EXHIBIT 10.B




EXECUTION
VERSION










THIRD AMENDED AND RESTATED SECURITY
AGREEMENT














dated as of November 16,
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













TABLE OF
      CONTENTS
                  
                  
                  ARTICLE
      1
                  DEFINITIONS
      AND INTERPRETATION
                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 Parties
                8ARTICLE
      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.
 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.
 
 SCHEDULESSchedule
      I
              Subsidiary
      GrantorsSchedule
      II
              Initial
      Pledged 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 CorporationEXHIBITSEXHIBIT
      A
              Form of
      Officer’s Certificate for Qualified Investments
   iii.


THIRD
AMENDED AND RESTATED SECURITY AGREEMENT




THIRD AMENDED AND
RESTATED SECURITY AGREEMENT, dated as of November 16, 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:









ARTICLE
1


Definitions
And Interpretation




Section
1.01 .  Definitions.(a)Capitalized terms used
but not defined herein shall have the respective meanings assigned to such terms
in the Credit Agreement.




(b)  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


“CompanyPayment
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


“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
Section
9.01(a).




4


“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).




“Pledged Financial Assets”
means all financial assets credited from time to time to the Pledged
Accounts.




5


“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 Section 5.01(a).




“Subsidiary GrantorPayment
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.




6


“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).




(c)  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 (g) 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




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 (i) such Credit Party’s organizational documents or (ii)
any material contractual restriction binding on or affecting such Credit
Party.




(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 (i) with Applicable Laws in the ordinary course of such
Credit Party’s business or (ii) 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.




8


(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.




(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.




9


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;




(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





10


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.




(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.




11


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.




(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.




12


(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(a) 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.




(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 4.03(a)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 (1) 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 (2) 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.




13


(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.




(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.




14


(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.




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 (i) 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.




15


(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.




(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.




16


(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.




(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.




17


(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.




(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.




18


(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.




(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.




19


(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.




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.




20




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;




(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




21


(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;




(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, (A) any (1)
accounts owing to the Exempted Guarantor by the Company, (2) payment intangibles
owing to the Exempted Guarantor by the Company, (3) instruments owing to the
Exempted Guarantor by the Company or (4) 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”):




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(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.




(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;




23


(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.




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.




24


(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


(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.




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.




26


(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.




(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.




27


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;




(ii)  except as provided
in Section 5.08(b), 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;




(iii)  each Grantor shall
be entitled to receive and retain all payments made on or in respect of Payment
Collateral pledged by such Grantor; and




(iv)  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 (iii) 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.




28


(b)  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(b) 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(b) that are received by a Grantor contrary to the
provisions of this Section 5.08(b), 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(b).




(c)  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(c)(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(c)(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(c)(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(c)(ii); and




29


(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(a)(iii) 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(c)(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(c)(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:




30


(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;




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( ), 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.




31


(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.




(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.




32


(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.




(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;




33


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




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.




34




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.




35


(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;




36


(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.




37


(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:




38


(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.




Section
9.06 .  [Reserved].




39


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.




40


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.




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.




41


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 paragraph (a) 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.




(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( ), 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.




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.




42


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





PIPELINE
      COMPANY BORROWERS:
            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
      Treasurer


SUBSIDIARY
      GRANTORS:
            EL PASO EPNG
      INVESTMENTS, L.L.C.By:    /s/ John J. HopperName: John J. HopperTitle:  Vice President and
      Treasurer




EL PASO
      TENNESSEE PIPELINE CO.By:    /s/ John J. HopperName: John J. HopperTitle:  Vice President and
      Treasurer
 EL PASO TGPC
      INVESTMENTS, L.L.C.By:    /s/ John J. HopperName: John J. HopperTitle:  Vice President and
      Treasurer








43





RELEASED
      PARTIES:
            EL PASO CNG
      COMPANY, L.L.C.By:    /s/ John J. HopperName: John J. HopperTitle:  Vice President and
      Treasurer




EL PASO NORIC
      INVESTMENTS III, L.L.C.By:    /s/ John J. HopperName: John J. HopperTitle:  Vice President and
      Treasurer
 EPPP CIG GP
      HOLDINGS, L.L.C.By:    /s/ John J. HopperName: John J. HopperTitle:  Vice President and
      Treasurer


44





COLLATERAL
      AGENT:
            JPMORGAN
      CHASE BANK, N.A., as Collateral AgentBy:    /s/ Robert TrabandName: Robert TrabandTitle: Executive
    Director





DEPOSITORY
      BANK:
            JPMORGAN
      CHASE BANK, N.A., as Depository BankBy:    /s/ Robert TrabandName: Robert TrabandTitle: Executive
    Director








45


SCHEDULE
I









SUBSIDIARY
GRANTORS









El
Paso EPNG Investments, L.L.C.


El
Paso Tennessee Pipeline Co.


El
Paso TGPC Investments, L.L.C.


Schedule
I





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
            %












Schedule
II


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






Schedule
III


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







Schedule
IV





SCHEDULE
V




SECURED HEDGING
AGREEMENTS









1.
            None.






Schedule
V


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 16, 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 Amountresulted
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
A


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).




(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.




Schedule
VI


(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 l, 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.




2
 Schedule VI


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 l, 2008, as described in the Prospectus Supplement dated
January 27, 1998 to Prospectus dated July 27, 1993.




(v)  $100 Million 7%
Notes due February l, 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).




3
 Schedule VI


(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 l, 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).




4
 Schedule VI


(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).




(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.).




5
 Schedule VI


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).




(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.




6
 Schedule VI


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.




(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.




7
 Schedule VI


(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




(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.




8
 Schedule VI


(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.




(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.