equity or by statute or
otherwise.
  (b)  As between the
Credit Parties and each Secured Party, it is agreed that the amounts payable by
the Company at any time in respect of the Secured Obligations shall be a
separate and independent debt and each Secured Party shall be entitled, subject
to Section 6.03, to protect and enforce its rights arising out of the Financing
Documents to which it is a party and its right, pursuant to the terms of any
Financing Document to which it is a party, to cancel or suspend its commitments
thereunder and to accelerate the maturity of any of the Secured Obligations, in
each case in accordance with the applicable Financing Documents, and, except as
aforesaid, it shall not be necessary for any other Secured Party to consent to,
or be joined as an additional party in, any proceedings for such
purposes.
  (c)  In case the
Collateral Agent shall have proceeded to enforce any right, remedy or power
under this Agreement or any other Security Document and the proceeding for the
enforcement thereof shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Collateral Agent, then and in every
such case the Credit Parties and the Secured Parties shall, subject to any
effect of or determination in such proceeding, severally and respectively be
restored to their former positions and rights under this Agreement or any other
Security Document and thereafter all rights, remedies and powers of the Secured
Parties shall continue as though no such proceeding had been taken.
  Section
9.16 .  Limitations.(a)  The
obligations, liabilities or responsibilities of any party hereunder shall be
limited to those obligations, liabilities or responsibilities expressly set
forth and attributed to such party pursuant to this Agreement or otherwise
applicable under Applicable Law.
  (b)  In no event shall
any Secured Party be liable for, and each of the Credit Parties hereby agrees
not to assert any claim against any Secured Party, on any theory of liability,
for consequential, incidental, indirect, punitive or special damages arising out
of or otherwise relating to this Agreement, the other Financing Documents, any
of the transactions contemplated herein or therein, or the actual or proposed
use of the proceeds of any Loan, Letter of Credit or Secured Hedging
Agreement.
  42 Exhibit D
 Third Amended and
Restated Credit Agreement
 Section
9.17 .  Survival.Notwithstanding
anything in this Agreement to the contrary, Sections 9.01, 9.17, 9.19, 9.20 and
9.21 shall survive any termination of this Agreement.  In addition,
each representation and warranty made or deemed to be made hereunder shall
survive the Effective Date.
  Section
9.18 .  [Reserved].
  Section
9.19 .  Jurisdiction,
Etc.(a) Each of the parties hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York, sitting in New York
County, and of the United States District Court for the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding by
the Collateral Agent or any Secured Party arising out of or relating to this
Agreement or any of the other Security Documents to which it is a party or under
which it is a beneficiary, or for recognition or enforcement of any judgment
obtained in any such action or proceeding, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State court
or, to the fullest extent permitted by law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement shall affect any right that any
Secured Party may otherwise have to bring any action or proceeding relating to
this Agreement, the Security Documents or any of the other Financing Documents
in the courts of any jurisdiction.
  (b)  Each of the parties
irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any of the other Security Documents to which it is a party in any
court referred to in this Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.
  (c)  Each party to this
Agreement irrevocably consents to service of process in any action or proceeding
referred to in this Section 9.19 by the mailing thereof by certified mail,
return receipt requested, addressed as provided in Section 9.04(a), with a copy
thereof to the “General Counsel” of such Person at such same
address.  Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by
law.
  43 Exhibit D
 Third Amended and
Restated Credit Agreement
 Section
9.20 .  GOVERNING
LAW.THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
  Section
9.21 .  Waiver of Jury
Trial.EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (a) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, AND (b) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
  
  44 Exhibit D
 Third Amended and
Restated Credit Agreement
  IN
WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed
and delivered by its officer thereunto duly authorized as of the date first
above written.
  THE
      COMPANY
              EL PASO
      CORPORATIONBy:    _____________________________Name: John HopperTitle:  Vice
      President
 
 PIPELINE
      COMPANY BORROWERS:
              EL PASO
      NATURAL GAS COMPANYBy:    _____________________________Name:  John
    HopperTitle:  Vice
      President
 TENNESSEE GAS
      PIPELINE COMPANYBy:    _____________________________Name:  John
    HopperTitle:  Vice
      President
 SUBSIDIARY
      GRANTORS:
              EL PASO EPNG
      INVESTMENTS, L.L.C.By:    _____________________________Name: John HopperTitle:  Vice
      President
  EL PASO
      TENNESSEE PIPELINE CO.By:    _____________________________Name: John HopperTitle:  Vice
      President
  EL PASO TGPC
      INVESTMENTS, L.L.C.By:    _____________________________Name: John HopperTitle:  Vice
      President
 Exhibit D
 Third Amended and
Restated Credit Agreement
 
 RELEASED
      PARTIES:
              EL PASO CNG
      COMPANY, L.L.C.By:    _____________________________Name: John HopperTitle:  Vice
      President
  EL PASO NORIC
      INVESTMENTS III, L.L.C.By:    _____________________________Name: John HopperTitle:  Vice
      President
 EPPP CIG GP
      HOLDINGS, L.L.C.By:    _____________________________Name: John HopperTitle:  Vice
      President
 
 Exhibit D
 Third Amended and
Restated Credit Agreement
  COLLATERAL
      AGENT:
              JPMORGAN
      CHASE BANK, N.A., as Collateral AgentBy:    _____________________________Name:Title:
 
  DEPOSITORY
      BANK:
              JPMORGAN
      CHASE BANK, N.A., as Depository BankBy:    _____________________________Name:Title:
 
 
  Exhibit D
 Third Amended and
Restated Credit Agreement
  SCHEDULE
I
  
  SUBSIDIARY
GRANTORS
  El
Paso EPNG Investments, L.L.C.
 El
Paso Tennessee Pipeline Co.
 El
Paso TGPC Investments, L.L.C.
  Exhibit D -
Schedule I
 Third Amended and
Restated Credit Agreement
  SCHEDULE
II
  
  INITIAL PLEDGED
EQUITY
  Name
      of Grantor
              Name
      of Issuer
              Jurisdiction
                of
                Organization
                of
                Issuer
              Class
      of Equity Interest
              Par
      Value
              Certificate
      No.
              Number
      of Shares
              Percentage
      of Outstanding Equity Interests of IssuerEl Paso EPNG
      Investments, L.L.C.
              El Paso
      Natural Gas Company
              Delaware
              Common
      Stock
              1.00
              2
              1,000
              100%El Paso
      Tennessee Pipeline Co.
              El Paso TGPC
      Investments, L.L.C.
              Delaware
              Membership
      Interests
              n/a
              1
              n/a
              100%El Paso TGPC
      Investments, L.L.C.
              Tennessee Gas
      Pipeline Company
              Delaware
              Common
      Stock
              5.00
              4
              208
              100%
 
  
   Exhibit D -
Schedule II
 Third Amended and
Restated Credit Agreement
  SCHEDULE
III
  
  NAME, LOCATION, CHIEF
EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF
ORGANIZATION,
  AND ORGANIZATIONAL
IDENTIFICATION NUMBER
  Company Name
              Location
              Chief Executive Office
              Type of
                Organization
              Jurisdiction of
                Organization
              Organizational
                I.D. No.El Paso
      Corporation
              Delaware
              El Paso
      Building
                1001
      Louisiana St.
                Houston,
      Texas  77002
              Corporation
              Delaware
              2884676El Paso EPNG
      Investments, L.L.C.
              Delaware
              El Paso
      Building
                1001
      Louisiana St.
                Houston,
      Texas  77002
              Limited
      Liability Company
              Delaware
              3640051El Paso
      Tennessee Pipeline Co.
              Delaware
              El Paso
      Building
                1001
      Louisiana St.
                Houston,
      Texas  77002
              Corporation
              Delaware
              2140052El Paso TGPC
      Investments, L.L.C.
              Delaware
              El Paso
      Building
                1001
      Louisiana St.
                Houston,
      Texas  77002
              Limited
      Liability Company
              Delaware
              3640033
    Exhibit D -
Schedule III
 Third Amended and
Restated Credit Agreement
  SCHEDULE
IV
  
  CHANGES
  Scope:  Within
Last 5 Years Prior to Effective Date
  Company
              Changes
      in the Company Name
              Changes
      in Location
              Changes
      in
                the
      Chief
                Executive
      Office
              Changes
      in the
                Type
      of
                Organization
              Changes
      in the Jurisdiction of Organization
              Changes
      in the Organizational I.D. No.El Paso
      Corporation
              None
              None
              None
              None
              None
              NoneEl Paso EPNG
      Investments, L.L.C.
              None
              None
              None
              None
              None
              NoneEl Paso
      Tennessee Pipeline Co.
              None
              None
              None
              None
              None
              NoneEl Paso TGPC
      Investments, L.L.C.
              None
              None
              None
              None
              None
              None
 
   Exhibit D -
Schedule IV
 Third Amended and
Restated Credit Agreement
  SCHEDULE
V
  
  SECURED HEDGING
AGREEMENTS
  1.           None.
   Exhibit D -
Schedule V
 Third Amended and
Restated Credit Agreement
  EXHIBIT
A
  FORM
OF OFFICER’S CERTIFICATE FOR QUALIFIED INVESTMENTS
  The undersigned
hereby certifies that [he/she] is the duly appointed [President, Vice-President,
Treasurer, or Chief Financial Officer] of El Paso Corporation, a Delaware
corporation (the “Company”), and that, as such,
[he/she] is authorized to execute and deliver this certificate of the Company
pursuant to Section 4.03(e) of that certain Third Amended and Restated Security
Agreement, dated as of November __, 2007 among the Company, the Pipeline Company
Borrowers, the Subsidiary Grantors and JPMorgan Chase Bank N.A. (“JPMCB”), in its capacity as
Collateral Agent for the Secured Parties and Depository Bank (as amended,
supplemented or otherwise modified from time to time, the “Security
Agreement”.
  The undersigned
hereby directs, on behalf of the Company, that $__________ (the “Transfer Amount”) be withdrawn
from [the Qualified Investments Account] [identify applicable Qualified
Investments Subaccount] and transferred to [__________________] (the “Restricted Subsidiary”)
pursuant to Section 4.03(e) of the Security Agreement.
  The undersigned
further certifies, on behalf of the Company, that (i) the Transfer Amount
resulted from a Disposition of Covered Assets of the Restricted Subsidiary;
[(ii) if the Restricted Subsidiary is a FERC-Related Restricted Subsidiary; all
funds retained by the Restricted Subsidiary pursuant to Section 4.03(a) of the
Security Agreement from the Net Cash Proceeds of all of such Restricted
Subsidiary’s Dispositions of Covered Assets prior to the date hereof have been,
or (by making the Qualified Investment(s) described in clause (iii) below) will
be, used to make Qualified Investments;] and (iii) the Restricted Subsidiary
will invest the Transfer Amount as follows, which investment constitutes one or
more Qualified Investments:  [Describe Qualified Investments to be
made with the Transfer Amount].
  Each capitalized
term used but not defined herein shall have the meaning ascribed thereto in the
Security Agreement.
  This certificate
shall be governed by, and construed and interpreted in accordance with, the laws
of the State of New York.
  IN
WITNESS WHEREOF, I have set my hand on this certificate this ____ day of
__________, ____.
  EL
      PASO CORPORATIONBy:Name:Title:
 
   Exhibit D -
Schedule V - Exhibit A
 Third Amended and
Restated Credit Agreement
  SCHEDULE
VI
  MATERIAL AGREEMENTS OF EL
PASO CORPORATION
  a.  Indenture, dated as
of July 21, 2003, between El Paso Natural Gas Company and Wilmington Trust
Company, as Trustee.
  (i)  First Supplemental
Indenture, dated as of April 4, 2007.
  b.  Indenture, dated as
of May 10, 1999, between El Paso Corporation (f/k/a El Paso Energy Corporation)
and The Chase Manhattan Bank (now by merger JPMorgan Chase Bank and subsequently
replaced by HSBC Bank USA).
  (i)  First Supplemental
Indenture dated as of May 10, 1999 ($500 Million 6.75% Senior Notes due May 15,
2009).
  (ii)  Sixth Supplemental
Indenture dated as of May 14, 2001 ($500 Million 7% Notes due May 15,
2011).
  (iii)  Seventh
Supplemental Indenture dated as of June 10, 2002 ($600 Million 7.875% Notes due
June 15, 2012 (Private Placement)).
  (iv)  Eighth Supplemental
Indenture dated as of June 26, 2002 (up to $575 Million 6.14% Senior Notes due
8/16/07).
  (v)  Ninth Supplemental
Indenture dated as of July 1, 2005 (Remarked $272,102,350 of 6.14% Senior Note
due August 16, 2007 issued pursuant to the Eight Supplemental Indenture dated
June 26, 2002 (held as collateral for the Purchase Contract portion of the
Equity Security Units) for $272,102,000 of 7.625% Senior Notes due August 16,
2007).
  (vi)  Tenth Supplemental
Indenture dated as of December 28, 2005 (10.75% Senior Notes due 2010, 9.625%
Senior Notes due 2012, 7.75% Senior Notes due 2032, 7.42% due 2037, 6.95% Senior
Notes due 2028, 6.375% Senior Notes due 2009, 7.75% Senior Notes due 2010, 6.50%
Senior Notes due 2008, 7.625% Senior Notes due 2008, 6.50% Senior Notes due
2006, 6.70% Senior Notes due 2027, 7.50% Senior Notes due 2007).
  (vii)  Eleventh
Supplemental Indenture dated as of August 31, 2006 (for the issuance of up to
$150,000,000 of 7.75% Medium Term Notes due 2032 or 2035, as applicable, to be
exchanged for 7.75% Senior Notes due 2032 or 7.75% Senior Debentures due October
15, 2035).
  Exhibit D -
Schedule VI
 Third Amended and
Restated Credit Agreement
 (viii)  $300 Million 8.05%
Global Medium Term Notes (Senior Fixed Rate Notes), due October 15, 2030, as
described in the Pricing Supplement No. 1 dated October 5, 2000 to Supplemental
Prospectus dated December 14, 1999 and Base Prospectus dated December 3, 1999,
Registration No. 333-86049.
  (ix)  $300 Million 7.375%
Global Medium Term Notes (Senior Fixed Rate Notes), due December 15, 2012, as
described in the Pricing Supplement No. 2 dated December 6, 2000 to Supplemental
Prospectus dated December 14, 1999 and Base Prospectus dated December 3, 1999,
Registration No. 333-86049.
  (x)  $300 Million 6.95%
Global Medium Term Notes (Senior Fixed Rate Notes), due December 15, 2007, as
described in the Pricing Supplement No. 3 dated December 14, 2000, to
Supplemental Prospectus dated December 13, 2000, to Base Prospectus dated
December 3, 1999, Registration No. 333-86049.
  (xi)  $700 Million 7.8%
Global Medium Term Notes (Senior Fixed Rate Notes), due August 1, 2031, as
described in the Pricing Supplement No. 01 dated July 25, 2001, to Supplemental
Prospectus dated July 24, 2001, to Base Prospectus dated May 4, 2001,
Registration No. 333-59704.
  (xii)  $1,100 Million
7.75% Global Medium Term Notes (Senior Fixed Rate Notes), due January 15, 2032,
as described in the Pricing Supplement No. 01 dated January 9, 2002 to
Prospectus Supplement dated January 7, 2002, to Base Prospectus dated May 4,
2001.
  (xiii)  Twelfth
Supplemental Indenture dated as of June 18, 2007 ($375,000,000 6.875% Senior
Notes due 2014, $900,000,000 7.000% Senior Notes due 2017).
  c.  Indenture dated as
of March 1, 1998 between El Paso Natural Gas Company (by assignment now El Paso
Corporation) and The Chase Manhattan Bank (by merger now JPMorgan Chase Bank and
subsequently replaced by Law Debenture Trust Company).
  (i)  First Supplemental
Indenture dated as of March 17, 1998 ($334.75 Million 4.75% Convertible
Subordinated Debentures due March 17, 2028, El Paso Energy Capital Trust
I).
  (ii)  Second Supplemental
Indenture dated August 1, 1998 (the Holding Company formation transaction which
authorized the merger of El Paso Natural Gas Company with El Paso Merger
Company, with El Paso Natural Gas Company as the surviving corporation, and then
El Paso Natural Gas Company stock was converted to into El Paso Energy
Corporation (now El Paso Corporation) common stock and the debt was assumed by
El Paso Corporation).
  2
 Exhibit D - Schedule VI
 Third Amended and
Restated Credit Agreement
 (iii)  Amended and
Restated Declaration of Trust of El Paso Energy Capital Trust I, dated as of
March 16, 1998, among El Paso Natural Gas Company, Chase Manhattan Bank, Chase
Manhattan Bank Delaware and Administrative Trustees.
  d.  Indenture, dated as
of November 13, 1996, between El Paso Natural Gas Company and Wilmington
Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank).
  (i)  First Supplemental
Indenture dated as of June 10, 2002 ($300 Million 8.375% Notes due June 15,
2032).
  (ii)  Second Supplemental
Indenture dated as of April 4, 2007 ($355 Million 5.95% Notes due April 15,
2017).
  e.  Indenture, dated as
of January 1, 1992, between El Paso Natural Gas Company and Wilmington
Trust Company (as successor to Citibank, N.A.).
  f.  Indenture, dated as
of June 1, 1986, between Sonat Inc. (by merger now El Paso Corporation) and
Manufacturers Hanover Trust Company (by merger now JPMorgan Chase Bank and
subsequently replaced by HSBC BANK USA).
  (i)  First Supplemental
Indenture dated as of June 1, 1995 (Various amendments).
  (ii)  Second Supplemental
Indenture dated as of October 25, 1999 (assumption of Sonat obligations under
Indenture dated June 1, 1986).
  (iii)  $100 Million 6.75%
Notes due October 1, 2007, as described in the Prospectus Supplement dated
September 25, 1997 to Prospectus dated July 27, 1993.
  (iv)  $100 Million 6.625%
Notes due February 1, 2008, as described in the Prospectus Supplement dated
January 27, 1998 to Prospectus dated July 27, 1993.
  3
 Exhibit D -
Schedule VI
 Third Amended and
Restated Credit Agreement
 (v)  $100 Million 7%
Notes due February 1, 2018, as described in the Prospectus Supplement dated
January 29, 1998 to Prospectus dated July 27, 1993.
  (vi)  $600 Million 7.625%
Notes due July 15, 2011, as described in the Prospectus Supplement dated July 7,
1999 to Prospectus dated September 9, 1998.
  g.  Indenture, dated as
of March 30, 1992, between Valero Energy Corporation (by merger PG&E Gas
Transmission, Texas Corporation, then El Paso Gas Transmission Company (“GTT”)
and now El Paso Corporation) and Bankers Trust Company (by merger now Deutsche
Bank Trust Company Americas).
  (i)  First Supplemental
Indenture dated as of March 13, 1995 (authorized the issuance of $284 Million in
Medium-Term Notes, various interest rates and maturities, 9 months to 30
years).
  (ii)  Second Supplemental
Indenture dated as of March 11, 2002 (conform Indenture dated March 30, 1992 to
El Paso Corporation May 10, 1999 Indenture).
  (iii)  Third Supplemental
Indenture dated as of April 5, 2002 (merged GTT into El Paso
Corporation).
  h.  Indenture, dated as
of October 1, 1990 between El Paso CGP Company, L.L.C. (f/k/a El Paso CGP
Company and The Coastal Corporation) and The Bank of New York Trust Company,
N.A. (f/k/a The Bank of New York) ($150 Million 10.75% Senior Debentures due
October 1, 2010).
  (i)  First Supplemental
Indenture, dated as of December 27, 2005 (various amendments required to conform
El Paso CGP Company, L.L.C. October 1, 1990 Indenture to El Paso Corporation May
10, 1999 Indenture).
  (ii)  Second Supplemental
Indenture, dated as of December 31, 2005 among El Paso CGP Company, L.L.C., El
Paso Corporation and The Bank of New York Trust Company, N.A. (substantially all
of El Paso CGP Company, L.L.C., assets were transferred to El Paso Corporation
and El Paso Corporation assumed the debt of El Paso CGP Company,
L.L.C.).
  i.  Indenture, dated as
of May 15, 1992 between El Paso CGP Company, L.L.C. (f/k/a El Paso CGP Company
and The Coastal Corporation) and Bank of Montreal Trust Company (subsequently
replaced by The Bank of New York Trust Company, N.A.).
  4
 Exhibit D -
Schedule VI
 Third Amended and
Restated Credit Agreement
 (i)  First Supplemental
Indenture, dated as of May 20, 1992 ($150 Million 9.625% Senior Debentures due
May 15, 2012).
  (ii)  Second Supplemental
Indenture, dated as of December 27, 2005 (various amendments required to conform
El Paso COP Company, L.L.C. May 15, 1992 Indenture to El Paso Corporation May
10, 1999 Indenture).
  (iii)  Third Supplemental
Indenture, dated as of December 31, 2005 among El Paso COP Company, L.L.C., El
Paso Corporation and The Bank of New York Trust Company, N.A. (substantially all
of El Paso COP Company, L.L.C. assets were transferred to El Paso Corporation
and El Paso Corporation assumed the debt of El Paso COP Company,
L.L.C.).
  j.  Indenture, dated as
of September 15, 1992 between El Paso COP Company, L.L.C. (f/k/a El Paso COP
Company and The Coastal Corporation) and NationsBank, N.A. (subsequently
replaced by The Bank of New York Trust Company, RA.).
  (i)  Second Supplemental
Indenture dated as of October 19, 1995 ($150 Million 7.75% Senior Debentures due
October 15, 2035).
  (ii)  Third Supplemental
Indenture, dated as of December 27, 2005 (various amendments required to conform
El Paso COP Company, L.L.C. September 15, 1992 Indenture to El Paso Corporation
May 10, 1999 Indenture).
  (iii)  Fourth Supplemental
Indenture, dated as of December 31, 2005 among El Paso COP Company, L.L.C., El
Paso Corporation and The Bank of New York Trust Company, N.A. (substantially all
of El Paso COP Company, L.L.C. assets were transferred to El Paso Corporation
and El Paso Corporation assumed the debt of El Paso COP Company,
L.L.C.).
  k.  Indenture, dated as
of February 24, 1997 between El Paso COP Company, L.L.C. (f/k/a El Paso COP
Company and The Coastal Corporation) and Harris Trust and Savings Bank
(subsequently replaced by The Bank of New York Trust Company,
N.A.).
  (i)  First Supplemental
Indenture dated as of February 24, 1997 ($200 Million 6.70% Senior Debentures
due February 15, 2027, put date February 15, 2007).
  5
 Exhibit D -
Schedule VI
 Third Amended and
Restated Credit Agreement
 (ii)  Second Supplemental
Indenture dated as of February 24, 1997 ($200 Million 7.42% Senior Debentures
due February 15, 2037).
  (iii)  Third Supplemental
Indenture dated as of June 5, 1998 ($200 Million 6.5% Senior Debentures due June
1, 2008).
  (iv)  Fourth Supplemental
Indenture dated as of June 5, 1998 ($200 Million 6.95% Senior Debentures due
June 1, 2028).
  (v)  Fifth Supplemental
Indenture dated as of February 10, 1999 ($200 Million 6.375% Senior Debentures
due February 1, 2009).
  (vi)  Eighth Supplemental
Indenture dated as of June 16, 2000 ($400 Million 7.75% Notes due June 15,
2010).
  (vii)  Eleventh
Supplemental Indenture dated as of September 6, 2000 ($215 Million 7.625% Notes
due 9/1/08).
  (viii)  Twelfth
Supplemental Indenture, dated as of December 27, 2005 (various amendments
required to conform El Paso CGP Company, L.L.C. February 24, 1997 Indenture to
El Paso Corporation May 10, 1999 Indenture).
  (ix)  Thirteenth
Supplemental Indenture, dated as of December 31, 2005 among El Paso CGP Company,
L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso CGP Company, L.L.C. assets were transferred to El
Paso Corporation and El Paso Corporation assumed the debt of El Paso CGP
Company, L.L.C.).
  l.  Indenture, dated as
of March 4, 1997, between Tennessee Gas Pipeline Company and Wilmington
Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank).
  (i)  First Supplemental
Indenture dated as of March 13, 1997 ($300 Million 7.5% Debentures due
April 1, 2017).
  (ii)  Second Supplemental
Indenture dated as of March 13, 1997 ($300 Million 7% Debentures due March
15, 2027).
  (iii)  Third Supplemental
Indenture dated as of March 13, 1997 ($300 Million 7.625% Debentures due
April 1, 2037).
  (iv)  Fourth Supplemental
Indenture dated as of October 9, 1998 ($400 Million 7% Debentures due
October 15, 2028).
  6
 Exhibit D -
Schedule VI
 Third Amended and
Restated Credit Agreement
 (v)  Fifth Supplemental
Indenture dated June 10, 2002 ($240 Million 8.375% Senior Notes due June
15, 2032).
  m.  Indenture, dated as
of March 15, 1988, between Tenneco, Inc. (now El Paso Tennessee Pipeline Co.)
and The Chase Manhattan Bank (now by merger JPMorgan Chase Bank and subsequently
replaced by Wilmington Trust Company).
  (i)  Second Supplemental
Indenture dated as of March 30, 1988 ($250 Million 10% Debentures due March 15,
2008, outstanding balance $26.4 Million).
  (ii)  Tenth Supplemental
Indenture dated as of November 15, 1992 ($150 Million 9% Debentures due November
15, 2012, outstanding principal $1.1 Million).
  (iii)  Twelfth
Supplemental Indenture dated as of December 15, 1995 ($300 Million 7.25%
Debentures due December 15, 2025, outstanding principal $23.2
Million).
  (iv)  Thirteenth
Supplemental Indenture dated as of December 10, 1996.
  n.  Indenture, dated as
of December 15, 1981, between Tenneco Inc. (now Tennessee Gas Pipeline Company)
and The Chase Manhattan Bank (by merger now JPMorgan Chase Bank and subsequently
replaced by Wilmington Trust Company) ($400 Million 6% Debentures due December
15, 2011, current balance $85.8 Million).
  (i)  First Supplemental
Indenture dated as of December 10, 1996.
  (ii)  Second Supplemental
Indenture dated as of December 10, 1996.
  o.  Fiscal Agency
Agreement dated May 6, 2002 among El Paso Corporation, Citibank, N.A. and
Societe Generale Bank and Trust, 6 S.A. relating to €500 Million 7.125% Euro
Notes due May 6, 2009.
  p.  Credit Agreement
dated as of June 20, 2007, among El Paso Corporation, the Lenders party thereto,
Citicorp USA, Inc., as Administrative Agent and as Issuing Agent, and the Bank
of New York as Paying Agent.
  (i)  The Reimbursement
Agreement dated as of June 20, 2007, between El Paso Corporation and Citibank,
N. A.
  7
 Exhibit D -
Schedule VI
 Third Amended and
Restated Credit Agreement
 (ii)  Credit Agreement
First Amendment dated as of August 28, 2007, among El Paso Corporation, Citicorp
USA, Inc. and The Bank of New York.
  (iii)  Credit Agreement
Second Amendment dated as of September 6, 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  (iv)  Credit Agreement
Third Amendment dated as of September 17 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  (v)  Credit Agreement
Fourth Amendment dated as of September 20, 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  (vi)  Credit Agreement
Fifth Amendment dated as of September 28, 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  (vii)  Credit Agreement
Sixth Amendment dated as of October 3, 2007, among El Paso Corporation, Citicorp
USA, Inc. and The Bank of New York.
  (viii)  Credit Agreement
Seventh Amendment dated as of October 11, 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  (ix)  Credit Agreement
Eighth Amendment dated as of October 18, 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  q.  Other Credit and
Facility Agreements
  (i)  Discretionary
Facility Agreement dated as of February 21, 2003, between El Paso Corporation
and Compass Bank.
  (ii)  Credit Agreement
dated July 19, 2006 among El Paso Corporation and Deutsche Bank AG New York
Branch as Initial Lender and Issuing Bank and Deutsche Bank AG New York Branch
as Administrative Agent and Collateral Agent.
  (iii)  First Tier
Receivables Sale Agreement dated August 31, 2006, between Tennessee Gas
Pipeline Company and TGP Finance Company, L.L.C.
  8
 Exhibit D -
Schedule VI
 Third Amended and
Restated Credit Agreement
 (iv)  Second Tier
Receivables Sale Agreement dated August 31, 2006, between TGP Finance
Company, L.L.C. and TGP Funding Company, L.L.C.
  (v)  Receivables
Purchase Agreement dated August 31, 2006, among TGP Funding Company,
L.L.C., Tennessee Gas Pipeline Company, Starbird Funding Corporation, the other
investors from time to time parties thereto, BNP Paribas, New York Branch, and
the other Managing Agents from time to time parties thereto.
  (6)  (a)           Amendment
No 1, dated as of December 1, 2006, to the Receivables Purchase Agreement
dated as of August 31, 2006, among TGP Funding Company, L.L.C., Tennessee
Gas Pipeline Company, Starbird Funding Corporation and the other funding
entities from time to time party thereto, BNP Paribas, New York Branch, and the
other financial institutions from time to time party thereto.
  (vi)  Facility Agreement
dated as of January 4, 2007, between El Paso Corporation and Morgan Stanley
Capital Services Inc.
  r.  Letters of Credit
with a Face Amount Exceeding $50,000,000
  (i)  Application and
Agreement for irrevocable Standby Letter of Credit, dated as of December 15,
2004, by El Paso Corporation to JPMorgan Chase Bank, N.A., in favor of Midland
Cogeneration Venture Limited Partnership for the account of El Paso Marketing,
L.P. for the aggregate amount not exceeding $110 Million 100
Thousand.
  (ii)  Application for
Irrevocable Standby Letter of Credit, dated as of July 29, 2006 by El Paso
Corporation to Deutsche Bank AG, New York Branch, in favor of Midland
Cogeneration Venture Limited Partnership for the account of El Paso Merchant
Energy, L.P. for the aggregate amount not exceeding $74 Million.
  (iii)  Application for
Irrevocable Standby Letter of Credit, dated as of September 1, 2005, by El Paso
Corporation to Deutsche Bank AG, New York Branch, in favor of Williams Power
Company for the account of El Paso Merchant Energy, L.P. for the aggregate
amount not exceeding $219 Million 900 Thousand.
  (iv)  Application for
Standby Letter of Credit, dated as of November 10, 2006, by El Paso Corporation
to BNP Paribas in favor of Southeast Supply Header, LLC for the account of
Southern Natural Gas Company in the amount of $60 Million.
  9
 Exhibit D -
Schedule VI
 Third Amended and
Restated Credit Agreement
 (v)  Application for
Standby Letter of credit, dated as of July 19, 2006, by El Paso Corporation to
Deutsche Bank AG, New York Branch, in favor of Morgan Stanley Capital Group Inc.
for the account of El Paso Marketing, L.P. in the amount of $184
Million.
  (vi)  Application for
Irrevocable Standby Application for Irrevocable Standby Letter of Credit, dated
as of February 6, 2007, by El Paso Corporation to Fortis Bank S.A./N.V., in
favor of Morgan Stanley Capital Group Inc. for the account of El Paso Marketing,
L.P. for the aggregate amount not exceeding $162 Million 100
Thousand.
  (vii)  Application for
Irrevocable Standby Letter of Credit, dated as of September 24, 2003, by El Paso
Corporation to JPMorgan Chase Bank, N.A., in favor of Morgan Stanley Capital
Group Inc. for the account of El Paso Marketing, L.P. for the aggregate amount
not exceeding $85 Million 750 Thousand.
  s.  ISDA Master
Agreements
  (i)  1992 ISDA Master
Agreement dated October 24, 2001, between El Paso Corporation and Credit Suisse
First Boston International.
  (ii)  1992 ISDA Master
Agreement dated March 5, 2001, between El Paso Corporation and Westdeutsche
Landesbank Girozentrale.
  (iii)  2002 ISDA Master
Agreement dated August 29, 2003 between El Paso Corporation and Citibank,
N.A.
  (iv)  2002 ISDA Master
Agreement dated June 24, 2004, between El Paso Corporation and Deutsche Bank
A.G.
  (v)  2002 ISDA Master
Agreement dated November 22, 2004, between El Paso Corporation and Citigroup
Financial Products Inc.
  t.  Various Guaranties
and Other Documents
  (i)  Guaranty Agreements
dated as of July 12, 2005 and December 13, 2006, by El Paso Corporation in favor
of Mt. Franklin Insurance Ltd.
  (ii)  Guaranty Agreement
dated as of February 15, 2006, by El Paso Corporation in favor of Coastal
Offshore Insurance Ltd.
  10
 Exhibit D -
Schedule VI
 Third Amended and
Restated Credit Agreement
 (iii)  Guaranty Agreement
dated as of April 25, 2006 by El Paso Corporation in favor of Petroleo
Brasileiro S.A. – Petrobas.
  (iv)  Terms of 4.99%
Convertible Perpetual Preferred Stock, pursuant to the Offering Memorandum dated
as of April 11, 2005 by El Paso Corporation.
   11
 Exhibit D -
Schedule VI
 Third Amended and
Restated Credit Agreement
  EXHIBIT
E
  FORM
OF
  THIRD
AMENDED AND RESTATED
  SUBSIDIARY
GUARANTEE AGREEMENT
      Exhibit E
 Third Amended and
Restated Credit Agreement
  
 THIRD
AMENDED AND RESTATED
  SUBSIDIARY
GUARANTEE AGREEMENT
  
  made
by
  
  CERTAIN
SUBSIDIARIES OF
  
  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
November __, 2007
   Exhibit E
 Third Amended and
Restated Credit Agreement
   TABLE OF
      CONTENTS
                    
                    
                    
                    
                    ARTICLE
      1
                    DEFINED
      TERMS
                  PageSection
      1.01.
                  
                  Definitions
                  2Section
      1.02.
                  
                  Other Definitional
      Provisions
                  3ARTICLE
      2
                    GUARANTEESection
      2.01.
                  
                  Guarantee
                  4Section
      2.02.
                  
                  Right of
      Contribution
                  4Section
      2.03.
                  
                  No
Subrogation
                  4Section
      2.04.
                  
                  Amendments, Etc. With Respect
      to the Guaranteed Obligations
                  6Section
      2.05.
                  
                  Guarantee Absolute And
      Unconditional
                  6Section
      2.06.
                  
                  Reinstatement
                  7Section
      2.07.
                  
                  Payments
                  7ARTICLE
      3
                    MISCELLANEOUSSection
      3.01.
                  
                  Amendments In
      Writing
                  8Section
      3.02.
                  
                  Notices
                  8Section
      3.03.
                  
                  No Waiver By Course of
      Conduct; Cumulative Remedies
                  8Section
      3.04.
                  
                  Enforcement Expenses;
      Indemnification.
                  8Section
      3.05.
                  
                  Successors And
      Assigns
                  9Section
      3.06.
                  
                  Set-Off
                  9Section
      3.07.
                  
                  Counterparts
                  10Section
      3.08.
                  
                  Severability
                  10Section
      3.09.
                  
                  Section
    Headings
                  10Section
      3.10.
                  
                  Integration
                  10Section
      3.11.
                  
                  Governing Law
                  11Section
      3.12.
                  
                  Submission to Jurisdiction;
      Waivers
                  11Section
      3.13.
                  
                  Acknowledgements
                  11Section
      3.14.
                  
                  Releases
                  12Section
      3.15.
                  
                  WAIVER OF JURY
      TRIAL
                  12Section
      3.16.
                  
                  Sole Right of Enforcement;
      Demand Not Required
                  12
    Exhibit E
 Third Amended and
Restated Credit Agreement
  THIRD
AMENDED AND RESTATED
  SUBSIDIARY
GUARANTEE AGREEMENT
  This THIRD AMENDED AND RESTATED SUBSIDIARY
GUARANTEE AGREEMENT(this “Agreement”), dated as of
November __, 2007, made by each of the signatories hereto (each individually, a
“Subsidiary Guarantor”
and collectively, the “Subsidiary Guarantors”), 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 Third Amended and Restated Credit Agreement, dated
as of November __, 2007 (as amended, supplemented or otherwise modified from
time to time, the “Credit
Agreement”), among El Paso Corporation, a Delaware corporation (the
“Company”), 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 Company 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 Subsidiary
Guarantors and the Collateral Agent on behalf of the Lenders and other Secured
Parties have entered into that certain Amended and Restated Subsidiary Guarantee
Agreement dated as of July 31, 2006 (the “Existing Subsidiary Guarantee
Agreement”) with respect to the guarantees made by the Subsidiary
Guarantors to the Collateral Agent;
  WHEREAS, the Company and the
Pipeline Company Borrowers are members of an affiliated group of companies that
includes each Subsidiary Guarantor (the “Affiliated
Group”);
  WHEREAS, the Company, the
Pipeline Company Borrowers and the Subsidiary Guarantors have entered into the
Third 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
Company 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 Company and the Subsidiary
Guarantors under the Credit Agreement and this Agreement; and
  Exhibit E Third Amended and
Restated Credit Agreement
 WHEREAS, the proceeds of the
extensions of credit made under the Credit Agreement may be used in part to
enable the Borrowers to make valuable transfers to one or more of the Subsidiary
Guarantors and the other Restricted Subsidiaries in connection with the
operation of their respective businesses;
  WHEREAS, the Company, the
Pipeline Company Borrowers, the Subsidiary Guarantors and the other Restricted
Subsidiaries are engaged in related businesses, and each Subsidiary Guarantor
will derive substantial direct and indirect benefit from the making and
availability of the extensions of credit under the Credit Agreement;
and
  WHEREAS, it is a condition
precedent to the effectiveness of the Credit Agreement that the Subsidiary
Guarantors 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, each Subsidiary Guarantor hereby
agrees, jointly and severally, with the Collateral Agent, for the benefit of the
Secured Parties that the Existing Subsidiary Guarantee Agreement shall be
amended and restated in its entirety as follows:
   ARTICLE
1
 Defined
Terms
  Section
1.01 .  Definitions.Unless
otherwise defined herein, terms defined in the Credit Agreement and/or the
Security Agreement are used herein as therein defined.
  The following terms
have the following meanings:
  “Agreement” has the meaning set
forth in the introductory paragraph hereof.
  “Company” 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(d).
  “Guaranteed Obligations” means,
with respect to each Subsidiary Guarantor, collectively, the payment obligations
of the Company, the Pipeline Company Borrowers and each other Subsidiary
Guarantor with respect to the Financing Documents to which such person is a
party, in each case 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
obligations of the Company, the Pipeline Company Borrowers, or any other
Subsidiary Guarantor (as applicable) under the Financing Documents and any
amendment, restatement or modification of any of the foregoing, including, in
each case to the extent owing by the Company, the Pipeline Company Borrowers, or
any Subsidiary Guarantor, as the case may be, 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 and (y) 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.
  2 Exhibit E
 Third Amended and
Restated Credit Agreement
 “Indemnified Party” has the
meaning set forth in Section 3.04(a).
  “Lenders” has the meaning set
forth in the introductory paragraph hereof.
  “Maximum Liability” has the
meaning set forth in Section 2.01(b).
  “Pipeline Company Borrowers”
has the meaning set forth in the introductory paragraph hereof.
  “Security Agreement” has the
meaning set forth in the recitals hereof.
  “Subsidiary Guarantors” has the
meaning set forth in the introductory paragraph 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.
  3 Exhibit E
 Third Amended and
Restated Credit Agreement
  ARTICLE
2
 Guarantee
  Section
2.01 .  Guarantee.(a)
Each of the Subsidiary Guarantors hereby, jointly and severally, 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)  Each Subsidiary
Guarantor, and by its acceptance of this Agreement and the rights hereunder or
benefits hereof the Collateral Agent and each other Secured Party, hereby agrees
and confirms that (i) it is the intention of all such Persons that this
Agreement and the obligations of such Subsidiary Guarantor under this Article 2
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law (as defined below), the Uniform Fraudulent Conveyance Act (as adopted by any
applicable state), the Uniform Fraudulent Transfer Act (as adopted by any
applicable state) or any similar foreign, federal or state law to the extent
applicable to this Agreement and the obligations of such Subsidiary Guarantor
under this Article 2 and (ii) the aggregate liability of each Subsidiary
Guarantor under this Article 2 and under the other Security Documents at any
time (but after giving effect to the right of contribution described in Section
2.02) shall not exceed the maximum amount (as to any Subsidiary Guarantor, its
“Maximum Liability”)
that will result in the aggregate obligations of such Subsidiary Guarantor under
this Article 2 and under the Security Documents not constituting a fraudulent
transfer or conveyance under Bankruptcy Law or any of the other aforementioned
acts and laws.  For purposes hereof, “Bankruptcy Law” means the
Bankruptcy Code, or any similar foreign, federal or state law for the relief of
debtors.
  (c)  Each Subsidiary
Guarantor agrees that the Guaranteed Obligations may at any time and from time
to time exceed the Maximum Liability of such Subsidiary Guarantor hereunder
without impairing the guarantee contained in this Article 2 or affecting the
rights and remedies of the Collateral Agent or any Secured Party
hereunder.
  4 Exhibit E
 Third Amended and
Restated Credit Agreement
 (d)  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, if any, of each Subsidiary Guarantor in respect of the
Guaranteed Obligations and the payment obligations, if any, under the guarantee
contained in this Article 2 shall have been satisfied by indefeasible payment in
full in cash.
  (e)  No payment or
payments made by the Company, any Pipeline Company Borrower, 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 Company, 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 Guaranteed Obligations shall be deemed to modify, reduce, release
or otherwise affect the liability of any Subsidiary Guarantor under this Article
2 which shall, notwithstanding any such payment or payments (other than any
payment or payments made by such Subsidiary Guarantor in respect of the
Guaranteed Obligations or any payment received or collected from such Subsidiary
Guarantor in respect of Guaranteed Obligations), remain liable for the
Guaranteed Obligations up to the Maximum Liability of such Subsidiary Guarantor
under this Article 2 until the Guarantee Release Date.
  Section
2.02 .  Right of
Contribution.Each Subsidiary Guarantor hereby agrees that to
the extent that a Subsidiary Guarantor shall have paid or be obligated to pay
more than its proportionate share of any payment made hereunder, such Subsidiary
Guarantor shall be entitled to contribution from and against any other
Subsidiary Guarantor that has not paid its proportionate share of such
payment.  Each Subsidiary Guarantor’s right of contribution shall be
subject to the terms and conditions of Section 2.03.  The provisions
of this Section 2.02 shall in no respect limit the obligations and liabilities
of any Subsidiary Guarantor to the Collateral Agent and the Secured Parties, and
each Subsidiary Guarantor shall remain liable to the Collateral Agent and the
Secured Parties for the full amount guaranteed by such Subsidiary Guarantor
hereunder.
  Section
2.03 .  No
Subrogation.Notwithstanding any payment made by any
Subsidiary Guarantor hereunder or any set-off or application of funds of any
Subsidiary Guarantor by the Collateral Agent or any Secured Party, no Subsidiary
Guarantor shall be entitled to be subrogated to any of the rights of the
Collateral Agent or any Secured Party against the Company or any other
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 any Subsidiary Guarantor seek or be entitled to seek any
contribution or reimbursement from the Company or any other Subsidiary Guarantor
in respect of payments made by such Subsidiary Guarantor hereunder, until the
Guarantee Release Date.  If any amount shall be paid to any Subsidiary
Guarantor on account of such subrogation rights prior to the Guarantee Release
Date, such amount shall be held by such Subsidiary Guarantor in trust for the
Collateral Agent and the Secured Parties, segregated from other funds of such
Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary
Guarantor, be turned over to the Collateral Agent in the exact form received by
such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the
Collateral Agent, if required), to be applied against Guaranteed Obligations,
whether matured or unmatured, in accordance with the terms and provisions of the
Credit Agreement and Security Agreement.
  5 Exhibit E
 Third Amended and
Restated Credit Agreement
 Section
2.04 .  Amendments, Etc. With
Respect to the Guaranteed Obligations.Each Subsidiary
Guarantor shall remain obligated under this Article 2 notwithstanding that,
without any reservation of rights against such Subsidiary Guarantor and without
notice to or further assent by such Subsidiary 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
2.05 .  Guarantee Absolute And
Unconditional.Each Subsidiary 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.  Each Subsidiary
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 the Company, any Pipeline Company Borrower or any of the Subsidiary
Guarantors with respect to Guaranteed Obligations.  Each Subsidiary
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 Company 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 Company
or such 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 Company, any Pipeline Company Borrower or
any other Subsidiary Guarantor for any of its respective portion of the
Guaranteed Obligations or of such Subsidiary Guarantor under the guarantee
contained in this Article 2, in bankruptcy or in any other
instance.  When making any demand hereunder or otherwise pursuing its
rights and remedies hereunder against any Subsidiary 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 the Company,
any Pipeline Company Borrower, any other 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 the Company, any Pipeline Company
Borrower, any other 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 the Company, any Pipeline Company Borrower, any other
Subsidiary Guarantor or any other Person or any such collateral security,
guarantee or right of offset, shall not relieve such Subsidiary 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 such Subsidiary Guarantor.  For the purposes
hereof “demand” shall
include the commencement and continuance of any legal proceedings.
  6 Exhibit E
 Third Amended and
Restated Credit Agreement
 Section
2.06 .  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 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 property, or otherwise, all
as though such payments had not been made.
  Section
2.07 .  Payments.Each
Subsidiary 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.
   7 Exhibit E
 Third Amended and
Restated Credit 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 any Subsidiary
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)  Each Subsidiary
Guarantor (without duplication) 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 (without duplication) 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 Subsidiary
Guarantors of their respective 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)  Each Subsidiary
Guarantor (without duplication) 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 such Subsidiary Guarantor
to perform or observe any of the provisions hereof required to be performed or
observed by it.
  8 Exhibit E
 Third Amended and
Restated Credit Agreement
 (c)  Each Subsidiary
Guarantor (without duplication) 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)  Each Subsidiary
Guarantor (without duplication) 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 Subsidiary Guarantors 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 any 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 applicable Subsidiary Guarantor
therefor.
  Section
3.05 .  Successors And
Assigns.This Agreement shall be binding upon the successors
and assigns of each Subsidiary 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, no Subsidiary Guarantor may 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.Each
Subsidiary 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 such Subsidiary
Guarantor or any other Subsidiary Guarantor, any such notice being expressly
waived by each Subsidiary 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 such Subsidiary 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 such
Subsidiary 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 such Subsidiary Guarantor, in any
currency, whether arising hereunder, under the Credit Agreement or 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 such Subsidiary 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 Party may have under Applicable Law pursuant to the terms
and provisions of the Credit Agreement.
  9 Exhibit E
 Third Amended and
Restated 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 each Subsidiary Guarantor is a
party represent the agreement of such Subsidiary 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.
  10 Exhibit E
 Third Amended and
Restated Credit Agreement
 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.Each Subsidiary 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 such Subsidiary 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; and
  (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.
  Section
3.13 .  Acknowledgements.Each
Subsidiary 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 such Subsidiary Guarantor arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between the
Subsidiary Guarantors, 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
  11 Exhibit E
 Third Amended and
Restated Credit Agreement
 (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
Subsidiary Guarantors and the Secured Parties.
  Section
3.14 .  Releases.(a)
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 2.06 hereof) of each Subsidiary 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 Company or
any Subsidiary Guarantor following any such termination, the Collateral Agent
shall promptly execute and deliver to the Company or such Subsidiary Guarantor,
as the case may be, such agreements, instruments and other documents as such
Subsidiary Guarantor shall reasonably request to evidence such
termination.
  (b)  On the date hereof,
without further action by any party to this Agreement or the Existing Subsidiary
Guarantee Agreement, each of the Released Parties shall cease to be a Subsidiary
Guarantor under the Existing Subsidiary Guarantee Agreement, and shall not be
deemed a Subsidiary Guarantor under this Agreement.
  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).
  [Remainder
of Page Intentionally Left Blank]
  
   12 Exhibit E
 Third Amended and
Restated Credit Agreement
  IN
WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated
Subsidiary Guarantee Agreement to be duly executed and delivered as of the date
first above written.
   SUBSIDIARY
      GRANTORS:
                EL PASO EPNG
      INVESTMENTS, L.L.C.By:    _____________________________Name: John HopperTitle:  Vice
      President
  EL PASO
      TENNESSEE PIPELINE CO.By:    _____________________________Name: John HopperTitle:  Vice
      President
  EL PASO TGPC
      INVESTMENTS, L.L.C.By:    _____________________________Name: John HopperTitle:  Vice
      President
 RELEASED
      PARTIES:
                        EL PASO CNG
      COMPANY, L.L.C.By:    _____________________________Name: John HopperTitle:  Vice
      President
  EL PASO NORIC
      INVESTMENTS III, L.L.C.By:    _____________________________Name: John HopperTitle:  Vice
      President
 EPPP CIG GP
      HOLDINGS, L.L.C.By:    _____________________________Name: John HopperTitle:  Vice
      President
   13 Exhibit E
 Third Amended and
Restated Credit Agreement
  EXHIBIT F-1
  FORM
OF
  OPINION
OF BRACEWELL & GIULIANI LLP, SPECIAL NEW YORK COUNSEL TO THE
COMPANY
  November __,
2007
  To the
Administrative Agent and the Collateral Agent under the
 Credit Agreement
described below and to each Lender party to
 such Credit
Agreement
  Re:  El
Paso Corporation $1,500,000,000 Revolving Credit Facility
  Ladies and
Gentlemen:
  We
have acted as special counsel for El Paso Corporation (“El Paso”), Tennessee Gas
Pipeline Company and El Paso Natural Gas Company, each a Delaware corporation
(collectively, the “Borrowers”), and El Paso EPNG
Investments, L.L.C., a Delaware limited liability company, El Paso Tennessee
Pipeline Co., a Delaware corporation, and El Paso TGPC Investments, L.L.C., a
Delaware limited liability company (collectively, the “SubsidiaryGuarantors” and together with
the Borrowers, the “Opinion
Parties”), in connection with the Third Amended and Restated Credit
Agreement dated as of November __, 2007 (the “CreditAgreement”) among the
Borrowers, JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative
Agent (in such capacity, the “Administrative Agent”),
JPMorgan, as Collateral Agent (in such capacity, the “Collateral Agent”) and the
lenders party thereto (the “Lenders”).  This
opinion letter is delivered to you pursuant to Section 3.01(b)(vi) of the Credit
Agreement.
  Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement.  As used herein, (i) “Opinion Documents” means (A)
the Credit Agreement, (B) the Subsidiary Guarantee Agreement, (C) the Security
Agreement and (D) the UCC Financing Statements (as defined below), (ii) “New York UCC” means the
Uniform Commercial Code as in effect in the State of New York, and (iii) “Applicable Law” means those
laws, rules, and regulations of the State of New York and of the United States
of America as in effect on the date hereof which in our experience are normally
applicable to the Opinion Parties and to transactions of the type provided for
in the Opinion Documents and of the Uniform Commercial Code as in effect in the
State of Delaware (the “Delaware UCC”); provided, however, that Applicable Law
does not include (i) except with respect to our opinions in paragraphs 4 and 5
below, any federal or state securities, commodities, insurance, or investment
company laws and regulations; (ii) any federal or state labor, pension, or other
employee benefit laws and regulations; (iii) any federal or state antitrust,
trade or unfair competition laws and regulations; (iv) any federal or state laws
and regulations relating to the environment, safety, health, or other similar
matters; (v) building, zoning, land use and subdivision laws and regulations;
(vi) any federal or state tax laws or regulations; and (vii) any federal or
state laws or regulations relating to copyrights, patents, trademarks, or other
intellectual property.
  Exhibit F-1
 Third Amended and
Restated Credit Agreement
 In
connection with the opinions expressed herein, we have examined such documents,
records and matters of law as we have deemed necessary for the purposes of such
opinions.  We have examined an executed copy of the Opinion
Documents.
  In
all such examinations, we have assumed the legal capacity of all natural persons
executing documents, the genuineness of all signatures, the authenticity of
original and certified documents, and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, we have
relied upon, and assumed the accuracy of, representations and warranties
contained in the Opinion Documents and certificates and oral or written
statements and other information of or from representatives of the Opinion
Parties and others and assumed compliance on the part of the Opinion Parties
with its covenants and agreements contained therein.
  Based upon the
foregoing, and subject to the limitations, qualifications and assumptions set
forth herein, we are of the opinion that:
  1.  1.             Approvals; Other Required
Actions.  The execution and delivery by each of the Opinion
Parties of each Opinion Document to which it is a party and the performance by
each Opinion Party of its obligations thereunder, do not require under
Applicable Law any filing or registration by such Opinion Party with, or notice
to or approval, consent, authorization or order of, any Governmental Authority
that has not been made or obtained, except those filings (a) required to perfect
security interests, if any, granted by such Opinion Party thereunder, (b) those
filings required pursuant to securities and other laws that may be applicable to
the disposition of any collateral subject thereto, and (c) filings,
registrations, consents or approvals in each case not required to be made or
obtained by the date hereof.
  2.  2.             Enforceability.  Each
Opinion Document constitutes a valid and binding agreement of each Opinion Party
thereto, enforceable against such Opinion Party in accordance with its
terms.
  3.  3.             
“No
Violation.”  The execution and delivery by each of the Opinion
Parties of each Opinion Document to which it is a party and the performance of
its obligations thereunder, do not violate or otherwise constitute a default
under (a) any Applicable Law, (b) any provision of any other Opinion Document or
(c) any of the agreements identified in the attached Schedule I; provided that
we express no opinion with respect to any violation arising under or based upon
any cross default provision insofar as it relates to a default under an
agreement not identified to us, or arising under or based upon any covenant or
other provision of a financial or numerical nature or requiring
computation.
  4.  4.             Margin
Regulations.  The borrowings by the Borrowers under the Credit
Agreement and the application of the proceeds thereof as provided in the Credit
Agreement will not violate Regulation U or X of the Board of Governors of the
Federal Reserve System (the “Margin
Regulations”).
  2
 Exhibit F-1
 Third Amended and
Restated Credit Agreement
 5.  5.             Investment Company
Act.  No Opinion Party is required to register as an
“investment company” (under, and as defined in, the Investment Company Act of
1940, as amended).
  6.  6.             Creation of Security
Interests.  The provisions of the Security Agreement are
effective to create in favor of the Collateral Agent to secure the obligations
described therein, a valid security interest in all of the right, title and
interests of El Paso and the Subsidiary Guarantors in and to the Collateral (as
defined in the Security Agreement) to the extent that a security interest may be
created under Article 9 of the Uniform Commercial Code as in effect in the State
of New York (the “Article 9
Collateral”).
  7.  7.             Central Filing
Perfection.  To the extent that the filing of a financing
statement with the office of the Secretary of State of Delaware can be effective
to perfect a security interest in the Article 9 Collateral under the Delaware
UCC, the security interests in favor of the Collateral Agent in that portion of
the Article 9 Collateral described in such financing statement will be perfected
upon the filing of the financing statements attached as Exhibit A to this
opinion (the “UCC Financing
Statements”) in the office of the Secretary of State of the State of
Delaware.
  8.  8.             Delaware
Filing.  Once the UCC Financing Statements are filed as
described in paragraph 7 above, no further or subsequent filing or refiling will
be necessary in the State of Delaware in order to continue the perfection of the
security interest referred to in paragraph 6 above except that (a) continuation
statements with respect to the UCC Financing Statements must be filed under the
Delaware UCC in the office where such statement was filed within six months
prior to the expiration of five years from the date of such filing (or otherwise
within the time permitted by Section 9-515 of the Delaware UCC), and subsequent
continuation statements must be filed within six months prior to the end of each
subsequent five-year period, and (b) amendments or supplements to the UCC
Financing Statements or additional financing statements may be required to be
filed in the event of a change in the name, identity, or structure of any debtor
listed therein or in the event any such financing statement otherwise becomes
inaccurate or incomplete.
  9.  9.             Perfection of Security Interests in
Certificated Securities.  Assuming that the certificates
representing the certificated securities (as defined in the New York UCC)
constituting Article 9 Collateral, together with instruments of transfer or
assignment in blank duly executed by an appropriate person, have been delivered
on or prior to the date hereof to the Collateral Agent in the State of New York,
the Collateral Agent has a perfected security interest in such certificated
securities under the New York UCC.
  The opinions set
forth above are subject to the following assumptions and qualifications, and
with your permission, all of the following assumptions and statements of
reliance have been made without any independent investigation or verification on
our part except to the extent, if any, otherwise expressly stated, and we
express no opinion with respect to the subject matter or accuracy of the
assumptions or items upon which we have relied.
  3
 Exhibit F-1
 Third Amended and
Restated Credit Agreement
 (A)           Our
opinions are subject to (i) applicable bankruptcy, insolvency, reorganization,
fraudulent transfer and conveyance, voidable preference, moratorium,
receivership, conservatorship, arrangement or similar laws, and related
regulations and judicial doctrines, affecting creditors’ rights and remedies
generally, (ii) general principles of equity (including, without limitation,
standards of materiality, good faith, fair dealing and reasonableness, equitable
defenses, the exercise of judicial discretion and limits on the availability of
equitable remedies), whether such principles are considered in a proceeding at
law or in equity, and (iii) the qualification that certain provisions of the
Opinion Documents may be unenforceable in whole or in part under the laws
(including judicial decisions) of the State of New York or the United States of
America, but the inclusion of such provisions does not affect the validity as
against the Opinion Parties party thereto of the Opinion Documents as a whole
and the Opinion Documents contain adequate provisions for the practical
realization of the principal benefits provided by the Opinion Documents, in each
case subject to the other qualifications contained in this letter.
  (B)           Without
limiting the generality of paragraph (A) above, we specifically express no
opinion as to the validity or enforceability of any provision in the Opinion
Documents:
  (i)           providing
that any person or entity may sell or otherwise dispose of, or purchase, any
collateral subject thereto, or enforce any other right or remedy thereunder
(including without limitation any self-help or taking-possession remedy), except
in compliance with the New York UCC and other applicable laws;
  (ii)           establishing
standards for the performance of the obligations of good faith, diligence,
reasonableness and care prescribed by the New York UCC or of any of the rights
or duties referred to in Section 9-603 of the New York UCC;
  (iii)           relating
to indemnification, contribution, exculpation or release of liability in
connection with violations of any securities laws or statutory duties or public
policy, or in connection with willful, reckless or unlawful acts or gross
negligence or strict liability of the indemnified, released or exculpated party
or the party receiving contribution;
  (iv)           providing
that any person or entity may exercise set-off rights other than in accordance
with and pursuant to applicable law;
  (vi)           relating
to choice of governing law to the extent that the enforceability of any such
provision is to be determined by any court other than a court of the State of
New York or may be subject to constitutional limitations;
  (vii)           purporting
to confer, or constituting an agreement with respect to, personal or subject
matter jurisdiction of United States federal courts to adjudicate any
matter;
  (viii)           specifying
that provisions may be waived only in writing, to the extent that an oral
agreement or an implied agreement by trade practice or course of conduct has
been created that modifies any provision of such Opinion Document;
  4
 Exhibit F-1
 Third Amended and
Restated Credit Agreement
 (ix)           giving
any person or entity the power to accelerate obligations without any notice to
the Opinion Parties;
  (x)           providing
that decisions by a party are conclusive or may be made in its sole
discretion;
  (xi)           purporting
to create a power of attorney; or
  (xii)           providing
for restraints on alienation of property and purporting to render transfers of
such property void and of no effect or prohibiting or restricting the assignment
or transfer of property or rights to the extent that any such prohibition or
restriction is ineffective pursuant to Sections 9-406 through 9-409 of the New
York UCC.
  (C)           Our
opinions as to enforceability are subject to the effect of generally applicable
rules of law that:
  (i)           provide
that forum selection clauses in contracts are not necessarily binding on the
court(s) in the forum selected; and
  (ii)           may,
where less than all of a contract may be unenforceable, limit the enforceability
of the balance of the contract to circumstances in which the unenforceable
portion is not an essential part of the agreed exchange, or that permit a court
to reserve to itself a decision as to whether any provision of any agreement is
severable.
  (D)           We
express no opinion as to the enforceability of any purported waiver, release,
variation, disclaimer, consent or other agreement to similar effect (all of the
foregoing, collectively, a “Waiver”) by any Opinion Party
under the Opinion Documents to the extent limited by Sections 9-602 or 9-624 of
the New York UCC or to the extent ineffective under applicable law
  (E)           We
have assumed that each Opinion Party is a corporation or limited liability
company, as the case may be, validly existing and in good standing in its
jurisdiction of organization or formation, has all requisite power and
authority, and has obtained all requisite corporate, and governmental
authorizations, consents and approvals, and made all requisite filings and
registrations, necessary to execute, deliver and perform each Opinion Document
to which it is a party, and that such execution, delivery, and performance will
not violate or conflict with any law, rule, regulation, order, decree, judgment,
instrument or agreement binding upon or applicable to it or its properties
(except to the extent noted in paragraph 3 above).  To the extent it
may be relevant to the opinions expressed herein, we have assumed that (i) the
parties to the Opinion Documents have the power to enter into and perform such
documents and to consummate the transactions contemplated thereby and that such
documents have been duly authorized, executed and delivered by such parties,
(ii) each Opinion Document constitutes legal, valid and binding obligations of
the parties thereto (other than the Opinion Parties), and (iii) the execution
and delivery of each Opinion Document by each of the parties thereto (other than
the Opinion Parties to the extent expressly set forth in paragraph 3 above), and
the performance of such party’s obligations thereunder, do not violate and will
not violate or conflict with any law, rule, regulation, order, decree, judgment,
instrument or agreement binding upon or applicable to it or its
properties.
  5
 Exhibit F-1
 Third Amended and
Restated Credit Agreement
 (F)           For
purposes of our opinion in paragraph 4 above, we have assumed that (i) neither
the Collateral Agent nor any Lender has or will have the benefit of any
agreement or arrangement (excluding the Opinion Documents) pursuant to which any
extensions of credit to the Borrowers are directly or indirectly secured by
“margin stock” (as defined under the Margin Regulations), (ii) neither the
Collateral Agent nor any Lender nor any of their respective affiliates has
extended or will extend any other credit to the Borrowers directly or indirectly
secured by margin stock and (iii) neither the Collateral Agent nor any Lender
has relied and will rely upon any margin stock as collateral in extending or
maintaining any extensions of credit pursuant to the Opinion Documents, as to
which we express no opinion.
  (G)           Our
opinions are limited to those expressly set forth herein, and we express no
opinions by implication.
  (H)           We
express no opinion as to the compliance or noncompliance, or the effect of the
compliance or noncompliance, of each of the addressees or any other person or
entity with any state or federal laws or regulations (including, without
limitation, the policies, procedures, guidelines, and practices of any
regulatory authority with respect thereto) applicable to each of them by reason
of their status as or affiliation with a federally insured depository
institution, a financial holding company, a bank holding company, a
state-chartered non-federally insured depository institution, a securities
dealer, an investment company or an insurance company, except as expressly set
forth in paragraphs 4 and 5 above.
  (I)           We
express no opinion as to the validity, binding effect or enforceability of any
provisions contained in the Loan Documents which: (i) purports to establish
evidentiary standards; (ii) restricts access to courts or to legal or equitable
remedies or purporting to affect jurisdiction or venue as to
courts;  (iii) relates to delay or omission of enforcement of
remedies; (iv) entitles any party to the appointment of a receiver, to the
extent contrary to applicable law; (v) purports to permit the Administrative
Agent, the Collateral Agent or any Lender or any other person acting on behalf
of the Administrative Agent, Collateral Agent or any Lender to purchase, sell or
otherwise dispose of any property subject thereto except in compliance with
applicable law; (vi) purports to provide standards for the care of property in
possession of any person other than as provided by applicable law; (vii)
purports to irrevocably appoint any person as attorney-in-fact for the Opinion
Parties, or (viii) purports to permit the transfer of securities without
compliance with applicable securities laws.
  (J)           We
have made no examination of and express no opinion with respect to (i) titles to
or rights in or descriptions of the properties described in the Loan Documents,
(ii) the priority of any security interest or whether there are of record any
security interests, charges or encumbrances thereon, (iii) the creation,
existence or perfection of any security interests purported to be created under
the Loan Documents or the filing or recording of the Loan Documents or any
financing statements or other instruments relating thereto except as set forth
in paragraphs 6-9 hereof, or (iv) whether the properties described in the
Security Agreement are the properties and interests intended to be encumbered
thereby.
  6
 Exhibit F-1
 Third Amended and
Restated Credit Agreement
 (K)           Our
opinions in paragraphs 6-9 are limited to Articles 8 and 9 of the New York UCC
and Article 9 of the Delaware UCC, and therefore such opinions do not address
laws of jurisdictions other than New York and Delaware, except for Articles 8
and 9 of the New York UCC and Article 9 of the Delaware UCC.
  (L)           We
are qualified to practice law in the State of New York, and this opinion letter
is limited in all respects to the Applicable Law; however, we are not members of
the bar of the State of Delaware and our opinions as to any matters governed by
the Delaware UCC are based solely upon our review of the Delaware UCC, without
any review or consideration of any decisions or opinions of courts or other
adjudicative bodies or governmental authorities of the State of
Delaware.
  (M)           Our
opinions in paragraphs 6-9 are subject to the following assumptions,
qualifications and limitations:
  (i)           Insofar
as any of the opinions herein expressed concern the perfection of a security
interest in “proceeds”
(as such term is defined in the Delaware UCC) please be advised that the
continuation of the existence and perfection of such security interest are
limited as provided in Section 9-315 of the Delaware UCC;
  (ii)           We
express no opinion as to the perfection of any security interest or other
encumbrance (A) covering any asset to which the Delaware UCC or the New York UCC
is not applicable or (B) covering property acquired by a debtor after the
commencement of a case under the Federal Bankruptcy Code; and
  (iii)           We
assume that all filings will be timely made and duly filed as necessary for
perfection (a) in the event of any change in the name, identity or corporate
structure of El Paso or the Subsidiary Guarantors, (b) in the event of a change
in the jurisdiction of formation of El Paso or the Subsidiary Guarantors, (c) in
the event of a change in the location of the Collateral, if applicable, and (d)
to continue and maintain the effectiveness of the original filings.
  (iv)           We
express no opinion as to the nature or extent of the rights, or the power to
transfer rights, of any Opinion Party in, or title of El Paso or any Subsidiary
Guarantor to, any collateral under any of the Opinion Documents, or property
purporting to constitute such collateral, or the value, validity, enforceability
or effectiveness for any purpose of any such collateral or purported collateral,
and we have assumed that El Paso and each Subsidiary Guarantor has sufficient
rights in, or power to transfer rights in, all such collateral or purported
collateral for the security interests provided for under the Opinion Documents
to attach.
  7
 Exhibit F-1
 Third Amended and
Restated Credit Agreement
 (v)           We
express no opinion as to the priority of any pledge, security interest,
assignment for security, lien or other encumbrance, as the case may be, that may
be created or purported to be created under the Opinion Documents.
  (vi)           In
the case of property that becomes collateral under the Opinion Documents after
the date hereof, Section 552 of the United States Bankruptcy Code limits the
extent to which property acquired by a debtor after the commencement of a case
under the United States Bankruptcy Code may be subject to a lien arising from a
security agreement entered into by the debtor before the commencement of such
case.
  (vii)           We
express no opinion as to the enforceability of the security interests under the
Opinion Documents in any item of collateral subject to any restriction on or
prohibition against transfer contained in or otherwise applicable to such item
of collateral or any contract, agreement, license, permit, security, instrument
or document constituting, evidencing or relating to such item, except to the
extent that any such restriction is rendered ineffective pursuant to any of
Sections 9-406 through 9-409, inclusive, of the New York UCC.
  (N)           Insofar
as our opinion in paragraph 2 above relates to the enforceability under New York
law of the choice-of-law provision of the Opinion Documents choosing New York
law as the governing law thereof, it is rendered in reliance upon the Act of
July 19, 1984, ch. 421, 1984 McKinney’s Sess. Law of N.Y. 1406 (codified at N.Y.
Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney 1989) and N.Y. CPLR 327(b) (McKinney
1990) (the “Act”).   Furthermore,
the application of New York law pursuant to the Act to a transaction that has no
contact or only insignificant contact with the parties and the transaction may
raise constitutional and comity issues.  We direct your attention to
Lehman Brothers Commercial
Corporation v. Minmetals International Non-Ferrous Metals Trading
Company, 2000 U.S. Dist. LEXIS 16445 (S.D.N.Y. 2000), in which the court
analyzed the Act and noted that “[i]t remains to be seen, however,
whether a state with no connection to either of the parties or the transactions
could apply its own law, consonant with the Full Faith and Credit Clause [of the
U.S. Constitution], when doing so would violate an important public policy of a
more-interested state.”
  The opinions
expressed herein are solely for the benefit of the addressees hereof in
connection with the transaction referred to herein and may not be relied on by
such addressees for any other purpose or in any manner or for any purpose by any
other person or entity other than any Person that may become a Lender after the
date hereof.  This opinion letter is rendered as of the date set forth
above.  We expressly disclaim any obligation to update this letter
after such date.
  Very truly
yours,
   Bracewell &
Giuliani LLP
   8
 Exhibit F-1
 Third Amended and
Restated Credit Agreement
  SCHEDULE
I
  
  LIST
OF MATERIAL AGREEMENTS
  El
PASO CORPORATION
  a.  Indenture, dated as
of July 21, 2003, between El Paso Natural Gas Company and Wilmington Trust
Company, as Trustee.
  (i)  First Supplemental
Indenture, dated as of April 4, 2007.
  b.  Indenture, dated as
of May 10, 1999, between El Paso Corporation (f/k/a El Paso Energy Corporation)
and The Chase Manhattan Bank (now by merger JPMorgan Chase Bank and subsequently
replaced by HSBC Bank USA).
  (i)  First Supplemental
Indenture dated as of May 10, 1999 ($500 Million 6.75% Senior Notes due May 15,
2009).
  (ii)  Sixth Supplemental
Indenture dated as of May 14, 2001 ($500 Million 7% Notes due May 15,
2011).
  (iii)  Seventh
Supplemental Indenture dated as of June 10, 2002 ($600 Million 7.875% Notes due
June 15, 2012 (Private Placement)).
  (iv)  Eighth Supplemental
Indenture dated as of June 26, 2002 (up to $575 Million 6.14% Senior Notes due
8/16/07).
  (v)  Ninth Supplemental
Indenture dated as of July 1, 2005 (Remarked $272,102,350 of 6.14% Senior Note
due August 16, 2007 issued pursuant to the Eight Supplemental Indenture dated
June 26, 2002 (held as collateral for the Purchase Contract portion of the
Equity Security Units) for $272,102,000 of 7.625% Senior Notes due August 16,
2007).
  (vi)  Tenth Supplemental
Indenture dated as of December 28, 2005 (10.75% Senior Notes due 2010, 9.625%
Senior Notes due 2012, 7.75% Senior Notes due 2032, 7.42% due 2037, 6.95% Senior
Notes due 2028, 6.375% Senior Notes due 2009, 7.75% Senior Notes due 2010, 6.50%
Senior Notes due 2008, 7.625% Senior Notes due 2008, 6.50% Senior Notes due
2006, 6.70% Senior Notes due 2027, 7.50% Senior Notes due 2007).
  (vii)  Eleventh
Supplemental Indenture dated as of August 31, 2006 (for the issuance of up to
$150,000,000 of 7.75% Medium Term Notes due 2032 or 2035, as applicable, to be
exchanged for 7.75% Senior Notes due 2032 or 7.75% Senior Debentures due October
15, 2035).
  (viii)  $300 Million 8.05%
Global Medium Term Notes (Senior Fixed Rate Notes), due October 15, 2030, as
described in the Pricing Supplement No. 1 dated October 5, 2000 to Supplemental
Prospectus dated December 14, 1999 and Base Prospectus dated December 3, 1999,
Registration No. 333-86049.
  Exhibit F-1-Schedule
1
 Third Amended and
Restated Credit Agreement
 (ix)  $300 Million 7.375%
Global Medium Term Notes (Senior Fixed Rate Notes), due December 15, 2012, as
described in the Pricing Supplement No. 2 dated December 6, 2000 to Supplemental
Prospectus dated December 14, 1999 and Base Prospectus dated December 3, 1999,
Registration No. 333-86049.
  (x)  $300 Million 6.95%
Global Medium Term Notes (Senior Fixed Rate Notes), due December 15, 2007, as
described in the Pricing Supplement No. 3 dated December 14, 2000, to
Supplemental Prospectus dated December 13, 2000, to Base Prospectus dated
December 3, 1999, Registration No. 333-86049.
  (xi)  $700 Million 7.8%
Global Medium Term Notes (Senior Fixed Rate Notes), due August 1, 2031, as
described in the Pricing Supplement No. 01 dated July 25, 2001, to Supplemental
Prospectus dated July 24, 2001, to Base Prospectus dated May 4, 2001,
Registration No. 333-59704.
  (xii)  $1,100 Million
7.75% Global Medium Term Notes (Senior Fixed Rate Notes), due January 15, 2032,
as described in the Pricing Supplement No. 01 dated January 9, 2002 to
Prospectus Supplement dated January 7, 2002, to Base Prospectus dated May 4,
2001.
  (xiii)  Twelfth
Supplemental Indenture dated as of June 18, 2007 ($375,000,000 6.875% Senior
Notes due 2014, $900,000,000 7.000% Senior Notes due 2017).
  c.  Indenture dated as
of March 1, 1998 between El Paso Natural Gas Company (by assignment now El Paso
Corporation) and The Chase Manhattan Bank (by merger now JPMorgan Chase Bank and
subsequently replaced by Law Debenture Trust Company).
  (i)  First Supplemental
Indenture dated as of March 17, 1998 ($334.75 Million 4.75% Convertible
Subordinated Debentures due March 17, 2028, El Paso Energy Capital Trust
I).
  (ii)  Second Supplemental
Indenture dated August 1, 1998 (the Holding Company formation transaction which
authorized the merger of El Paso Natural Gas Company with El Paso Merger
Company, with El Paso Natural Gas Company as the surviving corporation, and then
El Paso Natural Gas Company stock was converted to into El Paso Energy
Corporation (now El Paso Corporation) common stock and the debt was assumed by
El Paso Corporation).
  (iii)  Amended and
Restated Declaration of Trust of El Paso Energy Capital Trust I, dated as of
March 16, 1998, among El Paso Natural Gas Company, Chase Manhattan Bank, Chase
Manhattan Bank Delaware and Administrative Trustees.
  d.  Indenture, dated as
of November 13, 1996, between El Paso Natural Gas Company and Wilmington
Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank).
  (i)  First Supplemental
Indenture dated as of June 10, 2002 ($300 Million 8.375% Notes due June 15,
2032).
  2
 Exhibit F-1 -
Schedule 1
 Third Amended and
Restated Credit Agreement
 (ii)  Second Supplemental
Indenture dated as of April 4, 2007 ($355 Million 5.95% Notes due April 15,
2017).
  e.  Indenture, dated as
of January 1, 1992, between El Paso Natural Gas Company and Wilmington
Trust Company (as successor to Citibank, N.A.).
  f.  Indenture, dated as
of June 1, 1986, between Sonat Inc. (by merger now El Paso Corporation) and
Manufacturers Hanover Trust Company (by merger now JPMorgan Chase Bank and
subsequently replaced by HSBC BANK USA).
  (i)  First Supplemental
Indenture dated as of June 1, 1995 (Various amendments).
  (ii)  Second Supplemental
Indenture dated as of October 25, 1999 (assumption of Sonat obligations under
Indenture dated June 1, 1986).
  (iii)  $100 Million 6.75%
Notes due October 1, 2007, as described in the Prospectus Supplement dated
September 25, 1997 to Prospectus dated July 27, 1993.
  (iv)  $100 Million 6.625%
Notes due February 1, 2008, as described in the Prospectus Supplement dated
January 27, 1998 to Prospectus dated July 27, 1993.
  (v)  $100 Million 7%
Notes due February 1, 2018, as described in the Prospectus Supplement dated
January 29, 1998 to Prospectus dated July 27, 1993.
  (vi)  $600 Million 7.625%
Notes due July 15, 2011, as described in the Prospectus Supplement dated July 7,
1999 to Prospectus dated September 9, 1998.
  g.  Indenture, dated as
of March 30, 1992, between Valero Energy Corporation (by merger PG&E Gas
Transmission, Texas Corporation, then El Paso Gas Transmission Company (“GTT”) and now El Paso
Corporation) and Bankers Trust Company (by merger now Deutsche Bank Trust
Company Americas).
  (i)  First Supplemental
Indenture dated as of March 13, 1995 (authorized the issuance of $284 Million in
Medium-Term Notes, various interest rates and maturities, 9 months to 30
years).
  (ii)  Second Supplemental
Indenture dated as of March 11, 2002 (conform Indenture dated March 30, 1992 to
El Paso Corporation May 10, 1999 Indenture).
  (iii)  Third Supplemental
Indenture dated as of April 5, 2002 (merged GTT into El Paso
Corporation).
  h.  Indenture, dated as
of October 1, 1990 between El Paso CGP Company, L.L.C. (f/k/a El Paso CGP
Company and The Coastal Corporation) and The Bank of New York Trust Company,
N.A. (f/k/a The Bank of New York) ($150 Million 10.75% Senior Debentures due
October 1, 2010).
  3
 Exhibit F-1 -
Schedule 1
 Third Amended and
Restated Credit Agreement
 (i)  First Supplemental
Indenture, dated as of December 27, 2005 (various amendments required to conform
El Paso CGP Company, L.L.C. October 1, 1990 Indenture to El Paso Corporation May
10, 1999 Indenture).
  (ii)  Second Supplemental
Indenture, dated as of December 31, 2005 among El Paso CGP Company, L.L.C., El
Paso Corporation and The Bank of New York Trust Company, N.A. (substantially all
of El Paso CGP Company, L.L.C., assets were transferred to El Paso Corporation
and El Paso Corporation assumed the debt of El Paso CGP Company,
L.L.C.).
  i.  Indenture, dated as
of May 15, 1992 between El Paso CGP Company, L.L.C. (f/k/a El Paso CGP Company
and The Coastal Corporation) and Bank of Montreal Trust Company (subsequently
replaced by The Bank of New York Trust Company, N.A.).
  (i)  First Supplemental
Indenture, dated as of May 20, 1992 ($150 Million 9.625% Senior Debentures due
May 15, 2012).
  (ii)  Second Supplemental
Indenture, dated as of December 27, 2005 (various amendments required to conform
El Paso COP Company, L.L.C. May 15, 1992 Indenture to El Paso Corporation May
10, 1999 Indenture).
  (iii)  Third Supplemental
Indenture, dated as of December 31, 2005 among El Paso COP Company, L.L.C., El
Paso Corporation and The Bank of New York Trust Company, N.A. (substantially all
of El Paso COP Company, L.L.C. assets were transferred to El Paso Corporation
and El Paso Corporation assumed the debt of El Paso COP Company,
L.L.C.).
  j.  Indenture, dated as
of September 15, 1992 between El Paso COP Company, L.L.C. (f/k/a El Paso COP
Company and The Coastal Corporation) and NationsBank, N.A. (subsequently
replaced by The Bank of New York Trust Company, RA.).
  (i)  Second Supplemental
Indenture dated as of October 19, 1995 ($150 Million 7.75% Senior Debentures due
October 15, 2035).
  (ii)  Third Supplemental
Indenture, dated as of December 27, 2005 (various amendments required to conform
El Paso COP Company, L.L.C. September 15, 1992 Indenture to El Paso Corporation
May 10, 1999 Indenture).
  (iii)  Fourth Supplemental
Indenture, dated as of December 31, 2005 among El Paso COP Company, L.L.C., El
Paso Corporation and The Bank of New York Trust Company, N.A. (substantially all
of El Paso COP Company, L.L.C. assets were transferred to El Paso Corporation
and El Paso Corporation assumed the debt of El Paso COP Company,
L.L.C.).
  k.  Indenture, dated as
of February 24, 1997 between El Paso COP Company, L.L.C. (f/k/a El Paso COP
Company and The Coastal Corporation) and Harris Trust and Savings Bank
(subsequently replaced by The Bank of New York Trust Company,
N.A.).
  4
 Exhibit F-1 -
Schedule 1
 Third Amended and
Restated Credit Agreement
 (i)  First Supplemental
Indenture dated as of February 24, 1997 ($200 Million 6.70% Senior Debentures
due February 15, 2027, put date February 15, 2007).
  (ii)  Second Supplemental
Indenture dated as of February 24, 1997 ($200 Million 7.42% Senior Debentures
due February 15, 2037).
  (iii)  Third Supplemental
Indenture dated as of June 5, 1998 ($200 Million 6.5% Senior Debentures due June
1, 2008).
  (iv)  Fourth Supplemental
Indenture dated as of June 5, 1998 ($200 Million 6.95% Senior Debentures due
June 1, 2028).
  (v)  Fifth Supplemental
Indenture dated as of February 10, 1999 ($200 Million 6.375% Senior Debentures
due February 1, 2009).
  (vi)  Eighth Supplemental
Indenture dated as of June 16, 2000 ($400 Million 7.75% Notes due June 15,
2010).
  (vii)  Eleventh
Supplemental Indenture dated as of September 6, 2000 ($215 Million 7.625% Notes
due 9/1/08).
  (viii)  Twelfth
Supplemental Indenture, dated as of December 27, 2005 (various amendments
required to conform El Paso CGP Company, L.L.C. February 24, 1997 Indenture to
El Paso Corporation May 10, 1999 Indenture).
  (ix)  Thirteenth
Supplemental Indenture, dated as of December 31, 2005 among El Paso CGP Company,
L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso CGP Company, L.L.C. assets were transferred to El
Paso Corporation and El Paso Corporation assumed the debt of El Paso CGP
Company, L.L.C.).
  l.  Indenture, dated as
of March 4, 1997, between Tennessee Gas Pipeline Company and Wilmington
Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank).
  (i)  First Supplemental
Indenture dated as of March 13, 1997 ($300 Million 7.5% Debentures due
April 1, 2017).
  (ii)  Second Supplemental
Indenture dated as of March 13, 1997 ($300 Million 7% Debentures due March
15, 2027).
  (iii)  Third Supplemental
Indenture dated as of March 13, 1997 ($300 Million 7.625% Debentures due
April 1, 2037).
  (iv)  Fourth Supplemental
Indenture dated as of October 9, 1998 ($400 Million 7% Debentures due
October 15, 2028).
  5
 Exhibit F-1 -
Schedule 1
 Third Amended and
Restated Credit Agreement
 (v)  Fifth Supplemental
Indenture dated June 10, 2002 ($240 Million 8.375% Senior Notes due June
15, 2032).
  m.  Indenture, dated as
of March 15, 1988, between Tenneco, Inc. (now El Paso Tennessee Pipeline Co.)
and The Chase Manhattan Bank (now by merger JPMorgan Chase Bank and subsequently
replaced by Wilmington Trust Company).
  (i)  Second Supplemental
Indenture dated as of March 30, 1988 ($250 Million 10% Debentures due March 15,
2008, outstanding balance $26.4 Million).
  (ii)  Tenth Supplemental
Indenture dated as of November 15, 1992 ($150 Million 9% Debentures due November
15, 2012, outstanding principal $1.1 Million).
  (iii)  Twelfth
Supplemental Indenture dated as of December 15, 1995 ($300 Million 7.25%
Debentures due December 15, 2025, outstanding principal $23.2
Million).
  (iv)  Thirteenth
Supplemental Indenture dated as of December 10, 1996.
  n.  Indenture, dated as
of December 15, 1981, between Tenneco Inc. (now Tennessee Gas Pipeline Company)
and The Chase Manhattan Bank (by merger now JPMorgan Chase Bank and subsequently
replaced by Wilmington Trust Company) ($400 Million 6% Debentures due December
15, 2011, current balance $85.8 Million).
  (i)  First Supplemental
Indenture dated as of December 10, 1996.
  (ii)  Second Supplemental
Indenture dated as of December 10, 1996.
  o.  Fiscal Agency
Agreement dated May 6, 2002 among El Paso Corporation, Citibank, N.A. and
Societe Generale Bank and Trust, 6 S.A. relating to €500 Million 7.125% Euro
Notes due May 6, 2009.
  p.  Credit Agreement
dated as of June 20, 2007, among El Paso Corporation, the Lenders party thereto,
Citicorp USA, Inc., as Administrative Agent and as Issuing Agent, and the Bank
of New York as Paying Agent.
  (i)  The Reimbursement
Agreement dated as of June 20, 2007, between El Paso Corporation and Citibank,
N. A.
  (ii)  Credit Agreement
First Amendment dated as of August 28, 2007, among El Paso Corporation, Citicorp
USA, Inc. and The Bank of New York.
  (iii)  Credit Agreement
Second Amendment dated as of September 6, 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  (iv)  Credit Agreement
Third Amendment dated as of September 17 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  6
 Exhibit F-1 -
Schedule 1
 Third Amended and
Restated Credit Agreement
 (v)  Credit Agreement
Fourth Amendment dated as of September 20, 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  (vi)  Credit Agreement
Fifth Amendment dated as of September 28, 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  (vii)  Credit Agreement
Sixth Amendment dated as of October 3, 2007, among El Paso Corporation, Citicorp
USA, Inc. and The Bank of New York.
  (viii)  Credit Agreement
Seventh Amendment dated as of October 11, 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  (ix)  Credit Agreement
Eighth Amendment dated as of October 18, 2007, among El Paso Corporation,
Citicorp USA, Inc. and The Bank of New York.
  q.  Other Credit and
Facility Agreements
  (i)  Discretionary
Facility Agreement dated as of February 21, 2003, between El Paso Corporation
and Compass Bank.
  (ii)  Credit Agreement
dated July 19, 2006 among El Paso Corporation and Deutsche Bank AG New York
Branch as Initial Lender and Issuing Bank and Deutsche Bank AG New York Branch
as Administrative Agent and Collateral Agent.
  (iii)  First Tier
Receivables Sale Agreement dated August 31, 2006, between Tennessee Gas
Pipeline Company and TGP Finance Company, L.L.C.
  (iv)  Second Tier
Receivables Sale Agreement dated August 31, 2006, between TGP Finance
Company, L.L.C. and TGP Funding Company, L.L.C.
  (v)  Receivables
Purchase Agreement dated August 31, 2006, among TGP Funding Company,
L.L.C., Tennessee Gas Pipeline Company, Starbird Funding Corporation, the other
investors from time to time parties thereto, BNP Paribas, New York Branch, and
the other Managing Agents from time to time parties thereto.
  (a)           Amendment
No 1, dated as of December 1, 2006, to the Receivables Purchase Agreement
dated as of August 31, 2006,among TGP Funding Company,
L.L.C., Tennessee Gas Pipeline Company, Starbird Funding Corporation and the
other funding entities from time to time party thereto, BNP Paribas, New York
Branch, and the other financial institutions from time to time party
thereto.
  (vi)  Facility Agreement
dated as of January 4, 2007, between El Paso Corporation and Morgan Stanley
Capital Services Inc.
  r.  Letters of Credit
with a Face Amount Exceeding $50,000,000
  7
 Exhibit F-1 -
Schedule 1
 Third Amended and
Restated Credit Agreement
 (i)  Application and
Agreement for irrevocable Standby Letter of Credit, dated as of December 15,
2004, by El Paso Corporation to JPMorgan Chase Bank, N.A., in favor of Midland
Cogeneration Venture Limited Partnership for the account of El Paso Marketing,
L.P. for the aggregate amount not exceeding $110 Million 100
Thousand.
  (ii)  Application for
Irrevocable Standby Letter of Credit, dated as of July 29, 2006 by El Paso
Corporation to Deutsche Bank AG, New York Branch, in favor of Midland
Cogeneration Venture Limited Partnership for the account of El Paso Merchant
Energy, L.P. for the aggregate amount not exceeding $74 Million.
  (iii)  Application for
Irrevocable Standby Letter of Credit, dated as of September 1, 2005, by El Paso
Corporation to Deutsche Bank AG, New York Branch, in favor of Williams Power
Company for the account of El Paso Merchant Energy, L.P. for the aggregate
amount not exceeding $219 Million 900 Thousand.
  (iv)  Application for
Standby Letter of Credit, dated as of November 10, 2006, by El Paso Corporation
to BNP Paribas in favor of Southeast Supply Header, LLC for the account of
Southern Natural Gas Company in the amount of $60 Million.
  (v)  Application for
Standby Letter of credit, dated as of July 19, 2006, by El Paso Corporation to
Deutsche Bank AG, New York Branch, in favor of Morgan Stanley Capital Group Inc.
for the account of El Paso Marketing, L.P. in the amount of $184
Million.
  (vi)  Application for
Irrevocable Standby Application for Irrevocable Standby Letter of Credit, dated
as of February 6, 2007, by El Paso Corporation to Fortis Bank S.A./N.V., in
favor of Morgan Stanley Capital Group Inc. for the account of El Paso Marketing,
L.P. for the aggregate amount not exceeding $162 Million 100
Thousand.
  (vii)  Application for
Irrevocable Standby Letter of Credit, dated as of September 24, 2003, by El Paso
Corporation to JPMorgan Chase Bank, N.A., in favor of Morgan Stanley Capital
Group Inc. for the account of El Paso Marketing, L.P. for the aggregate amount
not exceeding $85 Million 750 Thousand.
  s.  ISDA Master
Agreements
  (i)  1992 ISDA Master
Agreement dated October 24, 2001, between El Paso Corporation and Credit Suisse
First Boston International.
  (ii)  1992 ISDA Master
Agreement dated March 5, 2001, between El Paso Corporation and Westdeutsche
Landesbank Girozentrale.
  (iii)  2002 ISDA Master
Agreement dated August 29, 2003 between El Paso Corporation and Citibank,
N.A.
  (iv)  2002 ISDA Master
Agreement dated June 24, 2004, between El Paso Corporation and Deutsche Bank
A.G.
  8
 Exhibit F-1 -
Schedule 1
 Third Amended and
Restated Credit Agreement
 (v)  2002 ISDA Master
Agreement dated November 22, 2004, between El Paso Corporation and Citigroup
Financial Products Inc.
  t.  Various Guaranties
and Other Documents
  (i)  Guaranty Agreements
dated as of July 12, 2005 and December 13, 2006, by El Paso Corporation in favor
of Mt. Franklin Insurance Ltd.
  (ii)  Guaranty Agreement
dated as of February 15, 2006, by El Paso Corporation in favor of Coastal
Offshore Insurance Ltd.
  (iii)  Guaranty Agreement
dated as of April 25, 2006 by El Paso Corporation in favor of Petroleo
Brasileiro S.A. – Petrobas.
  (iv)  Terms of 4.99%
Convertible Perpetual Preferred Stock, pursuant to the Offering Memorandum dated
as of April 11, 2005 by El Paso Corporation.
   9
 Exhibit F-1 -
Schedule 1
 Third Amended and
Restated Credit Agreement
  EXHIBIT
A
 
  (Financing
Statements Attached)
  
   Exhibit F-1 Third Amended and
Restated Credit Agreement
  EXHIBIT F-2
  FORM
OF
  OPINION
OF GENERAL COUNSEL OR ASSOCIATE GENERAL COUNSEL TO THE COMPANY
  [LETTERHEAD OF EL
PASO CORPORATION]
 November __,
2007
  To
the Administrative Agent and the Collateral Agent under the
 Credit Agreement
described below and to each
 (1)  Lender party to
such Credit Agreement
  Re:  Credit
Agreement dated as of November __, 2007
  (2)  Ladies/Gentlemen:
  This opinion letter
is furnished to you in connection with the Third Amended and Restated Credit
Agreement, dated as of November __, 2007 (the “Credit Agreement”), among E1
Paso Corporation, a Delaware corporation (the “Company”), Tennessee Gas
Pipeline Company, a Delaware corporation (“TGPC”), and El Paso Natural
Gas Company, a Delaware corporation (together with the Company and TGPC, the
“Borrowers”), JPMorgan
Chase Bank, N.A. (“JPMorgan”), as Administrative
Agent (in such capacity, the “Administrative Agent”),
JPMorgan, as Collateral Agent (in such capacity, the “Collateral Agent”) and the
lenders party thereto (the “Lenders”).  Unless
the context otherwise requires, all capitalized terms used but not defined
herein have the meanings assigned to such terms in the Credit
Agreement.
  I
am Executive Vice President and General Counsel of the Company, and I, or
attorneys under my supervision and direction, have acted as counsel for the
Borrowers and for El Paso EPNG Investments, L.L.C., a Delaware limited liability
company, El Paso Tennessee Pipeline Co., a Delaware corporation, and El Paso
TGPC Investments, L.L.C., a Delaware limited liability company (each, a “Subsidiary Guarantor”, and
collectively, the “Subsidiary
Guarantors” and together with the Borrowers, the “Opinion Parties”) in
connection with the preparation, execution and delivery of the Credit Agreement
and the other Opinion Documents (hereinafter defined).
  In
that connection, I, or attorneys under my supervision and direction, have
examined:
  (1)
              an executed
      counterpart of the Credit
Agreement;
  (2)
              an executed
      counterpart of the Subsidiary Guarantee
  Agreement;
  (3)
              an executed
      counterpart of the Security Agreement (collectively with the Credit
      Agreement and the Subsidiary Guarantee Agreement, the “Opinion
      Documents”);
  Exhibit F-2 – Page
1
 Third Amended and
Restated Credit Agreement
 (4)
              (a) true and
      correct copies of the certificate of incorporation or certificate of
      formation, as the case may be, and by-laws or limited liability company
      agreements, as the case may be, as amended to date, of each Opinion Party
      and (b) a copy of the certificate of good standing of each Opinion Party,
      dated as of a recent date, issued by the Secretary of State of the State
      of Delaware; and
  (5)
              other
      documents furnished to me by the Opinion Parties pursuant to or in
      connection with the Opinion
Documents.
  I,
or attorneys under my supervision and direction, have also examined the
originals, or copies, certified or otherwise identified to our satisfaction, of
the agreements, instruments and other documents, and all of the orders, writs,
judgments, awards, injunctions and decrees, which affect or purport to affect
each Opinion Party’s ability to enter into and to perform its obligations under
the Opinion Documents. In addition, I, or attorneys under my supervision and
direction, have examined the originals, or copies certified or otherwise
identified to our satisfaction, of such other corporate records of the Opinion
Parties, certificates of public officials and of officers of the Opinion
Parties, and such other agreements, instruments and other documents, as I have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In all such examinations, I, or such attorneys under my supervision
and direction, have assumed the legal capacity of all natural persons executing
agreements and documents, the genuineness of all signatures on original,
certified or reproduction copies of agreements and documents of all parties
(other than, with respect to the Opinion Documents, the Opinion Parties), the
authenticity of original and certified documents and the conformity to original
or certified copies of all copies submitted to such attorneys or me as conformed
or reproduction copies. As to various questions of fact relevant to the opinions
expressed herein, I have relied upon, and assumed the accuracy of,
representations and warranties contained in the Opinion Documents and
certificates and oral or written statements and other information of or from
public officials, officers and/or representatives of the Opinion Parties and
others.
  I
have assumed that the parties to the Opinion Documents (other than the Opinion
Parties) have the power to enter into and perform such documents and that each
such document has been duly authorized, executed and delivered by the parties
thereto (other than the Opinion Parties), and constitutes the valid and binding
obligation of each party thereto.
  The opinions
expressed below are limited to the Federal laws of the United States and, to the
extent relevant hereto, the General Corporation Law of the State of Delaware and
the Delaware Limited Liability Company Act, each as currently in
effect.  I assume no obligation to supplement this opinion if any
applicable laws change after the date hereof or if I become aware of any facts
that might change the opinions expressed herein after the date
hereof.
  Based on the
foregoing and upon such investigation as I, or attorneys under my supervision
and direction, have deemed necessary, and subject to the limitations,
qualifications and assumptions set forth herein, I am of the following
opinion:
  (1)
              Each Opinion
      Party (i) is a corporation duly incorporated or a limited liability
      company duly formed, as the case may be, and validly existing in good
      standing under the laws of the State of Delaware and (ii) possesses all
      the corporate or limited liability company, as applicable, powers and all
      other authorizations and licenses necessary to engage in its business and
      operations as now conducted, which the failure to obtain or maintain would
      have a Material Adverse Effect.
  Exhibit F-2 – Page
2
 Third Amended and
Restated Credit Agreement
 (2)
              The
      execution, delivery, and performance by each Opinion Party of each Opinion
      Document to which it is a party:
  (a)
              are within
      each Opinion Party’s corporate or limited liability company, as
      applicable, powers and have been duly authorized by all necessary
      corporate or limited liability company, as applicable, action of or by
      such Opinion Party;
  (b)
              do not and
      will not contravene the Opinion Party’s certificate of incorporation and
      by-laws or certificate of formation and limited liability company
      agreement, as the case may be, as amended to
  date;
  (c)
              do not and
      will not contravene any U.S. federal law or regulation applicable to the
      Opinion Parties (excluding provisions of U.S. federal law expressly
      referred to in and covered by the opinion of Bracewell & Giuliani LLP
      dated the date hereof and delivered to you in connection with the
      transactions contemplated hereby) or any provision of the General
      Corporation Law of the State of Delaware or the Delaware Limited Liability
      Company Act applicable to the Opinion
Parties.
  (3)
              Each Opinion
      Document has been duly executed and delivered by each Opinion Party to
      it.
  (4)
              No
      authorization or approval or other action by, and no notice to or filing
      with, any U.S. federal governmental authority or regulatory body
      (including, without limitation, the Federal Energy Regulatory Commission),
      or any Delaware governmental authority or regulatory body pursuant to the
      General Corporation Law of the State of Delaware or the Delaware Limited
      Liability Company Act, is required for the due execution, delivery and
      performance by each Opinion Party of any Opinion Document to which it is a
      party, except for:
  (a)
              authorizations,
      approvals and other actions that have been obtained or taken and notices
      and filings that have been made, in each case that are in full force and
      effect; and
  (b)
              authorizations,
      approvals, other actions, notices and filings required in the ordinary
      course of business in connection with the performance by each Opinion
      Party of its obligations under certain covenants and warranties contained
      in the Opinion Documents to which it is a party and pursuant to securities
      and other laws that may be applicable to the disposition of any collateral
      subject thereto.
  (5)
              To the best
      of my knowledge, there is no action, suit or proceeding pending or overtly
      threatened against or involving the Opinion Parties (a) that, in my
      judgment (taking into account the exhaustion of all appeals), would have a
      Material Adverse Effect (provided that this opinion does not address any
      actions, suits, or proceedings that have been disclosed in the annual
      report on Form 10-K for the fiscal year ended December 31, 2006, or the
      quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed
      by the Borrowers with the Securities and Exchange Commission or (b) that
      purports to affect the legality, validity, binding effect or
      enforceability of the Opinion
Documents.
  Exhibit F-2 – Page
3
 Third Amended and
Restated Credit Agreement
 (6)
              The Initial
      Pledged Equity identified on Schedule II to the Security Agreement has (to
      the extent applicable) been duly authorized and validly issued and is
      fully paid and non-assessable.
  The opinions
expressed herein are given as of the date hereof.  The opinions
expressed herein are limited solely to those expressly set forth herein, and I
express no opinions by implication. The opinions expressed herein are solely for
the benefit of the addressees hereof and any other person or entity becoming an
Administrative Agent, a Collateral Agent or Lender under the Credit Agreement in
accordance therewith, and any participant of any Lender in accordance with the
Credit Agreement, in each case above, in connection with the transactions
referred to herein and may not be relied on by such addressees for any other
purpose or in any manner or for any purpose by any other person or entity
without my prior written consent.
  Very truly
yours,
  
    Exhibit F-2 – Page
4
 Third Amended and
Restated Credit Agreement
  EXHIBIT
G
  ACCEPTABLE
SUBORDINATION PROVISIONS
  [NAME OF BORROWER],
a [Delaware] corporation (together with its successors, the “Borrower”), and [NAME OF
LENDER], a [Delaware] corporation (together with its successors, “Lender”), agree for the
benefit of the Senior Debt (as defined below) that all indebtedness evidenced by
this [PROMISSORY NOTE] (this “Note”), including principal,
premium, if any, and interest, and all other amounts payable to Lender hereunder
(including, for all purposes of this Note, any payment in respect of redemption
or purchase or other acquisition hereof) (collectively, the “Subordinated Debt”) shall, to
the extent hereinafter set forth, be subordinate and junior to all Senior
Debt.
  Unless and until
all principal of, premium, if any, and interest on, and all other obligations of
the Borrower under, any Senior Debt shall have been paid in full and all
commitments to extend Senior Debt shall have terminated, neither the Borrower
nor any of its Subsidiaries or Affiliates shall make, and Lender shall not
demand, accept or receive, or attempt to collect or commence any legal
proceedings to collect, any direct or indirect payment (in cash or property or
by setoff, exercise of contractual or statutory rights or otherwise) of or on
account of any amount payable on or with respect to this Note (including any
payment in respect of redemption or purchase or other acquisition) or any
interest herein.  Unless and until all principal of, premium, if any,
and interest on, and all other obligations of the Borrower under, the Senior
Debt shall have been paid in full and all commitments to extend Senior Debt
shall have terminated, Lender will not commence or maintain any action, suit or
any other legal or equitable proceeding against the Borrower, or join with any
creditor in any such proceeding, under any insolvency, bankruptcy, receivership,
liquidation, reorganization or other similar law, unless the holders of Senior
Debt shall also join in bringing such proceeding; providedthat the foregoing
shall not prohibit Lender from filing a proof of claim or otherwise
participating in any such proceeding not commenced by it.
  In
the event of any insolvency or bankruptcy proceedings, and any receivership,
liquidation, reorganization or other similar proceedings in connection
therewith, relative to the Borrower or to its creditors, in their capacity as
creditors of the Borrower, or to substantially all of its property, and in the
event of any proceedings for voluntary liquidation, dissolution or other winding
up of the Borrower, whether or not involving insolvency or bankruptcy,
then:
  (a)      the
holders of the Senior Debt shall first be entitled to receive payment in full of
the principal thereof, premium, if any, interest and all other amounts payable
thereon (accruing before and after the commencement of the proceedings, whether
or not allowed or allowable as a claim in such proceedings) before Lender is
entitled to receive any payment on account or in respect of Subordinated Debt;
and
  (b)      any
payment or distribution of assets of the Borrower of any kind or character,
whether in cash, property or securities to which Lender would be entitled, but
for the provisions of this Note, shall be paid or distributed by the liquidating
trustee or agent or other person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or other trustee or
agent, directly to the Agent (as defined below) and any other representative on
behalf of the holders of Senior Debt to the extent necessary to make payment in
full of all amounts of Senior Debt remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of the Senior
Debt.
  Exhibit G –
Page 1
 Third Amended and
Restated Credit Agreement
 Should any payment
or distribution or security or the proceeds of any thereof be collected or
received by Lender in respect of the Subordinated Debt, at a time when the
payment thereof by the Borrower is prohibited by the terms of this Note, Lender
will forthwith deliver the same to the Agent and any other representative on
behalf of the holders of Senior Debt for the equal and ratable benefit of the
holders of the Senior Debt in precisely the form received (except for the
endorsement or the assignment of or by Lender where necessary) for application
to payment of all Senior Debt in full, after giving effect to any concurrent
payment or distribution to the holders of Senior Debt and, until so delivered,
the same shall be held in trust by Lender as the property of the holders of the
Senior Debt.
  Lender shall not be
subrogated to the rights of the holders of the Senior Debt to receive payments
or distributions of assets of the Borrower until all amounts payable with
respect to the Senior Debt shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which Lender would be entitled except for
these provisions shall, as between the Borrower, its creditors other than the
holders of the Senior Debt, and Lender, be deemed to be a payment by the
Borrower to or on account of the Senior Debt.  The subordination
provisions of this Note are and are intended solely for the purpose of defining
the relative rights of Lender, on the one hand, and the holders of the Senior
Debt, on the other hand.
  Subject to the
payment in full of all of the Senior Debt, Lender shall be subrogated to the
rights of the holders of Senior Debt to receive payments or distributions of
cash, property or securities of the Borrower applicable to the Senior Debt until
all amounts owing on the Subordinated Debt shall be paid in full.  For
purposes of such subrogation, no payments or distributions to Lender of cash,
property, securities or other assets by virtue of the subrogation herein
provided which otherwise would have been made to the holders of the Senior Debt
shall, as between the Borrower, its creditors other than the holders of Senior
Debt and Lender, be deemed to be a payment to or on account of the Subordinated
Debt.  Lender agrees that, in the event that all or any part of any
payment made on account of the Senior Debt is recovered from the holders of
Senior Debt as a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law, any payment or distribution received by
Lender on account of the Subordinated Debt at any time after the date of the
payment so recovered, whether pursuant to the right of subrogation provided for
in this Subordinated Note or otherwise, shall be deemed to have been received by
Lender in trust as the property of the holders of the Senior Debt and Lender
shall forthwith deliver the same to the Agent and any other representative on
behalf of the holders of the Senior Debt for the equal and ratable benefit of
the holders of the Senior Debt for application to payment of all Senior Debt in
full.
  Exhibit G –
Page 2 Third Amended and
Restated Credit Agreement
 
 Lender hereby
waives any and all notice in respect of the Senior Debt, present or future, and
agrees and consents that without notice to or assent by any holder or holders of
the Subordinated Debt:
  (i)      the
obligation and liabilities of the Borrower or any other party or parties for or
upon the Senior Debt (or any promissory note, security document or guaranty
evidencing or securing the same) may, from time to time, in whole or in part, be
renewed, extended, modified, amended, restated, accelerated, compromised,
supplemented, terminated, sold, exchanged, waived or released;
  (ii)      the
Agent and the holders of the Senior Debt may exercise or refrain from exercising
any right, remedy or power granted by or in connection with any agreements
relating to the Senior Debt; and
  (iii)                 any
balance or balances of funds with any holders of the Senior Debt at any time
standing to the credit of the Borrower may, from time to time, in whole or in
part, be surrendered or released;
  all as the Agent or
the holders of the Senior Debt may deem advisable and all without impairing,
abridging, diminishing, releasing or affecting the subordination of the
Subordinated Debt to the Senior Debt provided for herein.
  Nothing contained
in the subordination provisions of this Note is intended to or shall impair, as
between the Borrower, its creditors other than the holders of the Senior Debt,
and Lender, the obligation of the Borrower, which is absolute and unconditional,
to pay to Lender the principal of, premium, if any, and interest on this Note,
as and when the same shall become due and payable (except as otherwise provided
in this Note) in accordance with its terms, or is intended to or shall affect
the relative rights of Lender and other creditors of the Borrower other than the
holders of the Senior Debt.
  Lender acknowledges
and agrees that the holders of the Senior Debt have relied upon and will
continue to rely upon the subordination provided for herein in entering into the
agreements relating to Senior Debt and in extending credit to the Borrower
pursuant thereto.
  No
present or future holder of Senior Debt shall be prejudiced in his right to
enforce the subordination contained herein in accordance with the terms hereof
by any act or failure to act on the part of the Borrower or
Lender.  The subordination provisions contained herein are for the
benefit of the holders of the Senior Debt from time to time and, so long as any
Senior Debt is outstanding under any agreement, may not be rescinded, cancelled
or modified in any way without the prior written consent thereto of all holders
of Senior Debt.
  Notwithstanding
anything to the contrary in this Note, upon any payment or distribution of
assets of the Borrower in any proceedings for reorganization, insolvency,
liquidation, dissolution or other winding up, Lender shall be entitled to rely
upon any final order or decree made by any court of competent jurisdiction in
which any such proceedings are pending for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of
the Senior Debt and other debt of the Borrower, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto.
  Exhibit G –
Page 3 Third Amended and
Restated Credit Agreement
 The subordination
provisions hereof shall be binding upon any holder of Subordinated Debt and upon
the successors and assigns of Lender; and all references herein to Lender shall
be deemed to include any successor or successors, whether immediate or remote,
to Lender.
  The following
terms, as used herein, have the following respective meanings:
  “Agent” means (i) so long as
the Credit Agreement is in effect, JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent for the Lenders party to the Credit Agreement or any
successor or other Administrative Agent appointed pursuant to the Credit
Agreement and (ii) if there is no Credit Agreement in effect, thereafter any
agent designated as representative of holders of all other Senior
Debt.
  “Credit Agreement” means the
Third Amended and Restated Credit Agreement dated as of November 16, 2007 among
El Paso Corporation, certain of its subsidiaries as Pipeline Company Borrowers,
the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
and Collateral Agent, as the same may be amended, restated, modified, extended
or supplemented from time to time in accordance with its terms and any successor
financial institution credit agreement refinancing all or a portion of the
Credit Agreement and designated by the Borrower as the “Credit Agreement” for
purposes hereof.
  “Senior Debt” means (a) all
principal of, premium and interest (including, without limitation, any interest
(“Post-Petition
Interest”) which accrues (or which would accrue but for such case,
proceeding or other action) after the commencement of any case, proceeding or
other action relating to the bankruptcy, insolvency or reorganization of the
Borrower (whether or not such interest is allowed or allowable as a claim in
such case, proceeding or other action)) on any loan or reimbursement or other
obligation under, and all notes issued pursuant to, the Credit Agreement or any
other Financing Document, (b) any renewals, refinancings or extensions of any of
the foregoing (or any portion thereof) (including Post-Petition Interest) and
(c) all fees, expenses, indemnities and other amounts payable by the Borrower
thereunder or with respect thereto.
  Other capitalized
terms used but not defined herein have the meanings assigned to such terms in
the Credit Agreement.
    Exhibit G – Page
4
 Third Amended and
Restated Credit Agreement