<PAGE>   1
                                                                    EXHIBIT 10.F






================================================================================





                                  TENNECO INC.

                 (TO BE RENAMED EL PASO TENNESSEE PIPELINE CO.)


                      -------------------------------------


                                 $3,000,000,000
                        REVOLVING CREDIT AND COMPETITIVE
                           ADVANCE FACILITY AGREEMENT


                          DATED AS OF NOVEMBER 4, 1996


                      -------------------------------------



                            THE CHASE MANHATTAN BANK,
                             AS ADMINISTRATIVE AGENT
                              AND CAF ADVANCE AGENT




================================================================================


<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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                                    ARTICLE I

<S>          <C>                                                            <C>
             DEFINITIONS AND ACCOUNTING TERMS...............................   1
SECTION 1.1  Certain Defined Terms..........................................   1
SECTION 1.2  Computation of Time Periods....................................  17
SECTION 1.3  Accounting Terms...............................................  18
SECTION 1.4  References.....................................................  18
                                                                             
                                   ARTICLE II                                
                                                                             
             AMOUNTS AND TERMS OF THE ADVANCES..............................  18
SECTION 2.1  The Revolving Credit Advances..................................  18
SECTION 2.2  Making the Revolving Credit Advances...........................  18
SECTION 2.3  Evidence of Debt...............................................  20
SECTION 2.5  Procedure for CAF Advance Borrowings...........................  21
SECTION 2.6  CAF Advance Payments...........................................  24
SECTION 2.7  Evidence of Debt...............................................  24
SECTION 2.8  Fees...........................................................  25
SECTION 2.9  Reductions of the Commitments..................................  25
SECTION 2.10  Repayment of Advances.........................................  26
SECTION 2.11  Interest on Revolving Credit Advances.........................  26
SECTION 2.12  Additional Interest on Eurodollar Rate Advances...............  27
SECTION 2.13  Interest Rate Determination...................................  27
SECTION 2.14  Voluntary Conversion of Advances..............................  28
SECTION 2.15  Optional and Mandatory Prepayments............................  29
SECTION 2.16  Increased Costs...............................................  30
SECTION 2.17  Increased Capital.............................................  31
SECTION 2.18  Illegality....................................................  31
SECTION 2.19  Payments and Computations.....................................  32
SECTION 2.20  Taxes.........................................................  33
SECTION 2.21  Sharing of Payments, Etc......................................  35
SECTION 2.22  Use of Proceeds...............................................  35
SECTION 2.23  Extension of Stated Termination Date..........................  36
SECTION 2.24  Replacement of Lenders........................................  37
                                                                             
                                   ARTICLE III
                                                                             
             CONDITIONS OF EFFECTIVENESS AND LENDING........................  37
SECTION 3.1  Conditions Precedent to Effectiveness of this Agreement........  37
SECTION 3.2  Conditions Precedent to Initial Advances.......................  38
</TABLE>                                                                     
                                                                             
                                                                             
                                      -i-
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<TABLE>
<CAPTION>
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<S>          <C>                                                            <C>      
SECTION 3.3  Conditions Precedent to Initial Advances to Any Borrowing       
         Subsidiary or Holding..............................................  41
SECTION 3.4  Conditions Precedent to Each Borrowing.........................  41
                                                                             
                                   ARTICLE IV
                                                                             
             REPRESENTATIONS AND WARRANTIES.................................  42
SECTION 4.1  Representations and Warranties of the Borrowers................  42
                                                                             
                                   ARTICLE V
                                                                             
             COVENANTS OF THE BORROWERS.....................................  46
SECTION 5.1  Affirmative Covenants..........................................  46
SECTION 5.2  Negative Covenants.............................................  48
SECTION 5.3  Reporting Requirements.........................................  51
SECTION 5.4  Restrictions on Material Subsidiaries..........................  53
                                                                             
                                   ARTICLE VI
                                                                             
             GUARANTEE......................................................  54
SECTION 6.1  Guarantees.....................................................  54
SECTION 6.2  No Subrogation.................................................  55
SECTION 6.3  Amendments, etc. with respect to the Obligations; Waiver of     
         Rights.............................................................  55
SECTION 6.4  Guarantee Absolute and Unconditional...........................  56
SECTION 6.5  Reinstatement..................................................  56
                                                                             
                                   ARTICLE VII
                                                                             
             EVENTS OF DEFAULT..............................................  57
SECTION 7.1  Event of Default...............................................  57
                                                                             
                                  ARTICLE VIII
                                                                             
             THE ADMINISTRATIVE AGENT AND THE CAF ADVANCE AGENT... 60
SECTION 8.1  Authorization and Action.......................................  60
SECTION 8.2  Administrative Agent's and CAF Advance Agent's Reliance,        
         Etc................................................................  60
SECTION 8.3  Chase and Affiliates...........................................  61
SECTION 8.4  Lender Credit Decision.........................................  61
SECTION 8.5  Indemnification................................................  61
SECTION 8.6  Successor Administrative Agent and CAF Advance Agent...........  62

                                   ARTICLE IX
</TABLE>
                                                                             

                                      -ii-
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<TABLE>
<CAPTION>
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<S>                                                                         <C>
             MISCELLANEOUS..................................................  63
SECTION 9.1  Amendments, Etc................................................  63
SECTION 9.2  Notices, Etc...................................................  63
SECTION 9.3  No Waiver; Remedies............................................  64
SECTION 9.4  Costs and Expenses; Indemnity..................................  64
SECTION 9.5  Right of Set-Off...............................................  65
SECTION 9.6  Binding Effect.................................................  65
SECTION 9.7  Assignments and Participations.................................  65
SECTION 9.8  Confidentiality................................................  68
SECTION 9.9  Consent to Jurisdiction........................................  69
SECTION 9.10  GOVERNING LAW.................................................  69
SECTION 9.11  Rate of Interest..............................................  69
SECTION 9.12  Execution in Counterparts.....................................  70
</TABLE>
                                                                            

                                      -iii-
<PAGE>   5
                                    SCHEDULES

Schedule I       Commitments, Addresses, Etc.
Schedule II      Outstanding Debt, Guaranties and Reimbursement Obligations
Schedule III     Litigation
Schedule IV      Subsidiaries

                     EXHIBITS

Exhibit A        Form of Note
Exhibit B        Form of Notice of Borrowing
Exhibit C        Form of CAF Advance Request
Exhibit D        Form of CAF Advance Offer
Exhibit E        Form of CAF Advance Confirmation
Exhibit F        Form of Assignment and Acceptance
Exhibit G        Form of Process Agent Letter
Exhibit H        Form of Joinder Agreement
Exhibit I        Form of Extension Request
Exhibit J        Form of Opinion of General Counsel of
                   Tennessee
Exhibit K        Form of Opinion of New York Counsel to Tennessee and EPNGC
Exhibit L        Form of Opinion of [Associate] General Counsel
                   EPNGC and/or Special Delaware Counsel for EPNGC
Exhibit M        Form of Opinion of [Associate] General Counsel of
                 [Company][Holding]
Exhibit N        Form of Opinion of New York Counsel of [Company] [Holding]
Exhibit O        Form of Opinion of Counsel of [EPNGC] [Tennessee]
Exhibit P        Form of EPNGC Guarantee


                                      -iv-

<PAGE>   6
                  $3,000,000,000 REVOLVING CREDIT AND COMPETITIVE ADVANCE
FACILITY AGREEMENT, dated as of November 4, 1996, among TENNECO INC., a Delaware
corporation (to be renamed El Paso Tennessee Pipeline Co.) ("Tennessee"), the
several banks and other financial institutions from time to time parties to this
Agreement (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent (in such capacity, the "Administrative
Agent") and as CAF Advance Agent (in such capacity, the "CAF Advance Agent") for
the Lenders hereunder.

                  The parties hereto hereby agree as follows:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.1 Certain Defined Terms. As used in this Agreement,
the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

                  "Administrative Agent" has the meaning assigned to such term
         in the preamble hereof.

                  "Advance" means an advance by a Lender to any Borrower
         pursuant to Article II, and refers to a Base Rate Advance, a Eurodollar
         Rate Advance or a CAF Advance.

                  "Affiliate" means as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         The term "control" (including the terms "controlled by" or "under
         common control with") means, with respect to any Person, the
         possession, direct or indirect, of the power to vote 20% or more of the
         securities having ordinary voting power for the election of directors
         of such Person or to direct or cause the direction of the management
         and policies of such Person, whether through ownership of voting
         securities or by contract or otherwise.

                  "Agreement" means this $3,000,000,000 Revolving Credit and
         Competitive Advance Facility, as amended, supplemented or otherwise
         modified from time to time.

                  "Alternate Program" means any program providing for the sale
         or other disposition of trade or other receivables entered into by the
         Company or a Principal Subsidiary (or for purposes of Section 5.2(a)
         only, any Restricted Affiliate), provided that such program is on terms
         (a) substantially similar to the Receivables Purchase and Sale
         Agreement or (b) customary for similar transactions as reasonably
         determined by the Administrative Agent.

                  "Applicable LIBO Rate" means in respect of any CAF Advance
         requested pursuant to a LIBO Rate CAF Advance Request, an interest rate
         per annum equal to the
<PAGE>   7
                                                                               2



         rate which appears on Page 3750 of the Telerate Service (or any
         successor or substitute page of such Service, or any successor to or
         substitute for such service providing rate quotations comparable to
         those currently provided on such page of such service, as determined by
         the Administrative Agent from time to time for purposes of providing
         quotations of interest rates applicable to Dollar deposits in the
         London interbank market) as at approximately 11:00 A.M., London time,
         two Business Days prior to the beginning of the period for which such
         CAF Advance is to be outstanding as the rate for Dollar deposits with a
         maturity comparable to such period.

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Administrative Agent, in substantially the form of Exhibit F.

                  "Base CD Rate" means the sum of (a) the product of (i) the
         Three-Month Secondary CD Rate and (ii) a fraction, the numerator of
         which is one and the denominator of which is one minus the C/D Reserve
         Percentage and (b) the C/D Assessment Rate.

                  "Base Rate" means for any day, a rate per annum (adjusted to
         the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, rounded
         upwards to the next highest 1/16 of 1%) equal to the greatest of (a)
         the Prime Rate in effect on such day, (b) the Base CD Rate in effect on
         such day plus 1/2 of 1% and (c) the Effective Federal Funds Rate in
         effect on such day plus 1/2 of 1%. Any change in the Base Rate due to a
         change in the Prime Rate, the Three-Month Secondary CD Rate or the
         Effective Federal Funds Rate shall be effective as of the opening of
         business on the effective day of such change in the Prime Rate, the
         Three-Month Secondary CD Rate or the Effective Federal Funds Rate,
         respectively.

                  "Base Rate Advance" means an Advance which bears interest as
         provided in Section 2.11(a)(i).

                  "Borrowers" means the collective reference to Tennessee, each
         Borrowing Subsidiary and, on or after the Merger, Holding once Holding
         executes and delivers a Joinder Agreement; each, a "Borrower".

                  "Borrowing" means a borrowing consisting of Advances of the
         same Type made on the same day by the Lenders, it being understood that
         there may be more than one Borrowing on a particular day.

                  "Borrowing Subsidiary" means each domestic Principal
         Subsidiary of Tennessee which has been designated by the Company as a
         "Borrowing Subsidiary" by written notice to the Administrative Agent;
         collectively, the "Borrowing Subsidiaries".

                  "Burlington" means Burlington Resources Inc., a Delaware
         corporation.
<PAGE>   8
                                                                               3



                  "Business Day" means a day of the year on which banks are not
         required or authorized to close in New York, New York and, if the
         applicable Business Day relates to any Eurodollar Rate Advances or LIBO
         Rate CAF Advances, on which dealings are carried on in the London
         interbank market.

                  "CAF Advance" means an Advance made pursuant to Sections 2.4
         and 2.5.

                  "CAF Advance Agent" has the meaning assigned to such term in
         the preamble hereof.

                  "CAF Advance Availability Period" means the period from and
         including the Closing Date until the earlier of (a) the date which is 7
         days prior to the Stated Termination Date and (b) the Termination Date.

                  "CAF Advance Confirmation" means each confirmation by the
         applicable Borrower of its acceptance of CAF Advance Offers, which CAF
         Advance Confirmation shall be substantially in the form of Exhibit E
         and shall be delivered to the CAF Advance Agent by telecopy.

                  "CAF Advance Interest Payment Date" means as to each CAF
         Advance, each interest payment date specified by the applicable
         Borrower for such CAF Advance in the related CAF Advance Request.

                  "CAF Advance Lenders" means Lenders from time to time
         designated by the Company, in consultation with the CAF Advance Agent,
         as CAF Advance Lenders as provided in Section 2.4.

                  "CAF Advance Maturity Date" means as to any CAF Advance, the
         date specified by the applicable Borrower pursuant to Section
         2.5(d)(ii) in its acceptance of the related CAF Advance Offer.

                  "CAF Advance Offer" means each offer by a CAF Advance Lender
         to make CAF Advances pursuant to a CAF Advance Request, which CAF
         Advance Offer shall contain the information specified in Exhibit D and
         shall be delivered to the CAF Advance Agent by telephone, immediately
         confirmed by telecopy.

                  "CAF Advance Request" means each request by the applicable
         Borrower for CAF Advance Lenders to submit bids to make CAF Advances,
         which request shall contain the information in respect of such
         requested CAF Advances specified in Exhibit C and shall be delivered to
         the CAF Advance Agent in writing, by telecopy, or by telephone,
         immediately confirmed by telecopy.

                  "Capitalization" of any Person means the sum (without
         duplication) of (a) consolidated Debt of such Person and its
         consolidated Subsidiaries, plus (b) the
<PAGE>   9
                                                                               4



         aggregate amount of Guaranties entered into by such Person and its 
         consolidated Subsidiaries, plus (c) the consolidated common and
         preferred stockholders' equity of such Person and its consolidated
         Subsidiaries.

                  "C/D Assessment Rate" means for any day as applied to any Base
         Rate Advance, the annual assessment rate determined by Chase to be
         payable on such day to the Federal Deposit Insurance Corporation (the
         "FDIC") for the FDIC's (or any successor's) insuring time deposits at
         offices of Chase in the United States.

                  "C/D Reserve Percentage" means for any day as applied to any
         Base Rate Advance, that percentage (expressed as a decimal) which is in
         effect on such day, as prescribed by the Board of Governors of the
         Federal Reserve System (or any successor) (the "Board"), for
         determining the then current reserve requirement for the Administrative
         Agent in respect of new non-personal time deposits in Dollars having a
         maturity of 30 days or more.

                  "Chase" means The Chase Manhattan Bank, a New York banking
         corporation.

                  "Closing Date" has the meaning assigned to such term in
         Section 3.2.

                  "Commitment" means as to any Lender, the obligation of such
         Lender to make Revolving Credit Advances to the Borrowers hereunder in
         an aggregate principal amount at any one time outstanding not to exceed
         the amount set forth opposite such Lender's name on Schedule I (as such
         Schedule I is amended from time to time pursuant to Section 9.7(c)), as
         such amount may be reduced from time to time in accordance with the
         provisions of this Agreement.

                  "Commitment Expiration Date" has the meaning assigned to such
         term in Section 2.23(a).

                  "Commitment Percentage" means as to any Lender at any time,
         the percentage which such Lender's Commitment then constitutes of the
         aggregate Commitments (or, at any time after the Commitments shall have
         expired or terminated, the percentage which the aggregate principal
         amount of such Lender's Advances then outstanding constitutes of the
         aggregate principal amount of the Advances then outstanding).

                  "Company" means (a) at all times prior to the Merger,
         Tennessee, (b) at all times on or after the Merger and prior to Holding
         becoming a Borrower, EPNGC and (c) upon Holding becoming a Borrower,
         Holding.

                  "Contingent Guaranty" has the meaning assigned to such term in
         the definition of the term "Guaranty" contained in this Section 1.1.
<PAGE>   10
                                                                               5



                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Advances of one Type into Advances of another Type
         pursuant to Section 2.13, 2.14 or 2.18.

                  "Corporate Restructuring Transactions" has the meaning
         assigned to such term in the Merger Agreement.

                  "Debt" means, as to any Person, all Indebtedness of such
         Person other than (a) any Project Financing of such Person, (b) in the
         case of the Company, EPNGC or a Principal Subsidiary, any liabilities
         of the Company, EPNGC or such Principal Subsidiary, as the case may be,
         under any Alternate Program, or any document executed by the Company,
         EPNGC or such Principal Subsidiary, as the case may be, in connection
         therewith and (c) any obligations of the Company or a Principal
         Subsidiary with respect to lease payments for the headquarters building
         of Tennessee located in Houston, Texas; provided, however, that for
         purposes of Article V "Debt" shall not include up to an aggregate
         amount (determined without duplication of amount) of $200,000,000 of
         (i) the amount of optional payments in lieu of asset repurchase or
         other payments to similar effect, including extension or renewal
         payments, on off balance sheet leases and (ii) the amount of the
         purchase price for optional acquisition of such asset (in either case,
         calculated at the lower amount payable in respect of such asset under
         clause (i) or (ii) above).

                  "Debt Realignment Plan" means the debt realignment plan
         described under the caption "Debt and Cash Realignment--Debt
         Realignment" and "Unaudited Pro Forma Financial Information--Unaudited
         Pro Forma Combined Financial Statements of El Paso and Tenneco Energy"
         in the Joint Proxy Statement.

                  "Distribution Agreement" means the agreement to be executed
         and delivered by Tennessee substantially in the form of Exhibit A to
         the Merger Agreement.

                  "Dollars" and "$" means dollars in lawful currency of the
         United States of America.

                  "Effective Date" means the date on which the conditions
         precedent set forth in Section 3.1 have been satisfied (or compliance
         therewith shall have been waived by the Lenders).

                  "Effective Federal Funds Rate" means, for any day, the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day which is
         a Business Day, the average of the quotations for such day on such
         transactions received by the
<PAGE>   11
                                                                               6



         Administrative Agent from three Federal funds brokers of recognized 
         standing selected by it.

                  "Eligible Assignee" means, with respect to any particular
         assignment under Section 9.7, any bank or other financial institution
         approved in writing by the Company expressly with respect to such
         assignment and, except as to such an assignment by Chase so long as
         Chase is the Administrative Agent hereunder, the Administrative Agent
         as an Eligible Assignee for purposes of this Agreement, provided that
         (i) neither the Administrative Agent's nor the Company's approval shall
         be unreasonably withheld and (ii) neither the Administrative Agent's
         nor the Company's approval shall be required if the assignee is another
         Lender or an Affiliate of the assigning Lender.

                  "EPNGC" shall mean El Paso Natural Gas Company, a Delaware
         corporation.

                  "EPNGC Facilities" means, so long as it is in existence, the
         $750,000,000 Revolving Credit and Competitive Advance Facility
         Agreement and, so long as it is in existence, the $250,000,000
         Revolving Credit and Competitive Advance Facility Agreement, each dated
         as of November 4, 1996, among EPNGC, the lenders parties thereto and
         Chase, as administrative agent and CAF advance agent, as the same may
         be amended, modified or supplemented from time to time.

                  "EPNGC Guarantee" means the Guarantee to be executed and
         delivered by EPNGC, substantially in the form of Exhibit P, as the same
         may be amended, modified or supplemented from time to time.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued from time to time thereunder.

                  "ERISA Affiliate" means any Person who is a member of the
         Company's or Tennessee's controlled group within the meaning of Section
         4001(a)(14)(A) of ERISA.

                  "Eurocurrency Liabilities" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "Eurodollar Rate" means, for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Borrowing, an
         interest rate per annum equal to the rate which appears on Page 3750 of
         the Telerate Service (or on any successor or substitute page of such
         service, or any successor to or substitute for such service providing
         rate quotations comparable to those currently provided on such page of
         such service, as determined by the Administrative Agent from time to
         time for purposes of providing quotations of interest rates applicable
         to Dollar deposits in the London interbank market) as at approximately
         11:00 A.M. (London, England time) two 
<PAGE>   12
                                                                               7



         Business Days before the first day of such Interest Period as the rate
         for Dollar deposits with a maturity comparable to such Interest Period;
         provided that if such rate is not available at such time for any
         reason, the Eurodollar Rate for such Borrowing for such Interest Period
         shall be the interest rate per annum equal to the average (rounded
         upward to the nearest whole multiple of 1/16 of 1% per annum, if such
         average is not such a multiple) of the rate per annum at which deposits
         in Dollars are offered by the principal office of each of the Reference
         Lenders in London, England, to prime banks in the London interbank
         market as at approximately 11:00 A.M. (London, England time) two
         Business Days before the first day of such Interest Period, in an
         approximate amount of each such Reference Lender's share of the
         relevant Borrowing for the applicable Interest Period. The Eurodollar
         Rate for the Interest Period for each Eurodollar Rate Advance
         comprising part of the same Borrowing, when being determined pursuant
         to the foregoing proviso clause, shall be determined by the
         Administrative Agent on the basis of applicable rates furnished to and
         received by the Administrative Agent from the Reference Lenders two
         Business Days before the first day of such Interest Period, subject,
         however, to the provisions of Section 2.13.

                  "Eurodollar Rate Advance" means an Advance which bears
         interest determined by reference to the Eurodollar Rate, as provided in
         Section 2.11(a)(ii).

                  "Eurodollar Rate Margin" means for any day the rate per annum
         set forth below opposite the applicable S&P Bond Rating and Moody's
         Bond Rating in effect on such day:

<TABLE>
<CAPTION>
              Bond Rating                                   Eurodollar
             (S&P/Moody's)               Level              Rate Margin
             -------------               -----              -----------
<S>                                      <C>                <C>   
         A/A2 or higher                      I                .2000%
         A-/A3                              II                .2150%
         BBB+/Baa1                         III                .2200%
         BBB/Baa2                           IV                .2500%
         BBB-/Baa3                           V                .3750%
         BB+/Ba1 or lower                   VI                .5125%;
</TABLE>
                                                           
         provided that if the ratings of such rating agencies do not fall within
         the same Level, the Eurodollar Rate Margin applicable to such day will
         be the lower Eurodollar Rate Margin, and provided, further, that in the
         event a rating is not available from a rating agency, such rating
         agency will be deemed to have assigned its lowest rating.

                  "Eurodollar Reserve Percentage" for any Lender for any
         Interest Period for any Eurodollar Rate Advance means the reserve
         percentage applicable during such Interest Period under regulations
         issued from time to time by the Board of Governors of the Federal
         Reserve System (or if more than one such percentage shall be so
         applicable, the daily average of such percentages for those days in
         such Interest Period during which
<PAGE>   13
                                                                               8



         any such percentage shall be so applicable) for determining the maximum
         reserve requirement (including, but not limited to, any emergency, 
         supplemental or other marginal reserve requirement) for such Lender 
         with respect to liabilities or assets consisting of or including
         Eurocurrency Liabilities having a term equal to such Interest Period.

                  "Events of Default" has the meaning assigned to such term in
         Section 7.1.

                  "Excluded Acquisition Debt" means (a) Debt, Guaranties or
         reimbursement obligations of any corporation acquired by the Company or
         any of its Subsidiaries and which Debt, Guaranties or reimbursement
         obligations exist immediately prior to such acquisition (provided that
         (i) such Debt, Guaranties or reimbursement obligations are not incurred
         solely in anticipation of such acquisition and (ii) immediately prior
         to such acquisition such corporation is not a Subsidiary of the
         Company), (b) Debt, Guaranties or reimbursement obligations of
         Tennessee and its Subsidiaries listed on Schedule II or (c) Debt,
         Guaranties or reimbursement obligations in respect of any asset
         acquired by the Company or any of its Subsidiaries and which Debt,
         Guaranties or reimbursement obligations exists immediately prior to
         such acquisition (provided that (i) such Debt, Guaranties or
         reimbursement obligations are not incurred solely in anticipation of
         such acquisition and (ii) immediately prior to such acquisition such
         asset is not an asset of the Company or any of its Subsidiaries).

                  "Exposure" means (a) with respect to an Objecting Lender at
         any time, the aggregate outstanding principal amount of its Revolving
         Credit Advances and (b) with respect to any other Lender at any time,
         the maximum amount of the Commitment of such Lender.

                  "Extension Request" means each request by the Borrowers made
         pursuant to Section 2.23 for the Lenders to extend the Stated
         Termination Date, which shall contain the information in respect of
         such extension specified in Exhibit I and shall be delivered to the
         Administrative Agent in writing.

                  "Facility Fee Commencement Date"  means the date hereof.

                  "FERC" means the Federal Energy Regulatory Commission, or any
         agency or authority of the United States from time to time succeeding
         to its function.

                  "Fixed Rate CAF Advance" means any CAF Advance made pursuant
         to a Fixed Rate CAF Advance Request.

                  "Fixed Rate CAF Advance Request" means any CAF Advance Request
         requesting the CAF Advance Lenders to offer to make CAF Advances at a
         fixed rate (as opposed to a rate composed of the Applicable LIBO Rate
         plus (or minus) a margin).
<PAGE>   14
                                                                               9



                  "Guaranty", "Guaranteed" and "Guaranteeing" each means any act
         by which any Person assumes, guarantees, endorses or otherwise incurs
         direct or contingent liability in connection with, or agrees to
         purchase or otherwise acquire or otherwise assures a creditor against
         loss in respect of, any Debt or Project Financing of any Person other
         than the Company or any of its consolidated Subsidiaries (excluding (a)
         any liability by endorsement of negotiable instruments for deposit or
         collection or similar transactions in the ordinary course of business,
         (b) any liability in connection with obligations of the Company, any of
         its consolidated Subsidiaries or any Restricted Affiliate, including,
         without limitation, obligations under any conditional sales agreement,
         equipment trust financing or equipment lease and any liability of any
         Restricted Affiliate in respect of obligations of EPNGC or its
         consolidated Subsidiaries and (c) any such act in connection with a
         Project Financing that either (i) guarantees performance of the
         completion of the project which is financed by such Project Financing,
         until such time, if any, that such guaranty becomes a guaranty of
         payment of such Project Financing (other than a guaranty of payment of
         the type referred to in subclause (ii) below) or (ii) is contingent
         upon, or the obligation to pay or perform under which is contingent
         upon, the occurrence of any event other than or in addition to the
         passage of time or any Project Financing becoming due (any such act
         referred to in this clause (c) being a "Contingent Guaranty");
         provided, however, that for purposes of this definition the liability
         of the Company or any of its Subsidiaries with respect to any
         obligation as to which a third party or parties are jointly, or jointly
         and severally, liable as a guarantor or otherwise as contemplated
         hereby and have not defaulted on its or their portions thereof, shall
         be only its pro rata portion of such obligation.

                  "Holding" means any domestic parent holding company of both
         EPNGC and Tennessee which directly or indirectly owns 100% of the
         common stock of EPNGC and 100% of the common stock of Tennessee;
         provided, however, that immediately after Holding becomes EPNGC's and
         Tennessee's parent holding company, not less than 80% of the
         shareholders of common stock of Holding are the same shareholders of
         common stock of EPNGC immediately prior to Holding becoming EPNGC's and
         Tennessee's parent holding company.

                  "Holding Guarantee" has the meaning assigned to such term in
         Section 5.1(h).

                  "Indebtedness" of any Person means, without duplication (a)
         indebtedness of such Person for borrowed money, (b) obligations of such
         Person (other than any portion of any trade payable obligation of such
         Person which shall not have remained unpaid for 91 days or more from
         the original due date of such portion) to pay the deferred purchase
         price of property or services, and (c) obligations of such Person as
         lessee under leases which shall have been or should be, in accordance
         with generally accepted accounting principles, recorded as capital
         leases, except that where such indebtedness or obligation of such
         Person is made jointly, or jointly and severally, with any third party
         or parties other than any consolidated Subsidiary of such Person, the
         amount thereof for the purposes of this definition only shall be the
         pro rata portion
<PAGE>   15
                                                                              10



         thereof payable by such Person, so long as such third party or parties
         have not defaulted on its or their joint and several portions thereof.

                  "Indemnified Party" means any or all of the Lenders, the
         Administrative Agent and the CAF Advance Agent.

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Borrowing, the period beginning on the date
         of such Advance or the date of the Conversion of any Advance into such
         an Advance and ending on the last day of the period selected by the
         applicable Borrower pursuant to the provisions below and, thereafter,
         each subsequent period commencing on the last day of the immediately
         preceding Interest Period and ending on the last day of the period
         selected by the applicable Borrower pursuant to the provisions below.
         The duration of each such Interest Period shall be one, two, three or
         six months, or, subject to availability to each Lender, nine or twelve
         months, in each case as the applicable Borrower may, upon notice
         received by the Administrative Agent not later than 12:00 noon (New
         York City time) on the third Business Day prior to the first day of
         such Interest Period with respect to Eurodollar Rate Advances, select;
         provided, however, that:

                           (a) the duration of any Interest Period which
                  commences before the second anniversary of the Termination
                  Date and would otherwise end after the second anniversary of
                  the Termination Date shall end on the second anniversary of
                  the Termination Date;

                           (b) if the last day of such Interest Period would
                  otherwise occur on a day which is not a Business Day, such
                  last day shall be extended to the next succeeding Business
                  Day, except if such extension would cause such last day to
                  occur in a new calendar month, then such last day shall occur
                  on the next preceding Business Day;

                           (c) Interest Periods commencing on the same date for
                  Advances comprising the same Borrowing shall be of the same
                  duration; and

                           (d) with respect to Advances made by an Objecting
                  Lender, no Interest Period with respect to such Advances shall
                  end after the second anniversary of such Objecting Lender's
                  Commitment Expiration Date.

                  "IRS" means the Internal Revenue Service of the United States
         of America.

                  "IRS Ruling Letter" means the IRS ruling letter and/or tax
         opinions concerning the tax free nature of the Spin-offs and the
         Merger.
<PAGE>   16
                                                                              11


                  "Joinder Agreement" means a Joinder Agreement, substantially
         in the form of Exhibit H hereto, duly executed and delivered by the
         Company and the Borrowing Subsidiary party thereto or Holding, as the
         case may be.

                  "Joint Proxy Statement" means the Registration Statements on
         Form S-4, each relating to the Transaction, initially filed by each of
         EPNGC and Tennessee with the SEC on August 27, 1996, as amended through
         the Effective Date.

                  "Lenders" has the meaning assigned to such term in the
         preamble hereof.

                  "LIBO Rate CAF Advance" means any CAF Advance made pursuant to
         a LIBO Rate CAF Advance Request.

                  "LIBO Rate CAF Advance Request" means any CAF Advance Request
         requesting the CAF Advance Lenders to offer to make CAF Advances at an
         interest rate equal to the Applicable LIBO Rate plus (or minus) a
         margin.

                  "Lien" means any lien, security interest or other charge or
         encumbrance, or any assignment of the right to receive income, or any
         other type of preferential arrangement, in each case to secure any
         Indebtedness or any Guaranty of any Person.

                  "Majority Lenders" means Lenders the Commitment Percentages of
         which aggregate at least 51%, provided, that at any time after the
         Commitment Expiration Date with respect to any Objecting Lender (but
         prior to the termination of all the Commitments), "Majority Lenders"
         shall mean Lenders whose Exposure aggregates at least 51% of the
         aggregate Exposure of all the Lenders.

                  "Margin Stock" means "margin stock" as defined in Regulation U
         of the Board of Governors of the Federal Reserve System, as in effect
         from time to time.

                  "Material Adverse Effect" means an event, change or effect
         that (a) is reasonably likely to be materially adverse to the financial
         condition or operations of the Company and its consolidated
         Subsidiaries taken as a whole and, until the Merger, Tennessee and its
         consolidated Subsidiaries taken as a whole or (b) prevents Tennessee
         from consummating the Debt Realignment Plan and the Spin-offs on or
         prior to the Closing Date or the Merger within one Business Day after
         the Closing Date.

                  "Material Subsidiary" means any Subsidiary of Holding (other
         than a Project Financing Subsidiary) that itself (on an unconsolidated,
         stand-alone basis) owns in excess of 10% of the consolidated net
         property, plant and equipment of Holding and its consolidated
         Subsidiaries.

                  "Merger" means the merger of Tennessee with a de novo
         subsidiary of EPNGC following the Spin-offs pursuant to the terms of
         the Merger Agreement.
<PAGE>   17
                                                                              12


                  "Merger Agreement" means the Agreement and Plan of Merger,
         dated as of June 19, 1996, among EPNGC, El Paso Merger Company and
         Tennessee, as amended, supplemented or otherwise modified through the
         Effective Date.

                  "Mojave" means Mojave Pipeline Company.

                  "Moody's Bond Rating" means (a) for any day prior to the
         Ratings Change Date, the rating of EPNGC's senior long-term unsecured
         debt by Moody's Investors Service, Inc. in effect at 11:00 A.M., New
         York City time, on such day and (b) for any day that is on or after the
         Ratings Change Date, the rating of Holding's senior long-term unsecured
         debt by Moody's Investors Service, Inc. in effect at 11:00 A.M., New
         York City time, on such day.

                  "Multiemployer Plan" means a "multiemployer plan" as defined
         in Section 4001(a)(3) of ERISA to which the Company, Tennessee or any
         ERISA Affiliate is making or accruing an obligation to make
         contributions, or has within any of the preceding five plan years made
         or accrued an obligation to make contributions and in respect of which
         the Company, Tennessee or an ERISA Affiliate has any liability
         (contingent or otherwise), such plan being maintained pursuant to one
         or more collective bargaining agreements.

                  "Multiple Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, which (a) is maintained for
         employees of the Company, Tennessee or an ERISA Affiliate and at least
         one Person other than the Company, Tennessee and their respective ERISA
         Affiliates or (b) was so maintained and in respect of which the
         Company, Tennessee or an ERISA Affiliate could have liability under
         Section 4064 or 4069 of ERISA in the event such plan has been or were
         to be terminated.

                  "Net Cash Proceeds" means, with respect to any transaction,
         the net cash proceeds thereof (after provision for taxes, holdbacks,
         reserves and all costs and expenses arising from, or attributable to,
         such transaction).

                  "Net Worth" means with respect to the Company, as of any date
         of determination, the sum of the preferred stock and stockholders'
         equity of the Company as shown on the most recent consolidated balance
         sheet of the Company delivered pursuant to Section 5.3.

                  "New Preferred Stock" means the voting junior preferred stock
         to be issued by Tennessee in connection with the Debt Realignment Plan.

                  "Note" has the meaning assigned to such term in Section 
         2.3(d).

                  "Notice of Borrowing" has the meaning specified in Section
         2.2(a).
<PAGE>   18
                                                                              13


                  "Obligations" means the collective reference to the unpaid
         principal of and interest on the Advances and the Notes and all other
         financial liabilities of the Borrowers to the Administrative Agent, the
         CAF Advance Agent and the Lenders (including, without limitation,
         interest accruing at the then applicable rate provided in this
         Agreement after the maturity of the Advances and interest accruing at
         the then applicable rate provided in this Agreement after the filing of
         any petition in bankruptcy, or the commencement of any insolvency,
         reorganization or like proceeding, relating to any Borrower whether or
         not a claim for post-filing or post-petition interest is allowed in
         such proceeding), whether direct or indirect, absolute or contingent,
         due or to become due, or now existing or hereafter incurred, which may
         arise under, out of, or in connection with, this Agreement or the
         Notes, in each case whether on account of principal, interest,
         reimbursement obligations, fees, indemnities, costs, expenses or
         otherwise (including, without limitation, all fees and disbursements of
         counsel to the Administrative Agent, the CAF Advance Agent or to the
         Lenders that are required to be paid by any Borrower pursuant to this
         Agreement).

                  "Objecting Lenders" has the meaning assigned to such term in
         Section 2.23(a).

                  "Other Taxes" has the meaning assigned to such term in Section
         2.20(b).

                  "Party" has the meaning assigned to such term in Section 9.8.

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).

                  "Permitted Claims" has the meaning assigned to such term in
         Section 9.9(a).

                  "Person" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, joint venture or other entity, or a country
         or any political subdivision thereof or any agency or instrumentality
         of such country or subdivision.

                  "Plan" means a Single Employer Plan or a Multiple Employer
         Plan.

                  "Prime Rate" means the rate of interest per annum publicly
         announced from time to time by Chase as its prime rate in effect at its
         principal office in New York City. The Prime Rate is not intended to be
         the lowest rate of interest charged by Chase in connection with
         extensions of credit to debtors.

                  "Principal Subsidiary" means, at any time, any Subsidiary of
         the Company (other than a Project Financing Subsidiary) having assets
         at such time greater than or equal to 5% of the consolidated assets of
         the Company and its consolidated Subsidiaries at such time.

                  "Process Agent" has the meaning specified in Section 9.9(a).
<PAGE>   19
                                                                              14


                  "Project Financing" means any Indebtedness incurred to finance
         a project, other than any portion of such Indebtedness permitting or
         providing for recourse against EPNGC (so long as Holding is not the
         Company) or Holding (so long as Holding is the Company) or any of its
         respective Subsidiaries (or for purposes of Section 5.2(a) only, any
         Restricted Affiliate) other than (a) recourse to the stock or assets of
         the Project Financing Subsidiary, if any, incurring or Guaranteeing
         such Indebtedness, and (b) such recourse as exists under any Contingent
         Guaranty.

                  "Project Financing Subsidiary" means any Subsidiary of the
         Company or EPNGC (or for purposes of Section 5.2(a) only, any
         Restricted Affiliate) whose principal purpose is to incur Project
         Financing, or to become a partner, member or other equity participant
         in a partnership, limited liability company or other entity so created,
         and substantially all the assets of which Subsidiary, partnership,
         limited liability company or other entity are limited to those assets
         being financed (or to be financed) in whole or in part by a Project
         Financing.

                  "Ratings Change Date" means the earlier to occur of (a) the
         date on which Holding becomes a Borrower hereunder and (b) the date on
         which Holding becomes a "Borrower" under either of the EPNGC
         Facilities.

                  "Receivables Purchase and Sale Agreement" means the
         Receivables Purchase and Sale Agreement dated as of January 14, 1992
         among EPNGC, CIESCO L.P., a New York limited partnership, Corporate
         Asset Funding Company, a Delaware corporation and Citicorp North
         America, Inc., as agent, as such Agreement may be amended,
         supplemented, restated or otherwise modified from time to time which
         amendment, supplement, restatement or modification will not extend the
         purchase of receivables and other assets thereunder to receivables and
         assets other than present and future gas purchase contract take-or-pay
         buyout and buydown receivables, the collateral and other support
         therefor and the collections therefrom.

                  "Reference Lenders" means Chase, Morgan Guaranty Trust Company
         of New York and Union Bank of Switzerland.

                  "Register" has the meaning specified in Section 9.7(c).

                  "Required Lenders" means Lenders (a) which are not Objecting
         Lenders with respect to any previous Extension Request and (b) which
         have Commitment Percentages aggregating at least 66-2/3% of the
         aggregate Commitment Percentages of such non-Objecting Lenders.

                  "Restricted Affiliate" means any Affiliate of Tennessee or
         EPNGC (other than a Subsidiary of Tennessee or EPNGC) designated by the
         Company as a "Restricted Affiliate" by written notice to the
         Administrative Agent; provided that such Affiliate shall not become a
         Restricted Affiliate until such time that (a) such Affiliate executes
<PAGE>   20
                                                                              15


         and delivers a guaranty (in form and substance reasonably satisfactory
         to the Administrative Agent) (each a "Restricted Affiliate Guaranty")
         in favor of the Administrative Agent, for the ratable benefit of the
         Lenders, guaranteeing the prompt and complete payment by each Borrower
         when due (whether at the stated maturity, by acceleration or otherwise)
         of the Obligations owing by such Borrower and (b) the Administrative
         Agent receives legal opinions from the General Counsel or Associate
         General Counsel of Tennessee or EPNGC (as applicable) and from New York
         counsel to Tennessee or EPNGC (as applicable) reasonably acceptable to
         the Administrative Agent, which legal opinions shall be in form and
         substance satisfactory to the Administrative Agent; provided, further,
         that after such time as such Affiliate becomes a Restricted Affiliate,
         Tennessee or EPNGC (as applicable) may terminate the designation of
         such Affiliate as a Restricted Affiliate by written notice to the
         Administrative Agent at which time the aforementioned guaranty of such
         Affiliate shall also terminate.

                  "Restricted Affiliate Guaranty" has the meaning assigned to
         such term in the definition of Restricted Affiliate.

                  "Revolving Credit Advances" has the meaning assigned to such
         term in Section 2.1.

                  "S&P Bond Rating" means (a) for any day prior to the Ratings
         Change Date, the rating of EPNGC's senior long-term unsecured debt by
         Standard & Poor's Ratings Group in effect at 11:00 A.M., New York City
         time, on such day and (b) for any day that is on or after the Ratings
         Change Date, the rating of Holding's senior long-term unsecured debt by
         Standard & Poor's Ratings Group in effect at 11:00 A.M., New York City
         time, on such day.

                  "SEC" means the Securities and Exchange Commission of the
         United States of America.

                  "Significant Asset Sale" means any sale, lease or other
         transfer by Tennessee or any of its Subsidiaries (in either case,
         whether in one transaction or in a series of related transactions) of
         assets where the aggregate Net Cash Proceeds of such transaction or
         series of related transactions is $25,000,000 or more, except:

                           (a) any sale by Tennessee or any of its Subsidiaries
                  of receivables;

                           (b) any sale by Tennessee or any of its Subsidiaries
                  of inventory or obsolete or worn-out assets in the ordinary
                  course of business; or

                           (c) any sale by Tennessee or any of its Subsidiaries
                  prior to the Merger as contemplated by either the Debt
                  Realignment Plan or the Corporate Restructuring Transactions
                  (as defined in the Merger Agreement);
<PAGE>   21
                                                                              16


         provided, that the value of any asset shall be the greater of the book
         value thereof or the aggregate consideration received in connection
         with the disposition thereof.

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Company, Tennessee or an ERISA Affiliate and no Person
         other than the Company and its ERISA Affiliates or (b) was so
         maintained and in respect of which the Company, Tennessee or an ERISA
         Affiliate could have liability under Section 4069 of ERISA in the event
         such plan has been or were to be terminated.

                  "Specified Debt" of any Person, means Debt of such Person
         except:

                           (a) Excluded Acquisition Debt;

                           (b) Debt hereunder or under either of the EPNGC
                  Facilities;

                           (c) Debt owed to Holding or to EPNGC or any of its
                  respective Subsidiaries;

                           (d) Debt contemplated by either the Debt Realignment
                  Plan or the Corporate Restructuring Transactions;

                           (e) Debt incurred to finance the acquisition,
                  construction or improvement of any fixed or capital assets and
                  any Debt assumed in connection with the acquisition of any
                  such assets; and

                           (f) Debt incurred to refinance or replace any Debt
                  referred to in clauses (a) through (e) above and any
                  refinancings and replacements thereof.

                  "Spin-offs" means the spin-off of Tennessee's shipbuilding,
         packaging, automotive and administrative services units to its
         shareholders immediately prior to the Merger as described in the Joint
         Proxy Statement.

                  "Stated Termination Date" means November 3, 1997 or such later
         date as shall be determined pursuant to the provisions of Section 2.23
         with respect to non-Objecting Lenders.

                  "Subsidiary" means, as to any Person, any corporation of which
         at least a majority of the outstanding stock having by the terms
         thereof ordinary voting power to elect a majority of the board of
         directors of such corporation (irrespective of whether or not at the
         time stock of any other class or classes of such corporation shall or
         might have voting power by reason of the happening of any contingency)
         is at the time directly or indirectly beneficially owned or controlled
         by such Person or one or more of its Subsidiaries or such Person and
         one or more of the Subsidiaries of such Person.
<PAGE>   22
                                                                              17


                  "Taxes" has the meaning assigned to such term in Section
         2.20(a).

                  "Tenneco Energy" means all energy businesses and operations
         owned directly or indirectly by Tennessee and other operations of
         Tennessee and its Subsidiaries other than those relating to Tennessee's
         automotive, packaging, administrative services and shipbuilding
         businesses.

                  "Tennessee" has the meaning assigned to such term in the
         preamble hereof.

                  "Termination Date" means the earlier of (a) the Stated
         Termination Date and (b) the date of termination in whole of the
         Commitments pursuant to Section 2.9 or 7.1.

                  "Termination Event" means (a) a "reportable event," as such
         term is described in Section 4043 of ERISA (other than a "reportable
         event" not subject to the provision for 30-day notice to the PBGC under
         subsection .11, .12, .13, .14, .16, .18, .19 or .20 of PBGC Reg.
         Section 2615), or an event described in Section 4062(e) of ERISA, or
         (b) the withdrawal of the Company or any ERISA Affiliate from a
         Multiple Employer Plan during a plan year in which it was a
         "substantial employer," as such term is defined in Section 4001(a)(2)
         of ERISA or the incurrence of liability by the Company or any ERISA
         Affiliate under Section 4064 of ERISA upon the termination of a
         Multiple Employer Plan, or (c) the filing of a notice of intent to
         terminate a Plan or the treatment of a Plan amendment as a termination
         under Section 4041 of ERISA, or (d) the institution of proceedings to
         terminate a Plan by the PBGC under Section 4042 of ERISA, or (e) the
         conditions set forth in Section 302(f)(1)(A) and (B) of ERISA to the
         creation of a lien upon property or rights to property of the Company
         or any ERISA Affiliate for failure to make a required payment to a Plan
         are satisfied, or (f) the adoption of an amendment to a Plan requiring
         the provision of security to such Plan, pursuant to Section 307 of
         ERISA, or (g) the occurrence of any other event or the existence of any
         other condition which would reasonably be expected to result in the
         termination of, or the appointment of a trustee to administer, any Plan
         under Section 4042 of ERISA.

                  "Three-Month Secondary CD Rate" means, for any day, the
         secondary market rate (adjusted to the basis of a year of 365 or 366
         days, as the case may be) for three-month certificates of deposit
         reported as being in effect on such day (or, if such day shall
         not be a Business Day, the next preceding Business Day) by the Board of
         Governors of the Federal Reserve System (the "Board") through the
         public information telephone line of the Federal Reserve Bank of New
         York (which rate will, under the current practices of the Board, be
         published in Federal Reserve Statistical Release H.15(519) during the
         week following such day), or, if such rate shall not be so reported on
         such day or such next preceding Business Day, the average of the
         secondary market quotations for three-month certificates of deposit of
         major money center banks in New York City received at approximately
         10:00 A.M., New York City time, on such day (or, if such day shall not
         be a Business Day, on the next preceding Business Day) by
<PAGE>   23
                                                                              18


         the Administrative Agent from three New York City negotiable 
         certificate of deposit dealers of recognized standing selected by it.

                  "Transaction" means the Merger, the Spin-offs, the Debt
         Realignment Plan, and the issuance of the New Preferred Stock.

                  "Transaction Documentation" means the forms of material
         agreements and other material documentation to be used by Tennessee and
         EPNGC in connection with the Spin-offs, the Debt Realignment Plan and
         the Merger (including, without limitation, the Merger Agreement) as
         such agreements, filings and documentation are in effect on the
         Effective Date.

                  "Type" means (a) as to any Revolving Credit Advance, its
         nature as a Base Rate Advance or a Eurodollar Rate Advance and (b) as
         to any CAF Advance, its nature as a Fixed Rate CAF Advance or a LIBO
         Rate CAF Advance.

                  "Withdrawal Liability" has the meaning given such term under
         Part 1 of Subtitle E of Title IV of ERISA.

                  SECTION 1.2 Computation of Time Periods. Unless otherwise
stated in this Agreement, in the computation of a period of time from a
specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each means "to but excluding."

                  SECTION 1.3 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles either (a) consistent with those principles
applied in the preparation of the financial statements referred to in Section
4.1(e) or (b) not materially inconsistent with such principles (so that no
covenant contained in Section 5.1 or 5.2 would be calculated or construed in a
materially different manner or with materially different results than if such
covenant were calculated or construed in accordance with clause (a) of this
Section 1.3).

                  SECTION 1.4 References. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and Article, Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.


                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.1 The Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
revolving credit advances 
<PAGE>   24
                                                                              19


("Revolving Credit Advances") to the Borrowers or any one or more of them from
time to time on any Business Day during the period from the date hereof to and
including the Termination Date in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Commitment; provided that the aggregate
amount of the Advances (other than Advances of Objecting Lenders) outstanding
shall not at any time exceed the aggregate amount of the Commitments. Each
Borrowing shall be in an aggregate amount of $5,000,000 in the case of a
Borrowing comprised of Base Rate Advances and $20,000,000 in the case of a
Borrowing comprised of Eurodollar Rate Advances, or, in each case, an integral
multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing of Base
Rate Advances, the aggregate unused Commitments, if less) and shall consist of
Revolving Credit Advances of the same Type made on the same day by the Lenders
ratably according to their respective Commitments. Within the limits of each
Lender's Commitment, any Borrower may make more than one Borrowing on any
Business Day and may borrow, repay pursuant to Section 2.10 or prepay pursuant
to Section 2.15, and reborrow under this Section 2.1.

                  SECTION 2.2 Making the Revolving Credit Advances. (a) Each
Borrowing of Revolving Credit Advances shall be made on notice by the Company to
the Administrative Agent (a "Notice of Borrowing") received by the
Administrative Agent, (i) in the case of a proposed Borrowing comprised of Base
Rate Advances, not later than 10:00 A.M. (New York City time) on the Business
Day of such proposed Borrowing and (ii) in the case of a proposed Borrowing
comprised of Eurodollar Rate Advances, not later than 12:00 noon (New York City
time) on the third Business Day prior to the date of such proposed Borrowing.
Each Notice of Borrowing shall be by telecopy or telephone (and if by telephone,
confirmed promptly by telecopier), in substantially the form of Exhibit B,
specifying therein the requested (A) Borrower, (B) date of such Borrowing, (C)
Type of Revolving Credit Advances comprising such Borrowing, (D) aggregate
amount of such Borrowing, and (E) in the case of a Borrowing comprised of
Eurodollar Rate Advances, the initial Interest Period for each such Advance.
Each Lender shall, before 1:00 P.M. (New York City time) on the date of such
Borrowing, make available to the Administrative Agent at its address at 270 Park
Avenue, New York, New York, 10017, Reference: El Paso Tennessee Pipeline Co., or
at such other address designated by notice from the Administrative Agent to the
Lenders pursuant to Section 9.2, in same day funds, such Lender's ratable
portion of such Borrowing. Immediately after the Administrative Agent's receipt
of such funds and upon fulfillment of the applicable conditions set forth in
Article III, the Administrative Agent will make such funds available to the
applicable Borrower at Chase, 270 Park Avenue, New York, New York, 10017,
Account No. 323-5-07093, Reference: El Paso Tennessee Pipeline Co., or at such
other account of the applicable Borrower maintained by the Administrative Agent
(or any successor Administrative Agent) designated by the applicable Borrower
and agreed to by the Administrative Agent (or such successor Administrative
Agent), in same day funds.

                  (b) Each Notice of Borrowing shall be irrevocable and binding
on the applicable Borrower. In the case of any Borrowing which the related
Notice of Borrowing specified is to be comprised of Eurodollar Rate Advances, if
such Advances are not made as a result of any failure to fulfill on or before
the date specified for such Borrowing the applicable 
<PAGE>   25
                                                                              20


conditions set forth in Article III, the applicable Borrower shall indemnify
each Lender against any loss, cost or expense incurred by such Lender as a
result of such failure, including, without limitation, any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such Lender as part of
such Borrowing.

                  (c) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.2 and the Administrative Agent
may, in reliance upon such assumption, make available to the applicable Borrower
on such date a corresponding amount. If and to the extent such Lender shall not
have so made such ratable portion available to the Administrative Agent, such
Lender and the applicable Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the applicable Borrower until the date such amount is repaid to the
Administrative Agent, at the Effective Federal Funds Rate for such day. If such
Lender shall repay to the Administrative Agent such corresponding amount, such
amount so repaid shall constitute such Lender's Advance to the applicable
Borrower as part of such Borrowing for purposes of this Agreement.

                  (d) The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.

                  SECTION 2.3 Evidence of Debt. (a) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing
indebtedness of each Borrower to such Lender resulting from each Revolving
Credit Advance of such Lender to such Borrower from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time in respect of such Revolving Credit Advance.

                  (b) The Administrative Agent shall maintain the Register
pursuant to Section 9.7(c), and a subaccount therein for each Lender, in which
shall be recorded (i) the amount of each Revolving Credit Advance made
hereunder, the Type thereof and each Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and
payable from each Borrower on account of such Revolving Credit Advance to each
Lender hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from each Borrower and each Lender's share
thereof.

                  (c) The entries made in the Register and the accounts of each
Lender maintained pursuant to Section 2.3(a) shall, to the extent permitted by
applicable law, be prima 
<PAGE>   26
                                                                              21


facie evidence of the existence and amounts of the obligations of each Borrower
therein recorded; provided, however, that the failure of any Lender or the
Administrative Agent to maintain the Register or any such account, or any error
therein, shall not in any manner affect the obligation of each Borrower to repay
(with applicable interest) the Revolving Credit Advances made to each such
Borrower by such Lender in accordance with the terms of this Agreement.

                  (d) Each Borrower agrees that, upon the request to the
Administrative Agent by any Lender, such Borrower will execute and deliver to
such Lender a promissory note of such Borrower evidencing the Revolving Credit
Advances of such Lender to such Borrower, substantially in the form of Exhibit A
with appropriate insertions as to date and principal amount (a "Note").

                  SECTION 2.4 CAF Advances. Subject to the terms and conditions
of this Agreement, the Borrowers or any one or more of them may borrow CAF
Advances from time to time during the CAF Advance Availability Period on any
Business Day. The Company shall, in consultation with the CAF Advance Agent,
designate Lenders from time to time as CAF Advance Lenders by written notice to
the CAF Advance Agent. The CAF Advance Agent shall transmit each such notice of
designation promptly to each designated CAF Advance Lender. CAF Advances shall
be borrowed in amounts such that the aggregate amount of Advances outstanding at
any time shall not exceed the aggregate amount of the Commitments at such time.
Any CAF Advance Lender may make CAF Advances in amounts which, individually and
together with the aggregate amount of other Advances of such CAF Advance Lender,
exceed such CAF Advance Lender's Commitment, and such CAF Advance Lender's CAF
Advances shall not be deemed to utilize such CAF Advance Lender's Commitment.
Within the limits and on the conditions hereinafter set forth with respect to
CAF Advances, the Borrowers from time to time may borrow, repay and reborrow CAF
Advances.

                  SECTION 2.5 Procedure for CAF Advance Borrowings. (a) A
Borrower, or the Company on behalf of a Borrower, shall request CAF Advances by
delivering a CAF Advance Request to the CAF Advance Agent, not later than 12:00
Noon (New York City time) four Business Days prior to the date of the proposed
Borrowing (in the case of a LIBO Rate CAF Advance Request), and not later than
10:00 A.M. (New York City time) one Business Day prior to the date of the
proposed Borrowing (in the case of a Fixed Rate CAF Advance Request). Each CAF
Advance Request may solicit bids for CAF Advances in an aggregate principal
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
and having not more than five alternative maturity dates. The maturity date for
each CAF Advance shall be not less than 7 days nor more than 360 days after the
date of the Borrowing therefor (and in any event shall be not later than the
Stated Termination Date); provided that each LIBO Rate CAF Advance shall mature
one, two, three or six months or, if available, nine months after the date of
the Borrowing therefor. The CAF Advance Agent shall notify each CAF Advance
Lender promptly by telecopy of the contents of each CAF Advance Request received
by the CAF Advance Agent.
<PAGE>   27
                                                                              22


                  (b) In the case of a LIBO Rate CAF Advance Request, upon
receipt of notice from the CAF Advance Agent of the contents of such CAF Advance
Request, each CAF Advance Lender may elect, in its sole discretion, to offer
irrevocably to make one or more CAF Advances at the Applicable LIBO Rate plus
(or minus) a margin determined by such CAF Advance Lender in its sole discretion
for each such CAF Advance. Any such irrevocable offer shall be made by
delivering a CAF Advance Offer to the CAF Advance Agent, before 10:30 A.M. (New
York City time) on the day that is three Business Days before the date of the
proposed Borrowing, setting forth:

                      (i) the maximum amount of CAF Advances for each maturity
         date and the aggregate maximum amount of CAF Advances for all maturity 
         dates which such CAF Advance Lender would be willing to make (which 
         amounts may, subject to Section 2.4, exceed such CAF Advance Lender's 
         Commitment); and

                      (ii) the margin above or below the Applicable LIBO Rate
         at which such CAF Advance Lender is willing to make each such CAF
         Advance.

The CAF Advance Agent shall advise the Company and the applicable Borrower
before 11:00 A.M. (New York City time) on the date which is three Business Days
before the proposed date of the Borrowing of the contents of each such CAF
Advance Offer received by it. If the CAF Advance Agent, in its capacity as a CAF
Advance Lender, shall elect, in its sole discretion, to make any such CAF
Advance Offer, it shall advise the Company and the applicable Borrower of the
contents of its CAF Advance Offer before 10:15 A.M. (New York City time) on the
date which is three Business Days before the proposed date of the Borrowing.

                  (c) In the case of a Fixed Rate CAF Advance Request, upon
receipt of notice from the CAF Advance Agent of the contents of such CAF Advance
Request, each CAF Advance Lender may elect, in its sole discretion, to offer
irrevocably to make one or more CAF Advances at a rate of interest determined by
such CAF Advance Lender in its sole discretion for each such CAF Advance. Any
such irrevocable offer shall be made by delivering a CAF Advance Offer to the
CAF Advance Agent before 9:30 A.M. (New York City time) on the proposed date of
the Borrowing, setting forth:

                      (i) the maximum amount of CAF Advances for each maturity
         date, and the aggregate maximum amount for all maturity dates, which
         such CAF Advance Lender would be willing to make (which amounts may,
         subject to Section 2.4, exceed such CAF Advance Lender's Commitment);
         and

                      (ii) the rate of interest at which such CAF Advance
         Lender is willing to make each such CAF Advance.

The CAF Advance Agent shall advise the Company and the applicable Borrower
before 10:00 A.M. (New York City time) on the proposed date of the Borrowing of
the contents of each such CAF Advance Offer received by it. If the CAF Advance
Agent, in its capacity as a CAF
<PAGE>   28
                                                                              23


Advance Lender, shall elect, in its sole discretion, to make any such CAF
Advance Offer, it shall advise the Company and the applicable Borrower of the
contents of its CAF Advance Offer before 9:15 A.M. (New York City time) on the
proposed date of the Borrowing.

              (d) Before 11:30 A.M. (New York City time) three Business Days
before the proposed date of the Borrowing (in the case of CAF Advances requested
by a LIBO Rate CAF Advance Request) and before 10:30 A.M. (New York City time)
on the proposed date of the Borrowing (in the case of CAF Advances requested by
a Fixed Rate CAF Advance Request), the Company, in its absolute discretion,
shall:

                  (i) cancel such CAF Advance Request by giving the CAF Advance
         Agent telephone notice to that effect, or

                  (ii) by giving telephone notice to the CAF Advance Agent
         (immediately confirmed by delivery to the CAF Advance Agent of a CAF
         Advance Confirmation in writing or by telecopy) (A) subject to the
         provisions of Section 2.5(e), accept one or more of the offers made by
         any CAF Advance Lender or CAF Advance Lenders pursuant to Section
         2.5(b) or Section 2.5(c), as the case may be, of the amount of CAF
         Advances for each relevant maturity date and (B) reject any remaining
         offers made by CAF Advance Lenders pursuant to Section 2.5(b) or
         Section 2.5(c), as the case may be.

              (e) The Company's acceptance of CAF Advances in response to
any CAF Advance Request shall be subject to the following limitations:

                  (i) the amount of CAF Advances accepted for each maturity date
         specified by any CAF Advance Lender in its CAF Advance Offer shall not
         exceed the maximum amount for such maturity date specified in such CAF
         Advance Offer;

                 (ii) the aggregate amount of CAF Advances accepted for all
         maturity dates specified by any CAF Advance Lender in its CAF Advance
         Offer shall not exceed the aggregate maximum amount specified in such
         CAF Advance Offer for all such maturity dates;

                (iii) the Company may not accept offers for CAF Advances for
         any maturity date in an aggregate principal amount in excess of the
         maximum principal amount requested in the related CAF Advance Request;
         and

                 (iv) if the Company accepts any of such offers, it must accept
         offers based solely upon pricing for such relevant maturity date and
         upon no other criteria whatsoever and if two or more CAF Advance
         Lenders submit offers for any maturity date at identical pricing and
         the Company accepts any of such offers but does not wish to (or by
         reason of the limitations set forth in Section 2.4 or in Section
         2.5(e)(iii), cannot) borrow the total amount offered by such CAF
         Advance Lenders with such identical pricing, the Company shall accept
         offers from all of such CAF Advance

<PAGE>   29
                                                                              24


         Lenders in amounts allocated among them pro rata according to the
         amounts offered by such CAF Advance Lenders (or as nearly pro rata as
         shall be practicable after giving effect to the requirement that CAF
         Advances made by a CAF Advance Lender on a date of the Borrowing for
         each relevant maturity date shall be in a principal amount of
         $5,000,000 or an integral multiple of $1,000,000 in excess thereof;
         provided that if the number of CAF Advance Lenders that submit offers
         for any maturity date at identical pricing is such that, after the
         Company accepts such offers pro rata in accordance with the foregoing,
         the CAF Advance to be made by such CAF Advance Lenders would be less
         than $5,000,000 principal amount, the number of such CAF Advance
         Lenders shall be reduced by the CAF Advance Agent by lot until the CAF
         Advances to be made by such remaining CAF Advance Lenders would be in a
         principal amount of $5,000,000 or an integral multiple of $1,000,000 in
         excess thereof).

                  (f) If the Company notifies the CAF Advance Agent that a CAF
Advance Request is cancelled pursuant to Section 2.5(d)(i), the CAF Advance
Agent shall give prompt telephone notice thereof to the CAF Advance Lenders.

                  (g) If the Company accepts pursuant to Section 2.5(d)(ii) one
or more of the offers made by any CAF Advance Lender or CAF Advance Lenders, the
CAF Advance Agent promptly shall notify each CAF Advance Lender which has made
such a CAF Advance Offer of (i) the aggregate amount of such CAF Advances to be
made on such Borrowing Date for each maturity date and (ii) the acceptance or
rejection of any offers to make such CAF Advances made by such CAF Advance
Lender. Before 1:00 P.M. (New York City time) on the date of the Borrowing
specified in the applicable CAF Advance Request, each CAF Advance Lender whose
CAF Advance Offer has been accepted shall make available to the Administrative
Agent at its office set forth in Section 9.2 the amount of CAF Advances to be
made by such CAF Advance Lender, in same day funds. The Administrative Agent
will make such funds available to the applicable Borrower as soon as practicable
on such date at the Administrative Agent's aforesaid address. As soon as
practicable after each Borrowing Date, the CAF Advance Agent shall notify each
Lender of the aggregate amount of CAF Advances advanced on such Borrowing Date
and the respective maturity dates thereof.

                  (h) The failure of any CAF Advance Lender to make the CAF
Advance to be made by it as part of any Borrowing shall not relieve any other
Lender of its obligation, if any, hereunder to make its CAF Advance on the date
of such Borrowing, but no CAF Lender shall be responsible for the failure of any
other CAF Advance Lender to make the CAF Advance to be made by such CAF Advance
Lender on the date of any Borrowing.

                  (i) A CAF Advance Request may request offers for CAF Advances
to be made on not more than one Borrowing Date and to mature on not more than
five CAF Advance Maturity Dates. No CAF Advance Request may be submitted earlier
than five Business Days after submission of any other CAF Advance Request.
<PAGE>   30
                                                                              25


                  SECTION 2.6 CAF Advance Payments. (a) The applicable Borrower
shall repay to the Administrative Agent, for the account of each CAF Advance
Lender which has made a CAF Advance to it, on the applicable CAF Advance
Maturity Date the then unpaid principal amount of such CAF Advance. The
Borrowers shall not have the right to prepay any principal amount of any CAF
Advance.

                  (b) The applicable Borrower shall pay interest on the unpaid
principal amount of each CAF Advance to it from the date of the Borrowing to the
applicable CAF Advance Maturity Date at the rate of interest specified in the
CAF Advance Offer accepted by the applicable Borrower in connection with such
CAF Advance (calculated on the basis of a 360-day year for actual days elapsed),
payable on each applicable CAF Advance Interest Payment Date.

                  (c) If all or a portion of the principal amount of any CAF
Advance shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue principal amount shall, without
limiting any rights of any Lender under this Agreement, bear interest from the
date on which such payment was due at a rate per annum which is 1% above the
rate which would otherwise be applicable pursuant to such CAF Advance until the
stated maturity date of such CAF Advance, and for each day thereafter at a rate
per annum which is 2% above the Base Rate, in each case until paid in full (as
well after as before judgment). Interest accruing pursuant to this paragraph (c)
shall be payable from time to time on demand.

                  SECTION 2.7 Evidence of Debt. Each Lender shall maintain in
accordance with its usual practice appropriate records evidencing indebtedness
of each Borrower to such Lender resulting from each CAF Advance of such Lender
to such Borrower from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time in respect of such
CAF Advance. The Administrative Agent shall maintain the Register pursuant to
Section 9.7(c) and a record therein for each Lender, in which shall be recorded
(i) the amount of each CAF Advance made by such Lender to each Borrower, the CAF
Advance Maturity Date thereof, the interest rate applicable thereto and each CAF
Advance Interest Payment Date applicable thereto, and (ii) the amount of any sum
received by the Administrative Agent hereunder from a Borrower on account of
such CAF Advance. The entries made in the Register and the records of each
Lender maintained pursuant to this Section 2.7 shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of each Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such record, or any error therein, shall not in any manner affect the
obligation of each Borrower to repay (with applicable interest) the CAF Advances
made by such Lender in accordance with the terms of this Agreement.

                  SECTION 2.8 Fees. (a) Tennessee agrees to pay to the
Administrative Agent for the account of each Lender a facility fee for the
period from and including the Facility Fee Commencement Date until all Advances
have been paid in full and all Commitments have been terminated, computed at a
variable rate per annum on the average daily amount of the greater
<PAGE>   31
                                                                              26


of (i) the Commitment of such Lender and (ii) the outstanding principal amount
of Revolving Credit Advances of such Lender during the period for which payment
is made, which rate will vary according to the S&P Bond Rating and the Moody's
Bond Rating as follows:

<TABLE>
<CAPTION>
              Bond Rating                                    Facility
             (S&P/Moody's)                  Level            Fee Rate
             -------------                  -----            --------
<S>                                         <C>              <C>   
         A/A2 or higher                       I               .0500%
         A-/A3                               II               .0600%
         BBB+/Baa1                          III               .0800%
         BBB/Baa2                            IV               .1000%
         BBB-/Baa3                            V               .1250%
         BB+/Ba1 or lower                    VI               .1875%;
</TABLE>

provided that if the ratings of such rating agencies do not fall within the same
Level, the rate applicable to such day will be the lower facility fee rate, and
provided, further, that in the event a rating is not available from either
rating agency, such rating agency will be deemed to have assigned its lowest
rating. Such facility fees shall be payable quarterly in arrears on the last day
of each March, June, September and December, on the Termination Date or such
earlier date on which the Commitments shall terminate as provided herein, and on
the second anniversary of the Termination Date (or if the Lender is an Objecting
Lender, the second anniversary of the Commitment Expiration Date applicable to
such Lender) or such earlier date on which the Advances are repaid in full,
commencing on the first of such dates to occur after the date hereof.

                  (b) The Company agrees to pay to Chase Securities Inc., the
Administrative Agent and the CAF Advance Agent the fees set forth in the letter,
dated September 20, 1996, from Chase Securities Inc. and Chase to Tennessee.

                  SECTION 2.9 Reductions of the Commitments. (a) Optional
Reductions. The Company shall have the right, upon at least three Business Days'
notice to the Administrative Agent, to terminate in whole or reduce ratably in
part the unused portions of the respective Commitments of the Lenders, provided
that each partial reduction shall be in the aggregate amount of $10,000,000 or
any whole multiple of $1,000,000 in excess thereof.

                  (b) Mandatory Reductions. The Commitments shall be
automatically ratably reduced (i) by an amount equal to 80% of the Net Cash
Proceeds received by Tennessee or any of its Subsidiaries from any Significant
Asset Sale and (ii) by an amount equal to the Net Cash Proceeds received by
Tennessee or any of its Subsidiaries from (A) the incurrence by any of them of
any Specified Debt or (B) the issuance by any of Tennessee or any of its
Subsidiaries (other than any issuance by Tennessee or any of its Subsidiaries to
EPNGC or Holding or any of their respective Subsidiaries) subsequent to the date
the Merger is consummated of any equity securities; such reduction shall occur
in each case on the date such Net Cash Proceeds are received by a Borrower or
its Subsidiaries.
<PAGE>   32
                                                                              27


                  SECTION 2.10 Repayment of Advances. The Borrowers shall repay
to each Lender on the second anniversary of the Termination Date the aggregate
principal amount of the Advances then owing to such Lender; provided that the
Revolving Credit Advances made by Objecting Lenders shall be repaid as provided
in Section 2.23.

                  SECTION 2.11 Interest on Revolving Credit Advances. (a)
Ordinary Interest. The Borrowers shall pay interest on the unpaid principal
amount of each Revolving Credit Advance owing to each Lender from the date of
such Advance until such principal amount is due (whether at stated maturity, by
acceleration or otherwise), at the following rates:

                        (i) Base Rate Advances. During such periods as such
         Advance is a Base Rate Advance, a rate per annum equal at all times to
         the Base Rate in effect from time to time, payable quarterly in arrears
         on the last day of each March, June, September and December during such
         periods and on the date such Base Rate Advance shall be Converted or
         due (whether at stated maturity, by acceleration or otherwise).

                       (ii) Eurodollar Rate Advances. During such periods as
         such Advance is a Eurodollar Rate Advance, at a rate per annum equal at
         all times during each Interest Period for such Advance to the sum of
         the Eurodollar Rate for such Interest Period plus the Eurodollar Rate
         Margin in effect from time to time, payable on the last day of each
         such Interest Period and, if any such Interest Period has a duration of
         more than three months, on each day which occurs during such Interest
         Period every three months from the first day of such Interest Period,
         and on the date such Advance shall be Converted or due (whether at
         stated maturity, by acceleration or otherwise).

                  (b) Default Interest. The applicable Borrower shall pay
interest on the unpaid principal amount of each Revolving Credit Advance to it
that is not paid when due (whether at stated maturity, by acceleration or
otherwise) from the date on which such amount is due until such amount is paid
in full, payable on demand, at a rate per annum equal at all times (i) from such
due date to the last day of the then existing Interest Period in the case of
each Eurodollar Rate Advance, to 1% per annum above the interest rate per annum
required to be paid on such Advance immediately prior to the date on which such
amount became due, and (ii) from and after the last day of the then existing
Interest Period, and at all times in the case of any Base Rate Advance, to 1%
per annum above the Base Rate in effect from time to time.

                  SECTION 2.12 Additional Interest on Eurodollar Rate Advances.
If any Lender shall determine in good faith that reserves under regulations of
the Board of Governors of the Federal Reserve System are required to be
maintained by it in respect of, or a portion of its costs of maintaining
reserves under such regulations is properly attributable to, one or more of its
Eurodollar Rate Advances, the applicable Borrower shall pay to such Lender
additional interest on the unpaid principal amount of each such Eurodollar Rate
Advance to it (other than any such additional interest accruing to a particular
Lender in respect of periods prior to the 30th day preceding the date notice of
such interest is given by such Lender as provided in this Section 2.12), payable
on the same day or days on which interest is payable on such Advance,
<PAGE>   33
                                                                              28


at an interest rate per annum equal at all times during each Interest Period for
such Advance to the excess of (i) the rate obtained by dividing the Eurodollar
Rate for such Interest Period by a percentage equal to 100% minus the Eurodollar
Reserve Percentage, if any, for such Lender for such Interest Period over (ii)
the Eurodollar Rate for such Interest Period. The amount of such additional
interest (if any) shall be determined by each Lender, and such Lender shall
furnish written notice of the amount of such additional interest to the Company
and the Administrative Agent, which notice shall be conclusive and binding for
all purposes, absent manifest error.

                  SECTION 2.13 Interest Rate Determination. (a) Each Reference
Lender agrees to furnish to the Administrative Agent timely information for the
purpose of determining the Eurodollar Rate. If any one or more of the Reference
Lenders shall not furnish such timely information to the Administrative Agent
for the purpose of determining any such interest rate, the Administrative Agent
shall determine such interest rate on the basis of timely information furnished
by the remaining Reference Lenders.

                  (b) The Administrative Agent shall give prompt notice to the
Company and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.11(a)(i) or (ii), and the
applicable rate, if any, furnished by each Reference Lender for the purpose of
determining the applicable interest rate under Section 2.11(a)(ii).

                  (c) If fewer than two Reference Lenders furnish timely
information to the Administrative Agent for determining the Eurodollar Rate for
any Eurodollar Rate Advances,

                      (i) the Administrative Agent shall give the Company and
         each Lender prompt notice thereof by telephone (confirmed in writing)
         that the interest rate cannot be determined for such Eurodollar Rate
         Advances,

                     (ii) each such Advance will automatically, on the last
         day of the then existing Interest Period therefor, Convert into a Base
         Rate Advance (or if such Advance is then a Base Rate Advance, will
         continue as a Base Rate Advance), and

                    (iii) the obligations of the Lenders to make, or to
         Convert Advances into, Eurodollar Rate Advances shall be suspended
         until the Administrative Agent shall notify the Company and the Lenders
         that the circumstances causing such suspension no longer exist.

                  (d) If, with respect to any Eurodollar Rate Advances, the
Majority Lenders determine and give notice to the Administrative Agent that, as
a result of conditions in or generally affecting the London interbank eurodollar
market, the rates of interest determined on the basis of the Eurodollar Rate for
any Interest Period for such Advances will not adequately reflect the cost to
such Majority Lenders of making, funding or maintaining their respective
Eurodollar Rate Advances for such Interest Period, the Administrative Agent
shall forthwith so notify the Company and the Lenders, whereupon,
<PAGE>   34
                                                                              29


                      (i) each such Advance will automatically, on the last
         day of the then existing Interest Period therefor, Convert into a Base
         Rate Advance, and

                     (ii) the obligation of the Lenders to make, or to Convert
         Advances into, Eurodollar Rate Advances shall be suspended until the
         Administrative Agent shall notify the Company and the Lenders that the
         circumstances causing such suspension no longer exist.

                  (e) If the applicable Borrower shall fail to select the
duration of any Interest Period for any Eurodollar Rate Advances in accordance
with the provisions contained in the definition of "Interest Period" in Section
1.1, the Administrative Agent will forthwith so notify the applicable Borrower
and the Lenders and such Advances will automatically, on the last day of the
then existing Interest Period therefor, Convert into Base Rate Advances.

                  (f) On the date on which the aggregate unpaid principal amount
of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than $10,000,000, such Eurodollar
Rate Advances shall automatically Convert into Base Rate Advances, and on and
after such date the right of the applicable Borrower to Convert such Advances
into Eurodollar Rate Advances shall terminate; provided, however, that if and so
long as each such Eurodollar Rate Advance shall have the same Interest Period as
Eurodollar Rate Advances comprising another Borrowing or other Borrowings, and
the aggregate unpaid principal amount of all such Eurodollar Rate Advances shall
equal or exceed $20,000,000, the applicable Borrower shall have the right to
continue all such Advances as, or to Convert all such Advances into Eurodollar
Rate Advances having the same Interest Period.

                  (g) If any Reference Lender shall for any reason no longer
have a Commitment or any Revolving Credit Advances, such Reference Lender shall
thereupon cease to be a Reference Lender, and if, as a result, there shall only
be one Reference Lender remaining, the Administrative Agent (after consultation
with the Company and the Lenders) shall, by notice to the Company and the
Lenders, designate another Lender as a Reference Lender so that there shall at
all times be at least two Reference Lenders.

                  SECTION 2.14 Voluntary Conversion of Advances. Any Borrower
may on any Business Day, upon notice given to the Administrative Agent, not
later than 10:00 A.M. (New York City time) on the Business Day of the proposed
Conversion of Eurodollar Rate Advances to Base Rate Advances and not later than
12:00 noon (New York City time) on the third Business Day prior to the date of
the proposed Conversion in the case of a Conversion of Base Rate Advances to
Eurodollar Rate Advances, and subject to the provisions of Sections 2.13, 2.16
and 2.18, Convert all Advances of one Type comprising the same Borrowing into
Advances of another Type; provided, however, that any Conversion of any
Eurodollar Rate Advances into Base Rate Advances made on any day other than the
last day of an Interest Period for such Eurodollar Rate Advances shall be
subject to the provisions of Section 9.4(b); and provided, further, that no
Revolving Credit Advance may be converted into a Eurodollar
<PAGE>   35
                                                                              30


Rate Advance after the date that is one month prior to (a) in the case of a
Revolving Credit Advance made by an Objecting Lender, the second anniversary of
such Objecting Lender's Commitment Expiration Date, and (b) in the case of all
Revolving Credit Advances, the second anniversary of the Termination Date; and
provided, still further, that no Revolving Credit Advance may be converted into
a Eurodollar Rate Advance if an Event of Default has occurred and is continuing.
Each such notice of a Conversion shall, within the restrictions specified above,
specify (a) the date of such Conversion, (b) the Advances to be Converted, and
(c) if such Conversion is into Eurodollar Rate Advances, the duration of the
Interest Period for each such Advance.

                  SECTION 2.15 Optional and Mandatory Prepayments. (a) Optional
Prepayments. Any Borrower may upon (i) in the case of Eurodollar Rate Advances,
at least two Business Days' notice and (ii) in the case of Base Rate Advances,
telephonic notice not later than 12:00 noon (New York City time) on the date of
prepayment, to the Administrative Agent which specifies the proposed date and
aggregate principal amount of the prepayment and the Type of Advances to be
prepaid, and if such notice is given such Borrower shall, prepay the outstanding
principal amounts of the Revolving Credit Advances comprising the same Borrowing
in whole or ratably in part, together with accrued interest to the date of such
prepayment on the amount prepaid; provided, however, that (A) each partial
prepayment shall be in an aggregate principal amount not less than $10,000,000
or an integral multiple of $1,000,000 in excess thereof and (B) in the event of
any such prepayment of Eurodollar Rate Advances on any day other than the last
day of an Interest Period for such Eurodollar Rate Advances, such Borrower shall
be obligated to reimburse the Lenders in respect thereof pursuant to, and to the
extent required by, Section 9.4(b); provided, further, however, that such
Borrower will use its best efforts to give notice to the Administrative Agent of
the proposed prepayment of Base Rate Advances on the Business Day prior to the
date of such proposed prepayment.

                  (b) Mandatory Prepayments. If, at any time and from time to
time, the aggregate principal amount of Advances (other than Advances of
Objecting Lenders) then outstanding exceeds the Commitments of all the Lenders
after giving effect to any reduction of the Commitments pursuant to Section 2.9,
the Borrowers shall immediately prepay the Revolving Credit Advances of Lenders
(other than Objecting Lenders) (to the extent there are such outstanding
Revolving Credit Advances) by an amount equal to such excess; provided that, in
the case of such prepayments required to be made as a result of a reduction of
the Commitments pursuant to Section 2.9(b), each such prepayment shall be made
no later than 90 days after, in each case, the date on which the Commitments are
automatically reduced; and provided, further, that in the event of any
prepayment of Eurodollar Rate Advances pursuant to this Section 2.15(b) on any
day other than the last day of an Interest Period for such Eurodollar Rate
Advances, the Borrowers shall be obligated to reimburse the Lenders in respect
thereof pursuant to, and to the extent required by, Section 9.4(b); and
provided, still further, that no CAF Advances shall be required to be prepaid
pursuant to this Section 2.15(b).
<PAGE>   36
                                                                              31


                  SECTION 2.16 Increased Costs. (a) If, due to either (i) the
introduction after the date of this Agreement of or any change after the date of
this Agreement (including any change by way of imposition or increase of reserve
requirements or assessments other than those referred to in the definition of
"Eurodollar Reserve Percentage," "C/D Reserve Percentage" or "C/D Assessment
Rate" contained in Section 1.1) in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request issued or made
after the date of this Agreement from or by any central bank or other
governmental authority (whether or not having the force of law), in each case
above other than those referred to in Section 2.17, there shall be any increase
in the cost to any Lender of agreeing to make, fund or maintain, or of making,
funding or maintaining, Eurodollar Rate Advances funded in the interbank
Eurodollar market, then the Borrowers shall from time to time, upon demand by
such Lender (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender additional amounts
sufficient to reimburse such Lender for all such increased costs (except those
costs incurred more than 60 days prior to the date of such demand; for the
purposes hereof any cost or expense allocable to a period prior to the
publication or effective date of such an introduction, change, guideline or
request shall be deemed to be incurred on the later of such publication or
effective date). Each Lender agrees to use its best efforts promptly to notify
the Company of any event referred to in clause (i) or (ii) above, provided that
the failure to give such notice shall not affect the rights of any Lender under
this Section 2.16(a) (except as otherwise expressly provided above in this
Section 2.16(a)). A certificate as to the amount of such increased cost,
submitted to the Company and the Administrative Agent by such Lender, shall be
conclusive and binding for all purposes, absent manifest error. After one or
more Lenders have notified the Company of any increased costs pursuant to this
Section 2.16, the Company may specify by notice to the Administrative Agent and
the affected Lenders that, after the date of such notice whenever the election
of Eurodollar Rate Advances by the applicable Borrower for an Interest Period or
portion thereof would give rise to such increased costs, such election shall not
apply to the Revolving Credit Advances of such Lenders during such Interest
Period or portion thereof, and, in lieu thereof, such Revolving Credit Advances
shall during such Interest Period or portion thereof be Base Rate Advances. Each
Lender agrees to use its best efforts (including, without limitation, a
reasonable effort to change its lending office or to transfer its affected
Advances to an affiliate of such Lender) to avoid, or minimize the amount of,
any demand for payment from the Borrowers under this Section 2.16.

                  (b) In the event that any Lender shall change its lending
office and such change results (at the time of such change) in increased costs
to such Lender, the Borrowers shall not be liable to such Lender for such
increased costs incurred by such Lender to the extent, but only to the extent,
that such increased costs shall exceed the increased costs which such Lender
would have incurred if the lending office of such Lender had not been so
changed, but, subject to subsection (a) above and to Section 2.18, nothing
herein shall require any Lender to change its lending office for any reason.

                  SECTION 2.17 Increased Capital. If either (a) the introduction
of or any change in or in the interpretation of any law or regulation or (b)
compliance by any Lender
<PAGE>   37
                                                                              32


with any guideline or request from any central bank or other governmental
authority (whether or not having the force of law) affects or would affect the
amount of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender and such Lender determines that the amount
of such capital is increased by or based upon the existence of such Lender's
commitment to lend hereunder and other commitments of this type, then, within
ten days after demand, and delivery to the Company of the certificate referred
to in the last sentence of this Section 2.17 by such Lender (with a copy of such
demand to the Administrative Agent), the applicable Borrowers shall pay to the
Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender's commitment to lend hereunder (except any such
increase in capital incurred more than, or compensation attributable to the
period before, 90 days prior to the date of such demand; for the purposes hereof
any increase in capital allocable to, or compensation attributable to, a period
prior to the publication or effective date of such an introduction, change,
guideline or request shall be deemed to be incurred on the later of such
publication or effective date). Each Lender agrees to use its best efforts
promptly to notify the Company of any event referred to in clause (a) or (b)
above, provided that the failure to give such notice shall not affect the rights
of any Lender under this Section 2.17 (except as otherwise expressly provided
above in this Section 2.17). A certificate in reasonable detail as to the basis
for, and the amount of, such compensation submitted to the Company by such
Lender shall, in the absence of manifest error, be conclusive and binding for
all purposes.

                  SECTION 2.18 Illegality. Notwithstanding any other provision
of this Agreement, if the introduction of or any change in or in the
interpretation of any law or regulation shall make it unlawful, or any central
bank or other governmental authority shall assert that it is unlawful, for any
Lender or its lending office to perform its obligations hereunder to make
Eurodollar Rate Advances or to continue to fund or maintain such Advances
hereunder, such Lender may, by notice to the Company and the Administrative
Agent, suspend the right of the Borrowers to elect Eurodollar Rate Advances from
such Lender and, if necessary in the reasonable opinion of such Lender to comply
with such law or regulation, Convert all such Eurodollar Rate Advances of such
Lender to Base Rate Advances at the latest time permitted by the applicable law
or regulation, and such suspension and, if applicable, such Conversion shall
continue until such Lender notifies the Company and the Administrative Agent
that the circumstances making it unlawful for such Lender to perform such
obligations no longer exist (which such Lender shall promptly do when such
circumstances no longer exist). So long as the obligation of any Lender to make
Eurodollar Rate Advances has been suspended under this Section 2.18, all Notices
of Borrowing specifying Advances of such Type shall be deemed, as to such
Lender, to be requests for Base Rate Advances. Each Lender agrees to use its
best efforts (including, without limitation, a reasonable effort to change its
lending office or to transfer its affected Advances to an affiliate) to avoid
any such illegality.

                  SECTION 2.19 Payments and Computations. (a) The Borrowers
shall make each payment hereunder (including, without limitation, under Section
2.6, 2.8, 2.10 or 2.11)
<PAGE>   38
                                                                              33


and under the Notes, whether the amount so paid is owing to any or all of the
Lenders or to the Administrative Agent, not later than 12:00 noon (New York City
time) without setoff, counterclaim, or any other deduction whatsoever, on the
day when due in Dollars to the Administrative Agent at its address at 270 Park
Avenue, New York, New York 10017, Reference: El Paso Tennessee Pipeline Co., or
at such other location designated by notice to the Company from the
Administrative Agent and agreed to by the Company, in same day funds. The
Administrative Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal or interest or facility fees ratably (other
than amounts payable pursuant to Section 2.12, 2.16, 2.17, 2.18 or 2.20)
according to the respective amounts of such principal, interest or facility fees
then due and owing to the Lenders, and like funds relating to the payment of any
other amount payable to any Lender to such Lender, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.7(d), from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent shall make
all payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

                  (b) All computations of interest based on the Prime Rate and
of facility fees shall be made by the Administrative Agent on the basis of a
year of 365 or 366 days, as the case may be, and all computations of interest
based on the Eurodollar Rate, the Base CD Rate or the Effective Federal Funds
Rate shall be made by the Administrative Agent, and all computations of interest
pursuant to Section 2.12 shall be made by each Lender with respect to its own
Advances, on the basis of a year of 360 days, in each case for the actual number
of days (including the first day but excluding the last day) occurring in the
period for which such interest or fees are payable. Each determination by the
Administrative Agent (or, in the case of Section 2.12, 2.16, 2.17, 2.18 or 2.20,
by each Lender with respect to its own Advances) of an interest rate or an
increased cost or increased capital or of illegality hereunder shall be
conclusive and binding for all purposes if made reasonably and in good faith.

                  (c) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest; provided, however,
if such extension would cause payment of interest on or principal of Eurodollar
Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.

                  (d) Unless the Administrative Agent shall have received notice
from the Company or any other applicable Borrower prior to the date on which any
payment is due to the Lenders hereunder that the applicable Borrower will not
make such payment in full, the Administrative Agent may assume that the
applicable Borrower has made such payment in full to the Administrative Agent on
such date and the Administrative Agent may, in reliance upon such assumption,
cause to be distributed to each Lender on such due date an amount equal to
<PAGE>   39
                                                                              34


the amount then due such Lender. If and to the extent the applicable Borrower
shall not have so made such payment in full to the Administrative Agent, each
Lender shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Administrative Agent, at a rate equal to the Effective
Federal Funds Rate for such day.

                  SECTION 2.20 Taxes. (a) Any and all payments by the Borrowers
hereunder or under the Notes to each Indemnified Party shall be made, in
accordance with Section 2.19, free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding all taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, imposed by the jurisdiction under the laws of which such
Indemnified Party is organized, domiciled, resident or doing business, or any
political subdivision thereof or by any jurisdiction in which such Indemnified
Party holds any interest in connection with this Agreement or any Note
(including, without limitation, in the case of each Lender, the jurisdiction of
such Lender's lending office) or any political subdivision thereof, other than
by any jurisdiction with which the Indemnified Party's connection arises solely
from having executed, delivered or performed obligations or received a payment
under, or enforced, this Agreement or any Note (all such nonexcluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If any Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Indemnified Party, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.20) such Indemnified
Party receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make or cause to be made such
deductions and (iii) such Borrower shall pay or cause to be paid the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law, provided that the Borrowers shall not be required to pay
any additional amount (and shall be relieved of any liability with respect
thereto) pursuant to this subsection (a) to any Indemnified Party that either
(A) on the date such Lender became an Indemnified Party hereunder, (I) was not
entitled to submit a U.S. Internal Revenue Service form 1001 (relating to such
Indemnified Party, and entitling it to a complete exemption from United States
withholding taxes on all amounts to be received by such Indemnified Party
pursuant to this Agreement) and a U.S. Internal Revenue Service form 4224
(relating to all amounts to be received by such Indemnified Party pursuant to
this Agreement) and (II) was not a United States person (as such term is defined
in Section 7701(a)(30) of the Internal Revenue Code) or (B) has failed to submit
any form or certificate that it was required to file or provide pursuant to
subsection (d) of this Section 2.20 and is entitled to file or give, as
applicable, under applicable law, provided, further, that should an Indemnified
Party become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrowers shall take such steps as such Indemnified Party shall
reasonably request to assist such Indemnified Party to recover such Taxes, and
provided, further, that each Indemnified Party, with respect to itself, agrees
to indemnify and hold harmless the Borrowers from any taxes, penalties, interest
and other
<PAGE>   40
                                                                              35


expenses, costs and losses incurred or payable by the Borrowers as a result of
the failure of any of the Borrowers to comply with its obligations under clause
(ii) or (iii) above in reliance on any form or certificate provided to it by
such Indemnified Party pursuant to this Section 2.20. If any Indemnified Party
receives a net credit or refund in respect of such Taxes or amounts so paid by
the Borrowers, it shall promptly notify the Company of such net credit or refund
and shall promptly pay such net credit or refund to the applicable Borrower,
provided that the applicable Borrower agrees to return such net credit or refund
if the Indemnified Party to which such net credit or refund is applicable is
required to repay it.

                  (b) In addition, each Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from any payment made by such Borrower hereunder
or under the Notes or from the execution, delivery or performance of, or
otherwise with respect to, this Agreement or the Notes (hereinafter referred to
as "Other Taxes").

                  (c) Each Borrower will indemnify each Indemnified Party and
the Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.20) paid by such Indemnified Party and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto except as a result of the gross negligence (which shall in any
event include the failure of such Indemnified Party to provide to the Borrowers
any form or certificate that it was required to provide pursuant to subsection
(d) below) or willful misconduct of such Indemnified Party, whether or not such
Taxes or Other Taxes were correctly or legally asserted. This indemnification
shall be made within 30 days from the date such Indemnified Party makes written
demand therefor.

                  (d) On or prior to the date on which each Indemnified Party
organized under the laws of a jurisdiction outside the United States becomes an
Indemnified Party hereunder, such Indemnified Party shall provide the Company
with U.S. Internal Revenue Service form 1001 or 4224, as appropriate, or any
successor form prescribed by the U.S. Internal Revenue Service, certifying that
such Indemnified Party is fully exempt from United States withholding taxes with
respect to all payments to be made to such Indemnified Party hereunder, or other
documents satisfactory to the Company indicating that all payments to be made to
such Indemnified Party hereunder are fully exempt from such taxes. Thereafter
and from time to time (but only so long as such Indemnified Party remains
lawfully able to do so), each such Indemnified Party shall submit to the Company
such additional duly completed and signed copies of one or the other of such
Forms (or such successor Forms as shall be adopted from time to time by the
relevant United States taxing authorities) as may be (i) notified by any
Borrower to such Indemnified Party and (ii) required under then-current United
States law or regulations to avoid United States withholding taxes on payments
in respect of all amounts to be received by such Indemnified Party pursuant to
this Agreement or the Notes. Upon the request of any Borrower from time to time,
each Indemnified Party that is a United States person (as such term is defined
in Section 7701(a)(30) of the Internal Revenue Code) shall submit to the Company
a certificate to the effect that it is such a United States person. If any
<PAGE>   41
                                                                              36


Indemnified Party determines, as a result of any change in applicable law,
regulation or treaty, or in any official application or interpretation thereof,
that it is unable to submit to the Company any form or certificate that such
Indemnified Party is obligated to submit pursuant to this subsection (d), or
that such Indemnified Party is required to withdraw or cancel any such form or
certificate previously submitted, such Indemnified Party shall promptly notify
the Company of such fact.

                  (e) Any Indemnified Party claiming any additional amounts
payable pursuant to this Section 2.20 shall use its best efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its lending office if the making of such a change would avoid
the need for, or reduce the amount of, any such additional amounts which may
thereafter accrue and would not, in the reasonable judgment of such Indemnified
Party, be otherwise disadvantageous to such Indemnified Party.

                  (f) Without prejudice to the survival of any other agreement
of the Borrowers hereunder, the agreements and obligations of the Borrowers and
each Indemnified Party contained in this Section 2.20 shall survive the payment
in full of principal and interest hereunder and under the Notes.

                  (g) Any other provision of this Agreement to the contrary
notwithstanding, any amounts which are payable by any Borrower under this
Section 2.20 shall not be payable under Section 2.16.

                  SECTION 2.21 Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advances made by it (other
than pursuant to Section 2.12, 2.16, 2.17, 2.18 or 2.20) in excess of its
ratable share of payments on account of the Advances obtained by all the
Lenders, such Lender shall forthwith purchase from the other Lenders such
participations in the Advances made by them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and each Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (a) the amount of
such Lender's required repayment to (b) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. Each Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section may, to the fullest extent permitted by law, exercise
all its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of such
Borrower in the amount of such participation.

                  SECTION 2.22 Use of Proceeds. Proceeds of the Advances may be
used for general corporate purposes of the respective Borrowers, provided that
prior to the Merger, the proceeds of the Advances may only be used to purchase,
pay, prepay, redeem or defease 
<PAGE>   42
                                                                              37


indebtedness of Tennessee and its Subsidiaries in connection with the Debt
Realignment Plan and to pay fees, expenses and prepayment premiums incurred in
connection with the Debt Realignment Plan.

                  SECTION 2.23 Extension of Stated Termination Date. (a) Not
less than 60 days and not more than 90 days prior to the Stated Termination Date
then in effect, provided that no Event of Default shall have occurred and be
continuing, the Company may request an extension of such Stated Termination Date
by submitting to the Administrative Agent an Extension Request containing the
information in respect of such extension specified in Exhibit I, which the
Administrative Agent shall promptly furnish to each Lender. Each Lender shall,
not less than 30 days and not more than 60 days prior to the Stated Termination
Date then in effect, notify such Borrower and the Administrative Agent of its
election to extend or not extend the Stated Termination Date as requested in
such Extension Request. Notwithstanding any provision of this Agreement to the
contrary, any notice by any Lender of its willingness to extend the Stated
Termination Date shall be revocable by such Lender in its sole and absolute
discretion at any time prior to the date which is 30 days prior to the Stated
Termination Date then in effect. If the Required Lenders shall approve in
writing the extension of the Stated Termination Date requested in such Extension
Request, the Stated Termination Date shall automatically and without any further
action by any Person be extended for the period specified in such Extension
Request; provided that (i) each extension pursuant to this Section 2.23 shall be
for a maximum of 364 days and (ii) the Commitment of any Lender which does not
consent in writing, or which revokes its consent in accordance with the
provisions of this Section 2.23, to such extension not less than 30 days and not
more than 60 days prior to the Stated Termination Date then in effect (an
"Objecting Lender") shall, unless earlier terminated in accordance with this
Agreement, expire on the Stated Termination Date in effect on the date of such
Extension Request (such Stated Termination Date, if any, referred to as the
"Commitment Expiration Date" with respect to such Objecting Lender). If, not
less than 30 days and not more than 60 days prior to the Stated Termination Date
then in effect, the Required Lenders shall not approve in writing the extension
of the Stated Termination Date requested in an Extension Request, the Stated
Termination Date shall not be extended pursuant to such Extension Request. The
Administrative Agent shall promptly notify (y) the Lenders and the Company of
any extension of the Stated Termination Date pursuant to this Section 2.23 and
(z) the Company and the Lenders of any Lender which becomes an Objecting Lender.

                  (b) Revolving Credit Advances owing to any Objecting Lender on
the Commitment Expiration Date with respect to such Lender shall be repaid in
full on or before the date which is two years after such Commitment Expiration
Date.

                  (c) The Borrowers shall have the right, so long as no Event of
Default has occurred and is then continuing, upon giving notice to the
Administrative Agent and the Objecting Lender in accordance with Section 2.15,
to prepay in full the Revolving Credit Advances of the Objecting Lenders,
together with accrued interest thereon, any amounts payable pursuant to Sections
2.11, 2.12, 2.16, 2.17, 2.18, 2.20 and 9.4(b) and any accrued and unpaid
facility fee or other amounts payable to it hereunder and/or, upon giving not
less
<PAGE>   43
                                                                              38


than three Business Days' notice to the Objecting Lenders and the Administrative
Agent, to cancel the whole or part of the Commitments of the Objecting Lenders.

                  SECTION 2.24 Replacement of Lenders. If any Lender requests
compensation under Sections 2.12, 2.16 or 2.17 or if any Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.20, or if any Lender defaults in its
obligation to fund Advances hereunder, then the Company may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 9.7), all its interests, rights
and obligations under this Agreement (other than any outstanding CAF Advances
held by it) to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i)
the Company shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Advances (other than CAF Advances), accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrowers (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Sections 2.12 , 2.16 or 2.17 or
payments required to be made pursuant to Section 2.20, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Company to require such assignment and delegation cease to apply.


                                   ARTICLE III

                     CONDITIONS OF EFFECTIVENESS AND LENDING

                  SECTION 3.1 Conditions Precedent to Effectiveness of this
Agreement. This Agreement shall become effective when the following conditions
precedent shall be satisfied (provided that such conditions must be satisfied on
or before December 31, 1996) (the date upon which such conditions are satisfied,
or satisfaction thereof has been waived by the Lenders in accordance with this
Agreement, the "Effective Date"):

                  (a) the Administrative Agent and the CAF Advance Agent shall
         have (i) executed this Agreement, (ii) received a counterpart of this
         Agreement executed by each Lender, (iii) received this Agreement,
         executed and delivered by a duly authorized officer of Tennessee and
         each Subsidiary of Tennessee designated as Borrower as of the Effective
         Date, and (iv) received the EPNGC Guarantee executed and delivered by a
         duly authorized officer of EPNGC.
<PAGE>   44
                                                                              39


                  (b) the Lenders shall have received the then-current forms of
         the Transaction Documentation, the material terms and provisions of
         which shall be reasonably satisfactory to the Lenders;

                  (c) the Administrative Agent shall have received from the
         Company adequate information with respect to the legal and capital
         structure of Tennessee, EPNGC and their Subsidiaries after giving
         effect to the Spin-offs and the Merger (including, without limitation,
         certificates of incorporation, by laws and other organizational
         documents of the Company and EPNGC to be in effect after the Merger)
         and such legal and capital structure shall be reasonably satisfactory
         to the Lenders;

                  (d) the Lenders shall have received, at least five days prior
         to the Effective Date, such historical audited consolidated or combined
         financial statements for Tennessee, Tenneco Energy and EPNGC as are
         contained or incorporated by reference in the Joint Proxy Statement;
         and

                  (e) the Lenders shall have received such pro forma
         consolidated or combined balance sheets of each of EPNGC, Tennessee and
         Tenneco Energy as are contained or incorporated by reference in the
         Joint Proxy Statement and such balance sheets shall not, in the
         reasonable judgment of the Lenders, reflect any material adverse change
         in the financial condition of EPNGC, Tennessee and Tenneco Energy from
         that reflected in the financial statements delivered to the Lenders
         pursuant to paragraph (d) above (it being agreed that consummation of
         the Transaction and the related financings (as described in the Joint
         Proxy Statement and as contemplated under the Transaction
         Documentation), the incurrence of Project Financings, Indebtedness
         hereunder and Indebtedness under either of the EPNGC Facilities and
         changes to reflect the Merger (as required under purchase accounting
         rules in accordance with generally accepted accounting principles)
         shall not be deemed to give rise to a material adverse change).

         Each of the Administrative Agent, the CAF Advance Agent and each Lender
by its execution and delivery hereof confirms that the conditions specified in
paragraphs (b) through (e) above are satisfied as to it on and as of the date
hereof.

                  SECTION 3.2 Conditions Precedent to Initial Advances. The
agreement of each Lender to make the initial Advances to be made by it to the
Borrowers hereunder (the date upon which the initial Advances occur, the
"Closing Date") is subject to (a) the satisfaction of the following conditions
precedent:

                      (i)  the Effective Date shall have occurred;

                     (ii) the Lenders, the Administrative Agent and Chase
         Securities Inc. shall have received all fees and expenses required to
         be paid by Tennessee in connection herewith on or before the Closing
         Date;
<PAGE>   45
                                                                              40


                    (iii) all material governmental and material third party
         approvals (or arrangements reasonably satisfactory to the Lenders in
         lieu of such approvals) necessary in connection with the Transaction
         (including the Merger), this Agreement and the continuing operations of
         Tennessee and its Subsidiaries as Subsidiaries of EPNGC shall have been
         obtained and be in full force and effect in all material respects and
         all applicable waiting periods shall have expired without any action
         being taken or overtly threatened by any competent governmental
         authority which would restrain, prevent or otherwise impose material
         adverse conditions on the Transaction or the financing thereof;

                     (iv) except as set forth on Schedule III, no litigation,
         injunction or restraining order shall be entered or overtly threatened
         which in the reasonable opinion of the Lenders (taking into account the
         exhaustion of all appeals) would reasonably be expected to have a
         Material Adverse Effect;

                      (v) since the Effective Date there shall not have occurred
         any change or development or event (other than those involving gas
         supply realignment or related regulatory matters) that in the
         reasonable opinion of the Lenders would reasonably be expected to have
         a Material Adverse Effect; and

                     (vi) the terms and conditions of any Indebtedness of
         Tennessee and its Subsidiaries which is to remain outstanding after the
         Closing Date and be an obligation of Tennessee or any of its
         Subsidiaries after the Closing Date (giving effect to the Debt
         Realignment Plan, the Spin-offs and the Merger) shall not in the
         aggregate be materially more costly or otherwise materially more
         onerous on Tennessee than the terms and conditions of such Indebtedness
         immediately prior to the consummation of the Debt Realignment Plan, the
         Spin-offs and the Merger;

and (b) receipt by the Administrative Agent of the following in form and
substance satisfactory to the Administrative Agent and in sufficient copies for
each Lender:

                      (i) a certificate from the President, Chief Financial
         Officer or Treasurer of Tennessee certifying that, to the best of his
         knowledge after due inquiry, (a) all material conditions to the Debt
         Realignment Plan, the Spin-offs (other than the consummation of the
         Debt Realignment Plan) and the Merger (other than consummation of the
         Debt Realignment Plan and the Spin-offs) have been satisfied in
         accordance with the terms of the Transaction Documentation, (b) the
         Transaction is being closed substantially in accordance with the
         Transaction Documentation and (c) no material amendment or
         modification (including, without limitation, waivers) to a material
         condition to the Merger has been made since the Effective Date without
         the approval of the Lenders (which approval shall not be unreasonably
         withheld);

                     (ii) a certificate from the President or Chief Financial
         Officer or Treasurer of Tennessee certifying that Tennessee has
         received the IRS Ruling Letter, and that the 
<PAGE>   46
                                                                              41


         contents of the IRS Ruling Letter are consistent in all material
         respects with Tennessee's request to the IRS for the IRS Ruling Letter
         and the form of tax opinion attached as an exhibit to the Merger
         Agreement;

                    (iii) evidence reasonably satisfactory to it that (A)
         Tennessee's existing $1.6 billion credit facility, dated as of November
         15, 1994, shall be terminated concurrently with the making of any
         initial Advances and that all amounts owing thereunder have been
         satisfied and (B) each of the EPNGC Facilities is in full force and
         effect.

                     (iv) certified copies of the resolutions of the Board of
         Directors of Tennessee approving the borrowings contemplated hereby and
         authorizing the execution of this Agreement and the Notes, and of all
         documents evidencing other necessary corporate action of Tennessee and
         material governmental approvals to the Company, if any, with respect to
         this Agreement and the Notes;

                      (v) a certificate of the Secretary or an Assistant
         Secretary of Tennessee certifying the names and true signatures of the
         officers of Tennessee authorized to sign this Agreement and the other
         documents to be delivered by it hereunder;

                     (vi) a favorable opinion of the General Counsel of
         Tennessee (or, alternatively, of Jenner & Block, counsel to Tennessee),
         in substantially the form of Exhibit J;

                    (vii) a favorable opinion of Jones, Day, Reavis & Pogue, New
         York counsel to Tennessee and EPNGC, in substantially the form of
         Exhibit K;

                   (viii) certified copies of the resolutions of the Board of
         Directors of EPNGC approving the EPNGC Guarantee and authorizing the
         execution and delivery thereof, and the execution and delivery of all
         documents evidencing other necessary corporate action of EPNGC and
         governmental approvals to EPNGC, if any, with respect to the EPNGC
         Guarantee;

                     (ix) a certificate of the Secretary or an Assistant
         Secretary of EPNGC certifying the names and true signatures of the
         officers of EPNGC authorized to sign the EPNGC Guarantee and the other
         documents to be delivered by it thereunder;

                      (x) a favorable opinion of the General Counsel or
         Associate General Counsel of EPNGC and/or special Delaware counsel for
         EPNGC, in substantially the form of Exhibit L;

                     (xi) a letter from the Process Agent, in substantially the
         form of Exhibit G, hereto, agreeing to act as Process Agent for the
         Company and EPNGC and to forward forthwith all process received by it
         to the Company.
<PAGE>   47
                                                                              42


Anything in this Agreement to the contrary notwithstanding, if all of the
conditions to initial Advances specified in this Section 3.2 shall not have been
fulfilled on or before June 30, 1997, (i) Tennessee shall on such date pay all
accrued and unpaid fees pursuant to Section 2.8 and (ii) this Agreement, and all
of the obligations of the Borrowers, the Lenders, the Administrative Agent and
the CAF Advance Agent hereunder, shall be terminated on and as of 5:00 P.M. (New
York City time) on June 30, 1997; provided, however, that as soon as the
Administrative Agent determines that all of the conditions to make initial
Advances under this Agreement specified in this Section 3.2 shall have been
fulfilled on or before June 30, 1997, the Administrative Agent shall furnish
written notice to Tennessee, EPNGC, the "Administrative Agent" under the EPNGC
Facilities and the Lenders to the effect that it has so determined, and such
notice by the Administrative Agent shall constitute conclusive evidence that the
conditions specified in this Section 3.2 have been fulfilled. Notwithstanding
the foregoing, the obligations of the Borrower to pay fees pursuant to Section
2.8 as well as all obligations pursuant to Section 9.4 shall survive the
termination of the Agreement.

                  SECTION 3.3 Conditions Precedent to Initial Advances to Any
Borrowing Subsidiary or Holding. The agreement of each Lender to make the
initial Advances to be made by it to any Borrowing Subsidiary or Holding is
further subject to the Administrative Agent receiving the following, in form and
substance satisfactory to the Administrative Agent and (except for the Notes) in
sufficient copies for each Lender:

                  (a) A Joinder Agreement executed and delivered by such
         Borrowing Subsidiary or Holding, as the case may be, conforming to the
         requirements hereof.

                  (b) Notes, dated the date such Borrowing Subsidiary or
         Holding, as the case may be, executes and delivers its Joinder
         Agreement, made by such Borrowing Subsidiary or Holding, as the case
         may be, to the order of each Lender requesting a Note, respectively.

                  (c) A certificate of the Secretary or an Assistant Secretary
         of such Borrowing Subsidiary or Holding, as the case may be, certifying
         the names and true signature of the officers of such Borrowing
         Subsidiary or Holding, as the case may be, authorized to sign the
         Joinder Agreement and the other documents to be delivered by it
         hereunder.

                  (d) A favorable opinion of the General Counsel or Associate
         General Counsel of Tennessee or Holding, as the case may be, given upon
         the express instructions of Tennessee or Holding, as the case may be,
         in substantially the form of Exhibit M hereto, and as to such other
         matters as any Lender through the Administrative Agent may reasonably
         request, with such assumptions, qualifications and exceptions as the
         Administrative Agent may approve.

                  (e) A favorable opinion of Jones, Day, Reavis & Pogue or other
         New York counsel to the Company reasonably satisfactory to the
         Administrative Agent, in substantially the form of Exhibit N hereto,
         and as to such other matters as any Lender
<PAGE>   48
                                                                              43


         through the Administrative Agent may reasonably request, with such 
         assumptions, qualifications and exceptions as the Administrative Agent 
         may approve.

                  (f) A letter from the Process Agent, in substantially the form
         of Exhibit G hereto, agreeing to act as Process Agent for such
         Borrowing Subsidiary or Holding, as the case may be, and to forward
         forthwith all process received by it to such Borrowing Subsidiary or
         Holding, as the case may be.

                  SECTION 3.4 Conditions Precedent to Each Borrowing. The
obligation of each Lender to make an Advance (including the initial Advance, but
excluding any continuation or Conversion of an Advance) on the occasion of any
Borrowing shall be subject to the conditions precedent that on the date of such
Borrowing this Agreement shall have become effective pursuant to Section 3.1
and, before and immediately after giving effect to such Borrowing and to the
application of the proceeds therefrom, the following statements shall be true
and correct, and the giving by the applicable Borrower or the Company on such
Borrower's behalf of the applicable Notice of Borrowing and the acceptance by
the applicable Borrower of the proceeds of such Borrowing shall constitute its
representation and warranty that on and as of the date of such Borrowing, before
and immediately after giving effect thereto and to the application of the
proceeds therefrom, the following statements are true and correct:

                (i) each representation and warranty contained in Section 4.1
         is correct in all material respects as though made on and as of such
         date; and

               (ii) no event has occurred and is continuing, or would result
         from such Borrowing, which constitutes an Event of Default or would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.1 Representations and Warranties of the Borrowers.
Each Borrower represents and warrants as follows:

                  (a) Each of the Company and each Borrower is a corporation
         duly incorporated, validly existing and in good standing under the laws
         of the jurisdiction of its incorporation. Each Principal Subsidiary and
         each Restricted Affiliate is duly incorporated, validly existing and in
         good standing in the jurisdiction of its incorporation. The Company,
         each Borrower, each Principal Subsidiary and each Restricted Affiliate
         possess all corporate 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.
<PAGE>   49
                                                                              44


                  (b) The execution, delivery and performance by (i) each
         Borrower of this Agreement, each Joinder Agreement, if any, to which it
         is a party and its Notes (as applicable) and (ii) each Restricted
         Affiliate of its Restricted Affiliate Guaranty are within such
         Borrower's or Restricted Affiliate's, as the case may be, corporate
         powers, have been duly authorized by all necessary corporate action,
         and do not contravene (A) such Borrower's or Restricted Affiliate's, as
         the case may be, charter or by-laws or (B) any law or any material
         contractual restriction binding on or affecting such Borrower or
         Restricted Affiliate, as the case may be.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         is required for the due execution, delivery and performance by (i) such
         Borrower of this Agreement, each Joinder Agreement, if any, to which it
         is a party or its Notes (as applicable) or (ii) any Restricted
         Affiliate of its Restricted Affiliate Guaranty, except filings
         necessary to comply with laws, rules, regulations and orders required
         in the ordinary course to comply with ongoing obligations of such
         Borrower under Section 5.1(a) and (b).

                  (d) This Agreement constitutes, its Notes and each Joinder
         Agreement, if any, to which it is a party (as applicable) when
         delivered hereunder shall constitute and its Restricted Affiliate
         Guaranty when delivered hereunder shall constitute, the legal, valid
         and binding obligations of each Borrower or Restricted Affiliate, as
         the case may be, enforceable against such Borrower or Restricted
         Affiliate, as the case may be, 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.

                  (e) The consolidated balance sheet of Tennessee and its
         consolidated Subsidiaries as at December 31, 1995, and the related
         consolidated statements of income and cash flows of Tennessee and its
         consolidated Subsidiaries for the fiscal year then ended, reported on
         by Arthur Andersen LLP, independent public accountants, copies of which
         have been furnished to the Administrative Agent and the Lenders prior
         to the date hereof, fairly present the consolidated financial condition
         of Tennessee and its consolidated Subsidiaries as at such date and the
         consolidated results of the operations of Tennessee and its
         consolidated Subsidiaries for the period ended on such date, all in
         accordance with generally accepted accounting principles consistently
         applied, and since December 31, 1995, there has been no material
         adverse change in such condition or operations. The unaudited
         consolidated balance sheet of Tennessee and its consolidated
         Subsidiaries as of June 30, 1996, and the related consolidated
         statements of income and cash flows of Tennessee and its consolidated
         Subsidiaries for the six months then ended, certified by the chief
         financial officer of Tennessee, copies of which have been furnished to
         the Administrative Agent and the Lenders prior to the date hereof,
         fairly present the consolidated results of operations of Tennessee and
         its consolidated Subsidiaries for the three months then ended, all in
         accordance with generally accepted accounting principles consistently
         applied (except as approved by the
<PAGE>   50
                                                                              45


         chief financial officer of Tennessee and as disclosed therein) and
         subject to normal year-end audit adjustments. As of the date hereof,
         none of Tennessee or its Subsidiaries has any material obligation of
         the nature required by generally accepted accounting principles to be
         reflected in financial statements, contingent or otherwise, which is
         not reflected in such financial statements.

                  (f) The combined balance sheets of the business of Tenneco
         Energy as of December 31, 1995 and 1994, and the related combined
         statements of income, cash flows and changes in combined equity for
         each of the three years in the period ended December 31, 1995 reported
         on by Arthur Andersen LLP, independent public accountants, copies of
         which have been furnished to the Administrative Agent and the Lenders
         prior to the date hereof, fairly present the combined financial
         position of the business of Tenneco Energy as of December 31, 1995 and
         1994 and the results of its combined operations for each of the three
         years in the period ended December 31, 1995 in accordance with
         generally accepted accounting principles consistently applied, and
         since December 31, 1995, there has been no material adverse change in
         such condition or operations. As of the date hereof, none of Tennessee
         or its Subsidiaries has any material obligation of the nature required
         by generally accepted accounting principles to be reflected in
         financial statements, contingent or otherwise, which is not reflected
         in such financial statements.

                  (g) The unaudited pro forma combined balance sheet of EPNGC
         and Tenneco Energy as at June 30, 1996 and the related unaudited pro
         forma combined statements of income of EPNGC and Tenneco Energy for the
         six-month period ended June 30, 1996 set forth in the Joint Proxy
         Statement, copies of which have been delivered to the Lenders were
         prepared from financial statements referred to in Section 4.1(f), which
         were prepared in accordance with generally accepted accounting
         principles, are complete and correct in all material respects and have
         been prepared on the basis described therein and show the combined
         financial position and results of operations of EPNGC and Tennessee as
         if the Transaction had occurred, in the case of the combined balance
         sheet, on June 30, 1996, and in the case of combined statements of
         income, as of January 1, 1995.

                  (h) Annexed hereto as Schedule IV is a correct and complete
         list as of the date hereof of all Subsidiaries of Tennessee that will
         be part of Tenneco Energy after giving effect to the Transaction
         showing, as to each such Subsidiary, its name, the jurisdiction of its
         incorporation and the ownership of the capital stock of such
         Subsidiary.

                  (i) Each of the Company, Tennessee and their respective
         Subsidiaries is in compliance with all laws, rules, regulations and
         orders of any governmental authority applicable to it or its property
         except where the failure to comply, individually or in the aggregate,
         would not reasonably be expected to result in a Material Adverse
         Effect.
<PAGE>   51
                                                                              46


                  (j) There is no action, suit or proceeding pending, or to the
         knowledge of any Borrower threatened, against or involving the Company,
         any Principal Subsidiary or any Restricted Affiliate in any court, or
         before any arbitrator of any kind, or before or by any governmental
         body, which in the reasonable judgment of the Company (taking into
         account the exhaustion of all appeals) purports to affect the legality,
         validity, binding effect or enforceability of this Agreement or the
         Notes, or, except as set forth in Schedule III, would have a Material
         Adverse Effect.

                  (k) The Company, Tennessee, each Principal Subsidiary and each
         Restricted Affiliate have duly filed all tax returns required to be
         filed, and have duly paid and discharged all taxes, assessments and
         governmental charges upon it or against its properties now due and
         payable, the failure to pay which would have a Material Adverse Effect,
         unless and to the extent only that the same are being contested in good
         faith and by appropriate proceedings by the Company, Tennessee, the
         appropriate Subsidiary or the appropriate Restricted Affiliate.

                  (l) The Company, Tennessee, each Principal Subsidiary and each
         Restricted Affiliate have good title to their respective properties and
         assets, free and clear of all mortgages, liens and encumbrances, except
         for mortgages, liens and encumbrances (including covenants,
         restrictions, rights, easements and minor irregularities in title)
         which do not materially interfere with the business or operations of
         the Company, Tennessee, such Subsidiary or such Restricted Affiliate as
         presently conducted or which are permitted by Section 5.2(a), and
         except that no representation or warranty is being made with respect to
         Margin Stock.

                  (m) No Termination Event has occurred or is reasonably
         expected to occur with respect to any Plan which, with the giving of
         notice or lapse of time, or both, would constitute an Event of Default
         under Section 7.1(g).

                  (n) Each Plan has complied with the applicable provisions of
         ERISA and the Code where the failure to so comply would reasonably be
         expected to result in an aggregate liability that would exceed 10% of
         the Net Worth of the Company.

                  (o) The statement of assets and liabilities of each Plan and
         the statements of changes in fund balance and in financial position, or
         the statement of changes in net assets available for plan benefits, for
         the most recent plan year for which an accountant's report with respect
         to such Plan has been prepared, fairly present the financial condition
         of such Plan as at such date and the results of operations of such Plan
         for the plan year ended on such date.

                  (p) None of the Company, Tennessee or any ERISA Affiliate has
         incurred, or is reasonably expected to incur, any Withdrawal Liability
         to any Multiemployer Plan which, when aggregated with all other amounts
         required to be paid to Multiemployer
<PAGE>   52
                                                                              47


         Plans in connection with Withdrawal Liability (as of the date of 
         determination), would exceed 10% of the Net Worth of the Company.

                  (q) None of the Company, Tennessee or any ERISA Affiliate has
         received any notification that any Multiemployer Plan is in
         reorganization, insolvent or has been terminated, within the meaning of
         Title IV of ERISA, and no Multiemployer Plan is reasonably expected to
         be in reorganization, insolvent or to be terminated within the meaning
         of Title IV of ERISA the effect of which reorganization, insolvency or
         termination would be the occurrence of an Event of Default under
         Section 7.1(i).

                  (r) The Borrowers are not engaged in the business of extending
         credit for the purpose of purchasing or carrying Margin Stock, and no
         proceeds of any Advance will be used to extend credit to others (other
         than to any Subsidiary of Tennessee) for the purpose of purchasing or
         carrying Margin Stock.

                  (s) No Borrower is an "investment company" or a "company"
         controlled by an "investment company" within the meaning of the
         Investment Company Act of 1940, as amended.

                  (t) No Borrower is a "holding company" or a "subsidiary
         company" of a "holding company" within the meaning of the Public
         Utility Holding Company Act of 1935, as amended.

                  (u) The borrowings by the Borrowers under this Agreement and
         the Notes and the applications of the proceeds thereof as provided
         herein will not violate Regulation G, T, U or X of the Board of
         Governors of the Federal Reserve System.

All representations and warranties made by the Borrowers herein or made in any
certificate delivered pursuant hereto shall survive the making of the Advances
and the execution and delivery to the Lenders of this Agreement and the Notes.


                                    ARTICLE V

                           COVENANTS OF THE BORROWERS

                  SECTION 5.1 Affirmative Covenants. Commencing with the Closing
Date, so long as any amount payable by any Borrower hereunder or under any Note
shall remain unpaid or any Lender shall have any Commitment hereunder, each
Borrower will, unless the Majority Lenders shall otherwise consent in writing:

                  (a) Preservation of Corporate Existence, Etc. Preserve and
         maintain, and, in the case of the Company, cause each Principal
         Subsidiary and each Restricted Affiliate
<PAGE>   53
                                                                              48


         to preserve and maintain, its corporate existence, rights (charter and
         statutory) and material franchises, except as otherwise permitted by 
         Section 5.2(d) or 5.2(e).

                  (b) Compliance with Laws, Etc. Comply, and, in the case of the
         Company, cause each Principal Subsidiary and each Restricted Affiliate
         to comply, in all material respects with all applicable laws, rules,
         regulations and orders (including, without limitation, all
         environmental laws and laws requiring payment of all taxes, assessments
         and governmental charges imposed upon it or upon its property except to
         the extent contested in good faith by appropriate proceedings) the
         failure to comply with which would have a Material Adverse Effect.

                  (c) Visitation Rights. At any reasonable time and from time to
         time, permit the Administrative Agent or any of the Lenders or any
         agents or representatives thereof, to examine and make copies of and
         abstracts from the records and books of account of, and visit the
         properties of, the Company, any of its Subsidiaries and any Restricted
         Affiliate, and to discuss the affairs, finances and accounts of the
         Company, any of its Subsidiaries and any Restricted Affiliate with any
         of their officers and with their independent certified public
         accountants.

                  (d) Books and Records. Keep, and, in the case of the Company,
         cause each of its Subsidiaries and each Restricted Affiliate to keep,
         proper books of record and account, in which full and correct entries
         shall be made of all its respective financial transactions and the
         assets and business of the Company, each of its Subsidiaries and each
         Restricted Affiliate, as applicable, in accordance with generally
         accepted accounting principles either (i) consistently applied or (ii)
         applied in a changed manner provided such change shall have been
         disclosed to the Administrative Agent and shall have been consented to
         by the accountants which (as required by Section 5.3(b)) report on the
         financial statements of the Company and its consolidated Subsidiaries
         for the fiscal year in which such change shall have occurred.

                  (e) Maintenance of Properties, Etc. Maintain and preserve,
         and, in the case of the Company, cause each Principal Subsidiary and
         each Restricted Affiliate to maintain and preserve, all of its
         properties which are used in the conduct of its business in good
         working order and condition, ordinary wear and tear excepted, to the
         extent that any failure to do so would have a Material Adverse Effect.

                  (f) Consummation of Transaction. Take all such action as is
         necessary so that (i) on the Closing Date, the Debt Realignment Plan
         and the Spin-offs are consummated in accordance with the Transaction
         Documentation without any material amendment or modification to the
         material terms of the Merger Agreement being required except as
         approved by the Lenders (which approval shall not be unreasonably
         withheld) and (ii) within one Business Day after the Closing Date, the
         Company shall effect the Merger and deliver to the Administrative Agent
         a certificate from an officer of the Company certifying that the Debt
         Realignment Plan, the Spin-offs and the Merger have been
<PAGE>   54
                                                                              49


         consummated in accordance with the material terms and conditions
         contained in the Merger Agreement, the Distribution Agreement and
         related documents and that the Merger Agreement and related documents
         have not been amended, supplemented, waived or otherwise modified in
         any material respect since the Effective Date without the approval of
         the Lenders (which approval shall not be unreasonably withheld).

                  (g) Maintenance of Insurance. Maintain, and, in the case of
         the Company, cause each Principal Subsidiary and each Restricted
         Affiliate to maintain, insurance with responsible and reputable
         insurance companies or associations in such amounts and covering such
         risks as is usually carried by companies engaged in similar businesses
         and owning similar properties in the same general areas in which the
         Company, such Subsidiary or such Restricted Affiliate operates.

                  (h) Holding. Once Holding is formed, cause (i) Holding to
         execute and deliver a guaranty (in form and substance substantially
         identical to the EPNGC Guarantee) (the "Holding Guarantee") in favor of
         the Administrative Agent, for the ratable benefit of the Lenders,
         guaranteeing the prompt and complete payment by each Borrower when due
         (whether at the stated maturity, by acceleration or otherwise) of the
         Obligations owing by such Borrower and (ii) the delivery to the
         Administrative Agent of legal opinions from the General Counsel or the
         Associate General Counsel of Holding and from New York counsel to
         Holding reasonably acceptable to the Administrative Agent, which legal
         opinions shall be in form and substance reasonably satisfactory to the
         Administrative Agent.

                  (i) Merger. Cause the Administrative Agent to receive, with
         sufficient copies for each Lender, legal opinions reasonably
         satisfactory to the Administrative Agent of counsel of EPNGC and
         Tennessee reasonably satisfactory to the Administrative Agent
         containing opinions substantially in the form of Exhibit O, with
         customary assumptions, qualifications and exceptions.

                  SECTION 5.2 Negative Covenants. Commencing with the Closing
Date and so long as any amount payable by any Borrower hereunder or under any
Note shall remain unpaid or any Lender shall have any Commitment hereunder, each
Borrower will not, unless the Majority Lenders shall otherwise consent in
writing:

                  (a) Liens, Etc. (i) Create, assume or suffer to exist, or, in
         the case of the Company, permit any Principal Subsidiary to create,
         assume or suffer to exist, any Liens upon or with respect to any of the
         capital stock of Tennessee (so long as it is a Subsidiary of EPNGC or
         Holding) or any Principal Subsidiary whether now owned or hereafter
         acquired, or (ii) create or assume, or, in the case of the Company,
         permit any Principal Subsidiary or any Restricted Affiliate to create
         or assume, any Liens upon or with respect to any other assets material
         to the consolidated operations of the Company and its consolidated
         Subsidiaries taken as a whole securing the payment of Indebtedness and
         Guaranties in an aggregate amount (determined without duplication of
         amount (so
<PAGE>   55
                                                                              50


         that the amount of a Guarantee will be excluded to the extent the
         Indebtedness Guaranteed thereby is included in computing such aggregate
         amount)) exceeding $100,000,000; provided, however, that this
         subsection (a) shall not apply to:

                           (A) Liens on the stock or assets of any Project
                  Financing Subsidiary or any Restricted Affiliate (or any
                  partnership, member or other equity interest in or assets of
                  any partnership, limited liability company or other entity of
                  which the Project Financing Subsidiary is a partner, member or
                  other equity participant) securing the payment of a Project
                  Financing and related obligations;

                           (B) Liens on assets acquired by the Company, any of
                  its Subsidiaries or any Restricted Affiliate after February
                  11, 1992 to the extent that such Liens existed at the time of
                  such acquisition and were not placed thereon by or with the
                  consent of the Company in contemplation of such acquisition;

                           (C) Liens created by any Alternate Program or any
                  document executed by any Borrower or any Restricted Affiliate
                  in connection therewith;

                           (D)  Liens on Margin Stock; and

                           (E) Liens for taxes, assessments or governmental
                  charges or levies not yet overdue.

                  (b) Consolidated Debt and Guarantees to Capitalization. (i)
         Permit on and after the effectiveness of the Merger the ratio of (A)
         the sum of (1) the aggregate amount of consolidated Debt of EPNGC and
         its consolidated Subsidiaries and all Restricted Affiliates and their
         consolidated Subsidiaries (without duplication of amount under this
         clause (A) and determined as to all of the foregoing entities on a
         consolidated basis) plus (2) the aggregate amount of consolidated
         Guaranties of EPNGC and its consolidated Subsidiaries and all
         Restricted Affiliates and their consolidated Subsidiaries (without
         duplication of amount under this clause (A) and determined as to all of
         the foregoing entities on a consolidated basis) to (B) Capitalization
         of EPNGC and all Restricted Affiliates (without duplication and
         determined as to all of the foregoing entities on a consolidated basis)
         to exceed .7 to 1; and (ii) from and after the date that Holding
         becomes a Borrower hereunder, permit the ratio of (A) the sum of (1)
         the aggregate amount of consolidated Debt of Holding and its
         consolidated Subsidiaries plus (2) the aggregate amount of consolidated
         Guaranties of Holding and its consolidated Subsidiaries to (B)
         Capitalization of Holding to exceed .7 to 1.

                  (c) Debt, Etc. In the case of the Company, permit any of its
         consolidated Subsidiaries to create or suffer to exist any Debt, any
         Guaranty or any reimbursement obligation with respect to any letter of
         credit (other than any Project Financing), if, immediately after giving
         effect to such Debt, Guaranty or reimbursement obligation and the
         receipt and application of any proceeds thereof or value received in
         connection 
<PAGE>   56
                                                                              51


         therewith, the aggregate amount (determined without duplication of
         amount) of Debt, Guaranties and letter of credit reimbursement
         obligations of the Company's consolidated Subsidiaries (other than any
         Project Financing) determined on a consolidated basis would exceed
         $150,000,000; provided, however, that the following Debt, Guaranties or
         reimbursement obligations shall be excluded from the application of,
         and calculation set forth in, this paragraph (c): (A) Debt, Guaranties
         or reimbursement obligations incurred by (x) Mojave or (y) so long as
         it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement
         obligations arising under this Agreement or the EPNGC Facilities, (C)
         Debt, Guaranties or reimbursement obligations incurred by El Paso Field
         Services Company up to an amount not to exceed at any time outstanding
         the tangible net worth of El Paso Field Services Company, provided that
         such Debt may be guaranteed by the Company, (D) Excluded Acquisition
         Debt and (E) successive extensions, refinancings or replacements (at
         the same Subsidiary or at any other consolidated Subsidiary of the
         Company) of Debt, Guaranties or reimbursement obligations (or
         commitments in respect thereof) referred to in clauses (A), (B) and (D)
         above and in an amount not in excess of the amounts so extended,
         refinanced or replaced (or the amount of commitments in respect
         thereof).

                  (d) Sale, Etc. of Assets. Sell, lease or otherwise transfer,
         or, in the case of the Company, permit any Principal Subsidiary to
         sell, lease or otherwise transfer, (in either case, whether in one
         transaction or in a series of transactions) assets constituting a
         material portion of the consolidated assets of the Company and its
         Principal Subsidiaries taken as a whole, provided that provisions of
         this subsection (d) shall not apply to:

                                 (i) any sale of the San Juan Basin Gathering
                  System and related facilities in accordance with the
                  procedures set forth in the Master Separation Agreement dated
                  as of January 15, 1992 between EPNGC, Meridian Oil Holding
                  Inc., a Delaware corporation, and Burlington;

                                (ii) the Spin-Offs;

                               (iii) any sale of receivables and related rights 
                  pursuant to any Alternate Program;

                                (iv) any Project Financing Subsidiary and the 
                  assets thereof;

                                 (v) sales, leases or other transfers of assets
                  or capital stock of any Subsidiary of the Company other than 
                  any Principal Subsidiary;

                                (vi) any sale of Margin Stock;

                               (vii) any sale of up to 20% of the equity of El
                  Paso Field Services Company in an initial public offering of
                  such corporation's equity securities;
<PAGE>   57
                                                                              52


                              (viii) any sale, lease or other transfer to the
                  Company or any Principal Subsidiary, or to any corporation
                  which after giving effect to such transfer will become and be
                  either (A) a Principal Subsidiary in which the Company's
                  direct or indirect equity interest will be at least as great
                  as its direct or indirect equity interest in the transferor
                  immediately prior thereto or (B) a directly or indirectly
                  wholly-owned Principal Subsidiary;

                                (ix) any transfer permitted by Section 5.2(e); 
                  and

                                 (x) any transfer to Holding or any of its
                  Subsidiaries of any stock or assets other than FERC regulated
                  assets (or stock or any other equity interest in an entity
                  owning FERC regulated assets) used in the mainline gas
                  transmission business; provided that (A) no Event of Default,
                  or event that with the giving of notice or lapse of time or
                  both would constitute an Event of Default, shall have occurred
                  and be continuing before and after giving effect to such
                  transfer and (B) no Borrower may be so transferred unless
                  Holding is also a Borrower.

                  (e) Mergers, Etc. Merge or consolidate with any person, or
         permit any of its Principal Subsidiaries to merge or consolidate with
         any Person, except that (i) the Transactions (including the Merger) are
         expressly permitted hereunder, (ii) any Principal Subsidiary may merge
         or consolidate with (or liquidate into) any other Subsidiary (other
         than a Project Financing Subsidiary, unless the successor corporation
         is not treated as a Project Financing Subsidiary under this Agreement)
         or may merge or consolidate with (or liquidate into) the Company,
         provided that (A) if such Principal Subsidiary merges or consolidates
         with (or liquidates into) the Company, the Company shall be the
         continuing or surviving corporation and (B) if any such Principal
         Subsidiary merges or consolidates with (or liquidates into) any other
         Subsidiary of the Company, one of such Subsidiaries is the surviving
         corporation and, if either such Subsidiary is not wholly-owned by the
         Company, such merger or consolidation is on an arm's length basis, and
         (iii) the Company or any Principal Subsidiary may merge or consolidate
         with any other corporation (that is, in addition to the Company or any
         Principal Subsidiary of the Company), provided that (A) if the Company
         merges or consolidates with any such other corporation, the Company is
         the surviving corporation, (B) if any Principal Subsidiary merges or
         consolidates with any such other corporation, the surviving corporation
         is a wholly-owned Principal Subsidiary of the Company, and (C) if
         either the Company or any Principal Subsidiary merges or consolidates
         with any such other corporation, after giving effect to such merger or
         consolidation no Event of Default, and no event which with lapse of
         time or the giving of notice, or both, would constitute an Event of
         Default, shall have occurred and be continuing.

                  (f) Tennessee Indebtedness Pending the Merger. In the case of
         Tennessee, create, assume or suffer to exist any Debt or any Guaranty
         or any reimbursement
<PAGE>   58
                                                                              53


         obligation with respect to any letter of credit from the Closing Date 
         through the Merger except for Debt incurred pursuant to the Advances.

                  SECTION 5.3 Reporting Requirements. Commencing with the
Closing Date, so long as any amount payable by any Borrower hereunder or under
any Note shall remain unpaid or any Lender shall have any Commitment hereunder,
Tennessee will furnish to each Lender in such reasonable quantities as shall
from time to time be requested by such Lender:

                  (a) as soon as publicly available and in any event within 60
         days after the end of each of the first three fiscal quarters of each
         fiscal year of each of Tennessee, EPNGC and, following its formation,
         Holding, a consolidated balance sheet of each of Tennessee, EPNGC and,
         following its formation, Holding and its respective consolidated
         subsidiaries as of the end of such quarter, and consolidated statements
         of income and cash flows of each of Tennessee, EPNGC and, following its
         formation, Holding and its respective consolidated subsidiaries each
         for the period commencing at the end of the previous fiscal year and
         ending with the end of such quarter, certified (subject to normal
         year-end adjustments) as being fairly stated in all material respects
         by the chief financial officer, controller or treasurer of Tennessee,
         EPNGC and, following its formation, Holding, as the case may be, and
         with respect to the Company accompanied by a certificate of such
         officer of the Company stating (i) whether or not such officer has
         knowledge of the occurrence of any Event of Default which is continuing
         hereunder or of any event not theretofore remedied which with notice or
         lapse of time or both would constitute such an Event of Default and, if
         so, stating in reasonable detail the facts with respect thereto, (ii)
         all relevant facts in reasonable detail to evidence, and the
         computations as to, whether or not the Company is in compliance with
         the requirements set forth in subsections (b) and (c) of Section 5.2,
         and (iii) a listing of all Principal Subsidiaries and consolidated
         Subsidiaries of the Company showing the extent of its direct and
         indirect holdings of their stocks;

                  (b) as soon as publicly available and in any event within 120
         days after the end of each fiscal year of each of Tennessee, EPNGC and,
         following its formation, Holding, a copy of the annual report for such
         year for each of Tennessee, EPNGC and, following its formation, Holding
         and its respective consolidated Subsidiaries containing financial
         statements for such year reported by nationally recognized independent
         public accountants acceptable to the Lenders, accompanied by (i) a
         report signed by said accountants stating that such financial
         statements have been prepared in accordance with generally accepted
         accounting principles and (ii) with respect to the Company a letter
         from such accountants stating that in making the investigations
         necessary for such report they obtained no knowledge, except as
         specifically stated therein, of any Event of Default which is
         continuing hereunder or of any event not theretofore remedied which
         with notice or lapse of time or both would constitute such an Event of
         Default;

                  (c) within 120 days after the close of each of the Company's
         fiscal years, a certificate of the chief financial officer, controller
         or treasurer of the Company stating 
<PAGE>   59
                                                                              54


         (i) whether or not he has knowledge of the occurrence of any Event of
         Default which is continuing hereunder or of any event not theretofore
         remedied which with notice or lapse of time or both would constitute
         such an Event of Default and, if so, stating in reasonable detail the
         facts with respect thereto, (ii) all relevant facts in reasonable
         detail to evidence, and the computations as to, whether or not the
         Company is in compliance with the requirements set forth in subsections
         (b) and (c) of Section 5.2 and (iii) a listing of all Principal
         Subsidiaries and consolidated Subsidiaries of the Company showing the
         extent of its direct and indirect holdings of their stocks;

                  (d) promptly after the sending or filing thereof, copies of
         all publicly available reports which the Company, EPNGC, any Principal
         Subsidiary or any Restricted Affiliate sends to any of its security
         holders and copies of all publicly available reports and registration
         statements which the Company, EPNGC, any Principal Subsidiary or any
         Restricted Affiliate files with the Securities and Exchange Commission
         or any national securities exchange other than registration statements
         relating to employee benefit plans and to registrations of securities
         for selling security holders;

                  (e) within 10 days after sending or filing thereof, a copy of
         FERC Form No. 2: Annual Report of Major Natural Gas Companies, sent or
         filed by the Company or EPNGC to or with the FERC with respect to each
         fiscal year of the Company;

                  (f) promptly in writing, notice of all litigation and of all
         proceedings before any governmental or regulatory agencies against or
         involving the Company, any Principal Subsidiary or any Restricted
         Affiliate, except any litigation or proceeding which in the reasonable
         judgment of the Company (taking into account the exhaustion of all
         appeals) is not likely to have a material adverse effect on the
         consolidated financial condition of the Company and its consolidated
         Subsidiaries taken as a whole;

                  (g) within three Business Days after an executive officer of
         the Company obtains knowledge of the occurrence of any Event of Default
         which is continuing or of any event not theretofore remedied which with
         notice or lapse of time, or both, would constitute an Event of Default,
         notice of such occurrence together with a detailed statement by a
         responsible officer of the Company of the steps being taken by the
         Company or the appropriate Subsidiary to cure the effect of such event;

                  (h) as soon as practicable and in any event (i) within 30 days
         after the Company or any ERISA Affiliate knows or has reason to know
         that any Termination Event described in clause (a) of the definition of
         Termination Event with respect to any Plan has occurred and (ii) within
         10 days after the Company or any ERISA Affiliate knows or has reason to
         know that any other Termination Event has occurred, a statement of the
         chief financial officer or treasurer of the Company describing such
         Termination Event and the action, if any, which the Company or such
         ERISA Affiliate proposes to take with respect thereto;
<PAGE>   60
                                                                              55


                  (i) promptly and in any event within two Business Days after
         receipt thereof by the Company or any ERISA Affiliate, copies of each
         notice received by the Company or any ERISA Affiliate from the PBGC
         stating its intention to terminate any Plan or to have a trustee
         appointed to administer any Plan;

                  (j) promptly and in any event within 30 days after the filing
         thereof with the Internal Revenue Service, copies of each Schedule B
         (Actuarial Information) to the annual report (Form 5500 Series) with
         respect to each Single Employer Plan;

                  (k) promptly and in any event within five Business Days after
         receipt thereof by the Company or any ERISA Affiliate from the sponsor
         of a Multiemployer Plan, a copy of each notice received by the Company
         or any ERISA Affiliate concerning (i) the imposition of Withdrawal
         Liability by a Multiemployer Plan, (ii) the determination that a
         Multiemployer Plan is, or is expected to be, in reorganization or
         insolvent within the meaning of Title IV of ERISA, (iii) the
         termination of a Multiemployer Plan within the meaning of Title IV of
         ERISA, or (iv) the amount of liability incurred, or expected to be
         incurred, by the Company or any ERISA Affiliate in connection with any
         event described in clause (i), (ii) or (iii) above; and

                  (l) as soon as practicable but in any event within 60 days of
         any notice of request therefor, such other information respecting the
         financial condition and results of operations of the Company or any
         Subsidiary of the Company as any Lender through the Administrative
         Agent may from time to time reasonably request.

                  Each balance sheet and other financial statement furnished
pursuant to subsections (a) and (b) of this Section 5.3 shall contain
comparative financial information which conforms to the presentation required in
Form 10-Q and 10-K, as appropriate, under the Securities Exchange Act of 1934,
as amended.

                  SECTION 5.4 Restrictions on Material Subsidiaries. Upon
Holding becoming a Borrower hereunder, Holding will not, and will not permit any
Material Subsidiary, to enter into any agreement or understanding pursuant to
which (a) any non-equity interest claim Holding may have against any Material
Subsidiary would be subordinate in any manner to the payment of any other
obligation of such Material Subsidiary (other than waivers or subordination of
subrogation, contribution or similar rights under Guaranties and similar
agreements) or (b) by its terms limits or restricts the ability of such Material
Subsidiary to make funds available to Holding (whether by dividend or other
distribution, by replacement of any inter-company advance or otherwise) if, in
any such case referred to in this Section 5.4, there is, at the time any such
agreement is entered into, a reasonable likelihood that all such agreements and
understandings, considered together, would materially and adversely affect the
ability of Holding to meet its obligations as they become due.


                                   ARTICLE VI
<PAGE>   61
                                                                              56



                                   GUARANTEES

                  SECTION 6.1 Guarantees. (a) Subject to the provisions of
Section 6.1(b), each Borrower hereby unconditionally and irrevocably guarantees
to the Administrative Agent, for the ratable benefit of the Lenders and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment by each other Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations owing by such other
Borrower.

                  (b) Anything in this Article VI to the contrary
notwithstanding, the maximum liability of each Borrower (other than a Borrower
which is guaranteeing the Obligations of its Subsidiaries) under this Article VI
shall in no event exceed the amount which can be guaranteed by such Borrowing
Subsidiary under applicable federal and state laws relating to the insolvency of
debtors.

                  (c) Each Borrower agrees that the Obligations owing by any
other Borrower may at any time and from time to time exceed the amount of the
liability of such other Borrower under this Article VI without impairing the
guarantee of such Borrower under this Article VI or affecting the rights and
remedies of the Administrative Agent or any Lender under this Article VI.

                  (d) No payment or payments made by any Borrower or any other
Person or received or collected by the Administrative Agent or any Lender from
any Borrower or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application, at any time or from time to time, in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the Borrowers under this Article VI
which shall, notwithstanding any such payment or payments, continue until the
Obligations are paid in full and the Commitments are terminated.

                  (e) Each Borrower agrees that whenever, at any time, or from
time to time, it shall make any payment to the Administrative Agent or any
Lender on account of its liability under this Article VI, it will notify the
Administrative Agent in writing that such payment is made under this Article VI
for such purpose.

                  SECTION 6.2 No Subrogation. Notwithstanding any payment or
payments made by any Borrower under this Article VI or any set-off or
application of funds of such Borrower by the Administrative Agent or any Lender,
such Borrower shall not be entitled to be subrogated to any of the rights of the
Administrative Agent or any Lender against any other Borrower or against any
collateral security or guarantee or right of offset held by the Administrative
Agent or any Lender for the payment of the Obligations, nor shall such Borrower
seek or be entitled to seek any contribution or reimbursement from any other
Borrower in respect of payments made by such Borrower hereunder, until all
amounts owing to the Administrative Agent and the Lenders by the other Borrowers
on account of the Obligations are paid in full and the Commitments are
terminated. If any amount shall be paid 
<PAGE>   62
                                                                              57


to any Borrower on account of such subrogation rights at any time when all of
the Obligations shall not have been paid in full, such amount shall be held by
such Borrower in trust for the Administrative Agent and the Lenders, segregated
from other funds of such Borrower, and shall, forthwith upon receipt by such
Borrower, be turned over to the Administrative Agent in the exact form received
by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if
required), to be applied against the Obligations, whether matured or unmatured,
in such order as the Administrative Agent may determine.

                  SECTION 6.3 Amendments, etc. with respect to the Obligations;
Waiver of Rights. Each Borrower shall remain obligated under this Article VI
notwithstanding that, without any reservation of rights against such Borrower,
and without notice to or further assent by such Borrower, any demand for payment
of any of the Obligations made by the Administrative Agent or any Lender may be
rescinded by the Administrative Agent or such Lender, and any of the Obligations
continued, and the Obligations, or the liability of any other party upon or for
any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, and this
Agreement, any Notes and any other documents executed and delivered in
connection herewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Administrative Agent (or the Majority Lenders, as the
case may be) may deem advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by the Administrative Agent or any
Lender for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Administrative Agent nor any Lender shall
have any obligation to protect, secure, perfect or insure any Lien at any time
held by it as security for the Obligations or for this Agreement or any property
subject thereto. When making any demand hereunder against any Borrower, the
Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on the applicable Borrowing Subsidiaries or any other
guarantor, and any failure by the Administrative Agent or any Lender to make any
such demand or to collect any payments from the other Borrowers or any such
other guarantor or any release of the other Borrowers or such other guarantor
shall not relieve such Borrower of its obligations or liabilities hereunder, and
shall not impair or affect the rights and remedies, express or implied, or as a
matter of law, of the Administrative Agent or any Lender against such Borrower
for the purposes hereof "demand" shall include the commencement and continuance
of any legal proceedings.

                  SECTION 6.4 Guarantee Absolute and Unconditional. Each
Borrower waives any and all notice of the creation, renewal, extension or
accrual of any of the Obligations and notice of or proof of reliance by the
Administrative Agent or any Lender upon this Agreement or acceptance of this
Agreement; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or
waived, in reliance upon this Agreement; and all dealings between any Borrower,
on the one hand, and the Administrative Agent and the Lenders, on the other,
shall likewise be conclusively presumed to have been had or consummated in
reliance upon this Agreement. Each Borrower waives diligence, presentment,
protest, demand for payment and notice of
<PAGE>   63
                                                                              58


default or nonpayment to or upon the other Borrowers with respect to the
Obligations. The guarantee contained in this Article VI shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity, regularity or enforceability of this Agreement, any Note, any
of the Obligations or any other collateral security therefor or guarantee or
right of offset with respect thereto at any time or from time to time held by
the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by any Borrower against the Administrative Agent or
any Lender, or (c) any other circumstance whatsoever (with or without notice to
or knowledge of any Borrower) which constitutes, or might be construed to
constitute, an equitable or legal discharge of any Borrower for the Obligations,
or of the Borrowers under this Agreement, in bankruptcy or in any other
instance. When pursuing its rights and remedies hereunder against any Borrower,
the Administrative Agent and any Lender may, but shall be under no obligation
to, pursue such rights and remedies as it may have against any other Borrower or
any other Person or against any collateral security or guarantee for the
Obligations or any right of offset with respect thereto, and any failure by the
Administrative Agent or any Lender to pursue such other rights or remedies or to
collect any payments from other Borrowers or any such other Person or to realize
upon any such collateral security or guarantee or to exercise any such right of
offset, or any release of any other Borrower or any such other Person or of any
such collateral security, guarantee or right of offset, shall not relieve any
Borrower of any liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of the
Administrative Agent or any Lender against such Borrower. The guarantees
contained in this Article VI shall remain in full force and effect and be
binding in accordance with and to the extent of its terms upon each Borrower and
its successors and assigns thereof, and shall inure to the benefit of the
Administrative Agent and the Lenders, and their respective successors,
indorsees, transferees and assigns, until all the Obligations and the
obligations of the Borrowers under this Agreement shall have been satisfied by
payment in full and the Commitments shall be terminated, notwithstanding that
from time to time during the term of this Agreement the Borrowers may be free
from any Obligations.

                  SECTION 6.5 Reinstatement. The provisions of this Article VI
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent or any Lender
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
any Borrower or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, any Borrower or any
substantial part of its property, or otherwise, all as though such payments had
not been made.


                                   ARTICLE VII

                                EVENTS OF DEFAULT
<PAGE>   64
                                                                              59


                  SECTION 7.1 Event of Default. If any of the following events
("Events of Default") shall occur and be continuing:

                  (a) Any Borrower shall fail to pay any installment of
         principal of any of its Advances or Notes when due, or any interest on
         any of its Advances or Notes or any other amount payable by it
         hereunder within five Business Days after the same shall be due; or

                  (b) Any representation or warranty made or deemed made by any
         Borrower herein or by any Borrower (or any of its officers) in
         connection with this Agreement shall prove to have been incorrect in
         any material respect when made or deemed made; or

                  (c) Any Borrower shall fail to perform or observe any other
         term, covenant or agreement contained in this Agreement on its part to
         be performed or observed and any such failure shall remain unremedied
         for 30 days after written notice thereof shall have been given to such
         Borrower by the Administrative Agent or by any Lender with a copy to
         the Administrative Agent; provided that any failure to consummate the
         Transaction in accordance with Section 5.1(f) shall be an immediate
         Event of Default; or

                  (d) Tennessee, Holding (after the formation thereof), EPNGC,
         any Principal Subsidiary or any Restricted Affiliate shall fail to pay
         any Debt or Guaranty (excluding Debt incurred pursuant hereto) of
         Tennessee, Holding, EPNGC, such Principal Subsidiary or such Restricted
         Affiliate (as the case may be) in an aggregate principal amount of
         $100,000,000 or more, or any installment of principal thereof or
         interest or premium thereon, when due (whether by scheduled maturity,
         required prepayment, acceleration, demand or otherwise) and such
         failure shall continue after the applicable grace period, if any,
         specified in the agreement or instrument relating to such Debt or
         Guaranty; or any other default under any agreement or instrument
         relating to any such Debt, or any other event, shall occur and shall
         continue after the applicable grace period, if any, specified in such
         agreement or instrument, if the effect of such default or event is to
         accelerate, or to permit the acceleration of, the maturity of such
         Debt; or any such Debt shall be required to be prepaid (other than by a
         regularly scheduled required prepayment), prior to the stated maturity
         thereof, as a result of either (i) any default under any agreement or
         instrument relating to any such Debt or (ii) the occurrence of any
         other event (other than an issuance, sale or other disposition of stock
         or other assets, or an incurrence or issuance of Indebtedness or other
         obligations, giving rise to a repayment or prepayment obligation in
         respect of such Debt) the effect of which would otherwise be to
         accelerate or to permit the acceleration of the maturity of such Debt;
         provided that, notwithstanding any provision contained in this
         subsection (d) to the contrary, to the extent that pursuant to the
         terms of any agreement or instrument relating to any Debt or Guaranty
         referred to in this subsection (d) (or in the case of any such
         Guaranty, relating to any obligations Guaranteed thereby), any sale,
         pledge
<PAGE>   65
                                                                              60


         or disposal of Margin Stock, or utilization of the proceeds of such
         sale, pledge or disposal, would result in a breach of any covenant
         contained therein or otherwise give rise to a default or event of
         default thereunder and/or acceleration of the maturity of the Debt or
         obligations extended pursuant thereto, or payment pursuant to any
         Guaranty, and as a result of such terms or of such sale, pledge,
         disposal, utilization, breach, default, event of default or
         acceleration or nonpayment under such Guaranty, or the provisions
         thereof relating thereto, this Agreement or any Advance hereunder would
         otherwise be subject to the margin requirements or any other
         restriction under Regulation U issued by the Board of Governors of the
         Federal Reserve System, then such breach, default, event of default or
         acceleration, or nonpayment under any Guaranty, shall not constitute a
         default or Event of Default under this subsection (d); or

                  (e)(i) Tennessee, Holding (after the formation thereof),
         EPNGC, any Principal Subsidiary or any Restricted Affiliate shall (A)
         generally not pay its debts as such debts become due; or (B) admit in
         writing its inability to pay its debts generally; or (C) make a general
         assignment for the benefit of creditors; or (ii) any proceeding shall
         be instituted or consented to by Tennessee, Holding (after the
         formation thereof), EPNGC, any Principal Subsidiary or any Restricted
         Affiliate 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 (iii) any such proceeding shall
         have been instituted against Tennessee, Holding (after the formation
         thereof), EPNGC, any Principal Subsidiary or any Restricted Affiliate
         and either such proceeding shall not be stayed or dismissed for 60
         consecutive days or any of the actions sought in such proceeding
         (including, without limitation, 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 (iv) Tennessee, Holding (after the formation thereof),
         EPNGC, any Principal Subsidiary or any Restricted Affiliate shall take
         any corporate action to authorize any of the actions set forth above in
         this subsection (e); or

                  (f) Any judgment or order of any court for the payment of
         money in excess of $50,000,000 shall be rendered against Tennessee,
         Holding (after the formation thereof), EPNGC, any Principal Subsidiary
         or any Restricted Affiliate and either (i) enforcement proceedings
         shall have been commenced by any creditor upon such judgment or order
         (other than any enforcement proceedings consisting of the mere
         obtaining and filing of a judgment lien or obtaining of a garnishment
         or similar order so long as no foreclosure, levy or similar process in
         respect of such lien, or payment over in respect of such garnishment or
         similar order, has commenced) or (ii) there shall be any period of 30
         consecutive days during which a stay of execution or of enforcement
         proceedings (other than those referred to in the parenthesis in clause
         (i) above) in respect of such judgment or order, by reason of a pending
         appeal, bonding or otherwise, shall not be in effect; or
<PAGE>   66
                                                                              61


                  (g) (i) Any Termination Event with respect to a Plan shall
         have occurred and, 30 days after notice thereof shall have been given
         to the Company by the Administrative Agent, such Termination Event
         shall still exist; or (ii) the Company or any ERISA Affiliate shall
         have been notified by the sponsor of a Multiemployer Plan that it has
         incurred Withdrawal Liability to such Multiemployer Plan; or (iii) the
         Company or any ERISA Affiliate shall have been notified by the sponsor
         of a Multiemployer Plan that such Multiemployer Plan is in
         reorganization, or is insolvent or is being terminated, within the
         meaning of Title IV of ERISA; or (iv) any Person shall engage in a
         "prohibited transaction" (as defined in Section 406 of ERISA or Section
         4975 of the Code) involving any Plan; and in each case in clauses (i)
         through (iv) above, such event or condition, together with all other
         such events or conditions, if any, would result in an aggregate
         liability of the Company or any ERISA Affiliate that would exceed 10%
         of the Net Worth of the Company.

                  (h) Upon completion of, and pursuant to, a transaction, or a
         series of transactions (which may include prior acquisitions of capital
         stock of Tennessee, EPNGC or Holding in the open market or otherwise),
         involving a tender offer (i) a "person" (within the meaning of Section
         13(d) of the Securities Exchange Act of 1934) other than Burlington,
         Tennessee, EPNGC or Holding, a Subsidiary of Tennessee, EPNGC or
         Holding or any employee benefit plan maintained for employees of
         Tennessee, EPNGC or Holding and/or any of their respective Subsidiaries
         or the trustee therefor, shall have acquired direct or indirect
         ownership of and paid for in excess of 50% of the outstanding capital
         stock of Tennessee, EPNGC or Holding entitled to vote in elections for
         directors of Tennessee, EPNGC or Holding and (ii) at any time before
         the later of (A) six months after the completion of such tender offer
         and (B) the next annual meeting of the shareholders of Tennessee, EPNGC
         or Holding following the completion of such tender offer more than half
         of the directors of Tennessee, EPNGC or Holding consists of individuals
         who (1) were not directors before the completion of such tender offer
         and (2) were not appointed, elected or nominated by the Board of
         Directors in office prior to the completion of such tender offer (other
         than any such appointment, election or nomination required or agreed to
         in connection with, or as a result of, the completion of such tender
         offer); or

                  (i) Any event of default shall occur under any agreement or
         instrument relating to or evidencing any Debt now or hereafter existing
         of Tennessee, Holding (after the formation thereof), EPNGC, any
         Principal Subsidiary or any Restricted Affiliate as the result of any
         change of control of Tennessee, Holding (after the formation thereof),
         EPNGC, such Principal Subsidiary or such Restricted Affiliate; or

                  (j) Any of (i) the guarantees contained in Article VI, (ii)
         the Restricted Affiliate Guarantees, (iii) the Holding Guarantee or
         (iv) the EPNGC Guarantee shall cease, for any reason, to be in full
         force and effect or any Borrower, any Restricted Affiliate, Holding or
         EPNGC shall so assert;
<PAGE>   67
                                                                              62


then, and in any such event, the Administrative Agent shall at the request, or
may with the consent, of the Majority Lenders, by notice to the Company, (i)
declare the obligation of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) declare the Advances and
the Notes, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances and the Notes,
all such interest and all such amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrowers; provided, however, that
if an Event of Default under subsection (e) of this Section 7.1 (except under
clause (i)(A) thereof) shall occur, (A) the obligation of each Lender to make
Advances shall automatically be terminated and (B) the Advances and the Notes,
all interest thereon and all other amounts payable under this Agreement shall
automatically become and be forthwith due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrowers.


                                  ARTICLE VIII

               THE ADMINISTRATIVE AGENT AND THE CAF ADVANCE AGENT

                  SECTION 8.1 Authorization and Action. Each Lender hereby
appoints and authorizes the Administrative Agent and the CAF Advance Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent and the CAF Advance Agent
by the terms hereof, together with such powers as are reasonably incidental
thereto. As to any matters not expressly provided for by this Agreement
(including, without limitation, enforcement of this Agreement or collection of
the Notes), the Administrative Agent and the CAF Advance Agent shall not be
required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that the Administrative Agent and the CAF Advance Agent shall
not be required to take any action which exposes the Administrative Agent or the
CAF Advance Agent to personal liability or which is contrary to this Agreement
or applicable law. The Administrative Agent and the CAF Advance Agent agree to
give to each Lender prompt notice of each notice given to it by any Borrower
pursuant to the terms of this Agreement.

                  SECTION 8.2 Administrative Agent's and CAF Advance Agent's
Reliance, Etc. None of the Administrative Agent, the CAF Advance Agent or any of
its respective directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
this Agreement, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, the
Administrative Agent and the CAF Advance Agent: (i) may treat the payee of any
Note as the holder thereof until the Administrative Agent receives and accepts
an Assignment and Acceptance entered into by the Lender which is the payee of
such Note, as assignor, and an 
<PAGE>   68
                                                                              63


Eligible Assignee, as assignee, as provided in Section 9.7; (ii) may consult
with legal counsel (including counsel for the Company), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (iii) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations (whether written or oral) made in or
in connection with this Agreement; (iv) shall not have any duty to ascertain or
to inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement on the part of the Borrowers or to inspect the
property (including the books and records) of the Borrowers; (v) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telegram,
telecopier, cable or telex) believed by it to be genuine and signed or sent by
the proper party or parties.

                  SECTION 8.3 Chase and Affiliates. With respect to its
Commitment, the Advances made by it and the Note issued to it, Chase shall have
the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Administrative Agent or the CAF
Advance Agent; and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated, include Chase in its individual capacity. Chase and its
affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Company,
any of its Subsidiaries and any Person who may do business with or own
securities of the Company or any of its Subsidiaries, all as if Chase were not
the Administrative Agent or the CAF Advance Agent and without any duty to
account therefor to the other Lenders.

                  SECTION 8.4 Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent,
the CAF Advance Agent or any other Lender and based on the financial statements
referred to in Section 4.1 and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent, the CAF Advance Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement.

                  SECTION 8.5 Indemnification. The Lenders agree to indemnify
the Administrative Agent and the CAF Advance Agent (to the extent not reimbursed
by the Borrowers), ratably according to the respective principal amounts of the
Advances then outstanding by each of them (or if no Advances are at the time
outstanding or if any Notes are held by Persons which are not Lenders, ratably
according to the respective amounts of their aggregate Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature
<PAGE>   69
                                                                              64


whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent or the CAF Advance Agent in any way relating to or arising
out of this Agreement or any action taken or omitted by the Administrative Agent
or the CAF Advance Agent under this Agreement, provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent's or the CAF Advance Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent and the CAF Advance Agent promptly upon
demand for its ratable share of any out-of-pocket expenses (including reasonable
counsel fees) incurred by the Administrative Agent or the CAF Advance Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings, in bankruptcy or insolvency proceedings, or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, to the
extent that the Administrative Agent or the CAF Advance Agent is not reimbursed
for such expenses by the Borrowers.

                  SECTION 8.6 Successor Administrative Agent and CAF Advance
Agent. The Administrative Agent and the CAF Advance Agent may resign at any time
by giving written notice thereof to the Lenders and the Company and may be
removed at any time with or without cause by the Majority Lenders. Upon any such
resignation or removal, the Majority Lenders shall have the right to appoint a
successor Administrative Agent or the CAF Advance Agent. If no successor
Administrative Agent or CAF Advance Agent shall have been so appointed by the
Majority Lenders, and shall have accepted such appointment, within 30 days after
the retiring Administrative Agent's or the CAF Advance Agent giving of notice of
resignation or the Majority Lenders' removal of the retiring Administrative
Agent or CAF Advance Agent, then such retiring Administrative Agent or CAF
Advance Agent may, on behalf of the Lenders, appoint a successor Administrative
Agent or CAF Advance Agent, which shall be a Lender and a commercial bank
organized, or authorized to conduct a banking business, under the laws of the
United States of America or of any State thereof and having a combined capital
and surplus of at least $500,000,000. Upon the acceptance of any appointment as
Administrative Agent or CAF Advance Agent hereunder by a successor
Administrative Agent or CAF Advance Agent, such successor Administrative Agent
or CAF Advance Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent or
CAF Advance Agent, and the retiring Administrative Agent or CAF Advance Agent
shall be discharged from its duties and obligations under this Agreement. After
any retiring Administrative Agent's or CAF Advance Agent's resignation or
removal hereunder as Administrative Agent or CAF Advance Agent, the provisions
of this Article VII shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent or CAF Advance Agent
under this Agreement.
<PAGE>   70
                                                                              65



                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.1 Amendments, Etc. An amendment or waiver of any
provision of this Agreement or the Notes, or a consent to any departure by any
Borrower therefrom, shall be effective against the Lenders and all holders of
the Notes if, but only if, it shall be in writing and signed by the Majority
Lenders, and then such a waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, that no such amendment, waiver or consent shall, unless in writing and
signed by all the Lenders, be effective to: (a) waive any of the conditions
specified in Article III, (b) increase or extend the Commitments of the Lenders
or subject the Lenders to any additional obligations, (c) reduce the principal
of, or interest on, any Advance or the Notes or any facility fees hereunder, (d)
postpone any date fixed for any payment of principal of, or interest on, the any
Advance or the Notes or any facility fees hereunder, (e) change the percentage
of the Commitments or of the aggregate unpaid principal amount of any Advance or
the Notes, or the number of Lenders, which shall be required for the Lenders or
any of them to take any action under this Agreement, (f) amend this Section 9.1,
(g) amend, waive or consent to any departure of any provision in Article VI or
(h) except as provided below, release any Borrower or Holding or EPNGC or any
Restricted Affiliate from its guarantee in Article VI, the Holding Guarantee or
the EPNGC Guarantee or any Restricted Affiliate Guarantee, as the case may be;
provided, further, that no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent and the CAF Advance Agent in addition to
the Lenders required hereinabove to take such action, affect the rights or
duties of the Administrative Agent or the CAF Advance Agent under this Agreement
or any Note; provided, still further, that the guarantee of a Borrower under
Article VI and of a Restricted Affiliate under its Restricted Affiliate
Guarantee shall be released automatically upon (i) the sale by the Company of
such Borrower or Restricted Affiliate, provided that such sale is permitted
under this Agreement, or (ii) such Borrower or Restricted Affiliate ceasing to
be a Borrower or a Restricted Affiliate hereunder.

                  SECTION 9.2 Notices, Etc. Except as otherwise provided in
Section 2.2(a), 2.5(d) or 2.15(b), all notices and other communications provided
for hereunder shall be in writing (including telecopier and other readable
communication) and mailed by certified mail, return receipt requested,
telecopied or otherwise transmitted or delivered, if to any Borrower, c/o the
Company at 1 Paul Kayser Center, 100 North Stanton Street, El Paso, Texas 79901,
Attention: Executive Vice President and Chief Financial Officer, Telecopier:
(915) 541-5008; if to any Lender, at its address set forth under its name on
Schedule I; if to the Administrative Agent, at 270 Park Avenue, New York, New
York 10017, Attention: John Gehebe, Telecopier: (212) 270-4892; and if to the
CAF Advance Agent, at 140 East 45th Street, New York, New York 10017, Attention:
Terri Reilly, Telecopier: (212) 622-0003, Telephone: (212) 622-8779; or, as to
each party and each Borrowing Subsidiary, at such other address as
<PAGE>   71
                                                                              66


shall be designated by such party in a written notice to the other parties. All
such notices and communications shall, if so mailed, telecopied or otherwise
transmitted, be effective when received, if mailed, or when the appropriate
answerback or other evidence of receipt is given, if telecopied or otherwise
transmitted, respectively. A notice received by the Administrative Agent, the
CAF Advance Agent or a Lender by telephone pursuant to Section 2.2(a), 2.5(d) or
2.15(b) shall be effective if the Administrative Agent or Lender believes in
good faith that it was given by an authorized representative of the applicable
Borrower and acts pursuant thereto, notwithstanding the absence of written
confirmation or any contradictory provision thereof.

                  SECTION 9.3 No Waiver; Remedies. No failure on the part of any
Lender, the Administrative Agent or the CAF Advance Agent to exercise, and no
delay in exercising, any right hereunder or under any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
or under any Note preclude any other or further exercise thereof or the exercise
of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

                  SECTION 9.4 Costs and Expenses; Indemnity. (a) Each Borrower
agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i)
all reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent in connection with the preparation, execution and delivery of this
Agreement, the Notes and the other documents to be delivered hereunder and the
fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all
reasonable costs and expenses incurred by the Administrative Agent and its
Affiliates in initially syndicating all or any portion of the Commitments
hereunder, including, without limitation, the related reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent or its
Affiliates, travel expenses, duplication and printing costs and courier and
postage fees, and excluding any syndication fees paid to other parties joining
the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred
by the Administrative Agent, the CAF Advance Agent and the Lenders in connection
with the enforcement (whether through negotiations, legal proceedings in
bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes
and the other documents to be delivered hereunder and thereunder, including the
reasonable fees and out-of-pocket expenses of counsel.

                  (b) If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the
account of a Lender on any day other than the last day of the Interest Period
for such Advance, as a result of a prepayment pursuant to Section 2.15 or a
Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of
the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any
other reason attributable to such Borrower, or if any Borrower shall fail to
make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower
has given a notice requesting the same in accordance with the provisions of this
Agreement, such Borrower shall, upon demand by such Lender (with a copy of such
demand to the Administrative Agent), pay to the Administrative Agent for the
account of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses which it may reasonably
<PAGE>   72
                                                                              67


incur as a result of such payment, Conversion or failure to borrow, including,
without limitation, any loss (excluding loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance.

                  (c) Each Borrower agrees to indemnify and hold harmless the
Administrative Agent, the CAF Advance Agent and each Lender (to the extent not
reimbursed by any other Borrower) from and against any and all claims, damages,
liabilities and expenses (including, without limitation, fees and disbursements
of counsel) which may be incurred by or asserted against the Administrative
Agent, the CAF Advance Agent or such Lender in connection with or arising out of
any investigation, litigation, or proceeding (whether or not the Administrative
Agent, the CAF Advance Agent or such Lender is party thereto) related to any
acquisition or proposed acquisition by the Company, or by any Subsidiary of the
Company, of all or any portion of the stock or substantially all the assets of
any Person or any use or proposed use of the Advances by any Borrower (excluding
any claims, damages, liabilities or expenses incurred by reason of the gross
negligence or willful misconduct of the party to be indemnified or its employees
or agents, or by reason of any use or disclosure of information relating to any
such acquisition or use or proposed use of the proceeds by the party to be
indemnified or its employees or agents).

                  SECTION 9.5 Right of Set-Off. Upon the declaration of the
Advances and the Notes as due and payable pursuant to the provisions of Section
7.1, each Lender is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender to or for the credit or the
account of the applicable Borrower against any and all of the obligations of
such Borrower now or hereafter existing under this Agreement and the Notes of
such Borrower held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement or such Notes and although such
obligations may be unmatured. Each Lender agrees promptly to notify the Company
after any such set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 9.5 are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) which such Lender may have.

                  SECTION 9.6 Binding Effect. This Agreement shall become
effective in accordance with the provisions of Section 3.1, and thereafter shall
be binding upon and inure to the benefit of the Borrowers, the Administrative
Agent, the CAF Advance Agent and each Lender and their respective successors and
assigns, except that no Borrower shall have the right to assign its rights or
obligations hereunder or any interest herein without the prior written consent
of all of the Lenders.

                  SECTION 9.7 Assignments and Participations. (a) Each Lender
may assign to one or more banks or other financial institutions all or a portion
of its rights and obligations
<PAGE>   73
                                                                              68


under this Agreement (including, without limitation, all or a portion of its
Commitment, the Advances owing to it and the Notes held by it); provided,
however, that (i) each such assignment shall be of a constant, and not a
varying, percentage of all rights and obligations under this Agreement, (ii) the
amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $15,000,000 (or, if
less, the entire Commitment of the assigning Lender) and shall be an integral
multiple of $1,000,000, (iii) each such assignment shall be to an Eligible
Assignee, and (iv) the parties to each such assignment shall execute and deliver
to the Administrative Agent, for its acceptance and recording in the Register,
an Assignment and Acceptance, together with any Notes subject to such assignment
and a processing and recordation fee of $2,500, and shall send to the Company an
executed counterpart of such Assignment and Acceptance. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, (A) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (B) the assigning Lender thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto).

                  (b) By executing and delivering an Assignment and Acceptance,
each Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of each Borrower or the performance or observance by each Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.1 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, the CAF Advance Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent and the CAF Advance Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent and the CAF Advance Agent by the terms hereof, together
with such powers as are reasonably incidental thereto; and (vii) such 
<PAGE>   74
                                                                              69


assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.

                  (c) The Administrative Agent shall maintain at its address
referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to
and accepted by it and a register for the recordation of the names and addresses
of the Lenders and the Commitment of, and principal amount of the Advances owing
to, each Lender from time to time (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and
each Borrower, the Administrative Agent, the CAF Advance Agent and the Lenders
may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by any Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice. Upon the acceptance of any Assignment
and Acceptance for recordation in the Register, Schedule I hereto shall be
deemed to be amended to reflect the revised Commitments of the Lenders parties
to such Assignment and Acceptance as well as administrative information with
respect to any new Lender as such information is recorded in the Register.

                  (d) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and as assignee representing that it is an Eligible
Assignee, together with any Notes subject to such assignment, the Administrative
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit G hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company; within five Business Days after
its receipt of such notice and its receipt of an executed counterpart of such
Assignment and Acceptance, the Borrowers, at their own expense, shall execute
and deliver to the Administrative Agent in exchange for the surrendered Notes,
if any, new Notes to the order of such Eligible Assignee, if requested, in an
amount equal to the Commitment assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Commitment hereunder, new
Notes, if requested, to the order of the assigning Lender in an amount equal to
the Commitment retained by it hereunder. Such new Notes, if any, shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Notes, if any, shall be dated (A) in the case of Notes made by
Tennessee, the Closing Date and (B) in the case of Notes made by any other
Borrower, the date such other Borrower executes and delivers its Joinder
Agreement, and shall otherwise be in substantially the form of Exhibit A.

                  (e) Each Lender may sell participations to one or more banks
or other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment, and the Advances owing to it and the Notes held by it); provided,
however, that (i) such Lender's obligations under this Agreement (including,
without limitation, its Commitment to the Borrowers hereunder) shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) such Lender shall remain
the holder of any such Notes for all purposes of this Agreement, (iv) the
Borrowers, the Administrative Agent, the CAF Advance Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection 
<PAGE>   75
                                                                              70


with such Lender's rights and obligations under this Agreement, (v) such Lender
shall continue to be able to agree to any modification or amendment of this
Agreement or any waiver hereunder without the consent, approval or vote of any
such participant or group of participants, other than modifications, amendments
and waivers which (A) postpone any date fixed for any payment of, or reduce any
payment of, principal of or interest on such Lender's Advances or Notes or any
facility fees payable under this Agreement, or (B) increase the amount of such
Lender's Commitment in a manner which would have the effect of increasing the
amount of a participant's participation, or (C) reduce the interest rate payable
under this Agreement and such Lender's Notes, or (D) consent to the assignment
or the transfer by any Borrower of any of its rights and obligations under the
Agreement, and (vi) except as contemplated by the immediately preceding clause
(v), no participant shall be deemed to be or to have any of the rights or
obligations of a "Lender" hereunder.

                  (f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.7, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrowers furnished to such Lender
by or on behalf of the Borrowers; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree in
writing for the benefit of the Borrowers to preserve the confidentiality of any
confidential information relating to the Borrowers received by it from such
Lender in a manner consistent with Section 9.8.

                  (g) Anything in this Agreement to the contrary
notwithstanding, any Lender may at any time create a security interest in all or
any portion of its rights under this Agreement (including, without limitation,
the Advances owing to it) and the Notes issued to it hereunder in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of Governors
of the Federal Reserve System (or any successor regulation) and the applicable
operating circular of such Federal Reserve Bank.

                  SECTION 9.8 Confidentiality. Each Lender, the Administrative
Agent and the CAF Advance Agent (each, a "Party") agrees that it will use its
best efforts not to disclose, without the prior consent of the Company (other
than to its, or its Affiliate's, employees, auditors, accountants, counsel or
other representatives, whether existing at the date of this Agreement or any
subsequent time), any information with respect to the Borrowers which is
furnished pursuant to this Agreement, provided that any Party may disclose any
such information (i) as has become generally available to the public, (ii) as
may be required or appropriate in any report, statement or testimony submitted
to any municipal, state or Federal regulatory body having or claiming to have
jurisdiction over such party or to the Board of Governors of the Federal Reserve
System or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors, (iii) as may be
required or appropriate in response to any summons or subpoena or in connection
with any litigation or regulatory proceeding, (iv) in order to comply with any
law, order, regulation or ruling applicable to such party, or (v) to any
prospective assignee or participant in connection with any contemplated
assignment of any rights or obligations hereunder, or any
<PAGE>   76
                                                                              71


sale of any participation therein, by such Party pursuant to Section 9.7, if
such prospective assignee or participant, as the case may be, executes an
agreement with the Company containing provisions substantially similar to those
contained in this Section 9.8; provided, however, that the Company acknowledges
that the Administrative Agent has disclosed and may continue to disclose such
information as the Administrative Agent in its sole discretion determines is
appropriate to the Lenders from time to time.

                  SECTION 9.9 Consent to Jurisdiction. (a) Each Borrower hereby
irrevocably submits to the jurisdiction of any New York State or Federal court
sitting in New York City and any appellate court from any thereof in any action
or proceeding by the Administrative Agent, the CAF Advance Agent, any Lender or
the holder of any Note in respect of, but only in respect of, any claims or
causes of action arising out of or relating to this Agreement or the Notes (such
claims and causes of action, collectively, being "Permitted Claims"), and each
Borrower hereby irrevocably agrees that all Permitted Claims may be heard and
determined in such New York State court or in such Federal court. Each Borrower
hereby irrevocably waives, to the fullest extent it may effectively do so, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any aforementioned court in respect of Permitted Claims. Each Borrower hereby
irrevocably appoints CT Corporation System (the "Process Agent"), with an office
on the date hereof at 1633 Broadway, New York, New York 10019, as its agent to
receive on behalf of such Borrower and its property service of copies of the
summons and complaint and any other process which may be served by the
Administrative Agent, any Lender or the holder of any Note in any such action or
proceeding in any aforementioned court in respect of Permitted Claims. Such
service may be made by delivering a copy of such process to the Company by
courier and by certified mail (return receipt requested), fees and postage
prepaid, both (i) in care of the Process Agent at the Process Agent's above
address and (ii) at the Company's address specified pursuant to Section 9.2, and
each Borrower hereby irrevocably authorizes and directs the Process Agent to
accept such service on its behalf. Each Borrower 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.

                  (b) Nothing in this Section 9.9 (i) shall affect the right of
any Lender, the holder of any Note or the Administrative Agent or the CAF
Advance Agent to serve legal process in any other manner permitted by law or
affect any right otherwise existing of any Lender, the holder of any Note or the
Administrative Agent or the CAF Advance Agent to bring any action or proceeding
against any Borrower or its property in the courts of other jurisdictions or
(ii) shall be deemed to be a general consent to jurisdiction in any particular
court or a general waiver of any defense or a consent to jurisdiction of the
courts expressly referred to in subsection (a) above in any action or proceeding
in respect of any claim or cause of action other than Permitted Claims.

                  SECTION 9.10 GOVERNING LAW. THIS AGREEMENT AND THE NOTES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
<PAGE>   77
                                                                              72


                  SECTION 9.11 Rate of Interest. It is the intention of the
parties hereto that each Lender shall each conform strictly to usury laws
applicable to it. Accordingly, if the transactions contemplated hereby would be
usurious as to any Lender under laws applicable to it, then, in that event,
notwithstanding anything to the contrary in this Agreement or in the Notes to
the order of such Lender, it is agreed as follows: (a) the aggregate of all
consideration which constitutes interest under law applicable to such Lender
that is contracted for, taken, reserved, charged or received by such Lender
hereunder, or under such Notes or otherwise, shall under no circumstances exceed
the maximum amount allowed by such applicable law, and any excess shall be
credited by such Lender on the principal amount of the sums owed to such Lender
(or, if all amounts owing to such Lender shall have been paid in full, refunded
by such Lender to the applicable Borrower); or (b) in the event that a
prepayment of any Advances owed to any Lender is required, then such
consideration that constitutes interest under law applicable to such Lender may
never include more than the maximum amount allowed by such applicable law, and
excess interest, if any, provided for shall be cancelled automatically by such
Lender as of the date of such prepayment and, if theretofore paid, shall be
credited by such Lender on the principal amount of such prepayment obligation
(or, if the principal amount of such prepayment obligation shall have been paid
in full, refunded by such Lender to the applicable Borrower). To the extent that
Article 5069-1.04 of the Texas Revised Civil Statutes is relevant to any Lender
for the purpose of determining the maximum amount of interest allowed by
applicable law, such Lender hereby elects to determine the applicable rate
ceiling under such Article by the indicated (weekly) rate ceiling from time to
time in effect, subject to such Lender's right subsequently to change such
method in accordance with applicable law. In no event, however, shall Article
5069, Chapter 15, of the Texas Revised Civil Statutes apply to this Agreement or
the Notes or the transactions contemplated hereby.

                  SECTION 9.12 Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate 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 to the Administrative Agent of a counterpart executed by a
Lender shall constitute delivery of such counterpart to all of the Lenders. This
Agreement may be delivered by facsimile transmission of the relevant signature
pages hereof.
<PAGE>   78
                                                                              73


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


                                   TENNECO INC.                                 
                                   
                                   
                                   
                                   By: /s/ Karen Osar
                                       ---------------------------------
                                   Title: Vice President and Treasurer
                                   
                                   
                                   THE CHASE MANHATTAN BANK, as
                                     Administrative Agent, CAF
                                     Advance Agent and a Lender
                                   
                                   
                                   By: /s/ Peter M. Ling
                                       ---------------------------------
                                   Title: Vice President
                                   

                                   ABN-AMRO BANK, N.V. HOUSTON AGENCY
                                   By:  ABN AMRO North America, Inc.
                                        as agent
                                   


                                   By: /s/ H. Gene Shiels
                                       ---------------------------------
                                   Title: President and Director
                                   
                                  

                                   By: /s/ Michael N. Oakes
                                       ---------------------------------
                                   Title: Vice President and Director
                                   
                                   
                                   AUSTRALIA AND NEW ZEALAND BANKING
                                   GROUP LIMITED
                                   
                                   
                                   By: /s/ Kyle Loughlin
                                       ---------------------------------
                                   Title: Vice President
                                   
                                   

                                   
                                   
<PAGE>   79
                                                                              74


                                     BANK OF AMERICA ILLINOIS
                                     
                                     
                                     By: /s/ Claire Liu
                                         -------------------------------- 
                                     Title: Vice President
                                     
                                     
                                     BANK OF MONTREAL
                                     
                                     
                                     
                                     By: /s/ Natasha Glossop
                                         --------------------------------
                                     Title: Director, U.S. Corporate
                                     Banking
                                     
                                     
                                     THE BANK OF NEW YORK
                                     
                                     
                                     
                                     By: /s/ Raymond J. Palmer
                                         --------------------------------
                                     Title: Vice President
                                     
                                     
                                     By: /s/
                                         --------------------------------
                                     Title:
                                     
                                     
                                     THE BANK OF NOVA SCOTIA
                                     
                                     
                                     
                                     By: /s/ A.S. Norsworthy
                                         --------------------------------
                                     Title: Sr. Team Leader - Loan
                                           Operations
                                     
                                     
                                     THE BANK OF TOKYO-MITSUBISHI, LTD.
                                     
                                     
                                     
                                     By: /s/ Michael Meiss
                                         --------------------------------


<PAGE>   80
                                                                              75

                                        Title: Vice President                   



                                        BANQUE NATIONALE DE PARIS, HOUSTON   
                                        AGENCY
                                        
                                        
                                        
                                        By: /s/ Mike Shryock
                                            -------------------------------
                                        Title: Vice President
                                        
                                        
                                        BARCLAYS BANK PLC
                                        
                                        
                                        
                                        By: /s/ Paul C. Kavanagh
                                            -------------------------------
                                        Title: Director
                                        
                                        
                                        BAYERISCHE VEREINSBANK AG,
                                          LOS ANGELES AGENCY
                                        
                                        
                                        
                                        By: /s/ Christine Taylor
                                            -------------------------------
                                           Title: Vice President & Manager
                                        
                                        
                                        
                                        By: /s/ Sylvia Cheng
                                            -------------------------------
                                           Title: Vice President
                                        
                                        
                                        CAISSE NATIONALE DE CREDIT AGRICOLE
                                        
                                        
                                        
                                        By: /s/ David Bouhl, F.V.P.
                                            -------------------------------
                                        Title: Head of Corporate Banking
                                        Chicago
                                        
                                        
                                        
<PAGE>   81
                                                                              76
                                        
                                        
                                CIBC INC.
                                        


                                By: /s/ Gary C. Gaskill                 
                                   ---------------------------------     
                                Title: Authorized Signatory
                                
                                
                                
                                CITIBANK, N.A.
                                
                                
                                
                                By: /s/ Chris Lyons
                                   ---------------------------------     
                                Title: Vice President
                                
                                
                                
                                COMMERZBANK AKTIENGESELLSCHAFT,
                                  ATLANTA AGENCY
                                
                                
                                
                                By: /s/ A. Bremer
                                   ---------------------------------     
                                Title: Senior Vice President
                                
                                
                                
                                By: /s/ D. Suttles
                                   ---------------------------------     
                                Title: Vice President
                                
                                
                                
                                CREDIT LYONNAIS NEW YORK BRANCH
                                
                                
                                
                                By: /s/ Pascal Poupelle
                                   ---------------------------------     
                                Title: Senior Vice President
                                
                                

<PAGE>   82
                                                                              77


                                CREDIT SUISSE
                                
                                
                                
                                By: /s/ David J. Worthington
                                   ---------------------------------     
                                Title: Member of Senior Management
                                
                                
                                By: /s/ Marilou Palenzuela
                                   ---------------------------------     
                                Title: Member of Senior Management
                                
                                
                                THE DAI-ICHI KANGYO BANK, LTD.
                                
                                
                                
                                By: /s/ Mitsuaki Yamazaki
                                   ---------------------------------     
                                Title: Vice President
                                
                                
                                DEUTSCHE BANK AG NEW YORK AND/OR
                                  CAYMAN ISLANDS BRANCHES
                                
                                
                                
                                By: /s/ Stephan A. Wiedemann
                                   ---------------------------------     
                                Title: Vice President
                                
                                
                                By: /s/ Thomas A. Foley
                                   ---------------------------------     
                                Title: Assistant Vice President
                                
                                
                                DRESDNER BANK AG, NEW YORK BRANCH
                                
                                
                                
                                By: /s/ Andrew P. Nesi
                                   ---------------------------------     
                                Title: Vice President
                                
                                
                                By: /s/ Lawrence E. Jones
                                    --------------------------------       
                                Title: Vice President
                                
                                

<PAGE>   83
                                                                              78


                                THE FIRST NATIONAL BANK OF BOSTON
                                
                                
                                
                                By: /s/ Virginia Ryan
                                   ---------------------------------       
                                Title: Vice President
                                
                                
                                THE FIRST NATIONAL BANK OF CHICAGO
                                
                                
                                By: /s/ Dixon Schultz
                                   ---------------------------------     
                                Title: Vice President
                                
                                
                                THE FUJI BANK, LIMITED-HOUSTON
                                    Agency                                
                                
                                
                                
                                By: /s/ Yoshiaki Inoue
                                   ---------------------------------     
                                Title: Vice President and Manager
                                
                                
                                
                                THE INDUSTRIAL BANK OF JAPAN TRUST
                                  COMPANY
                                
                                
                                By: /s/ Kensaku Iwata
                                   ---------------------------------     
                                Title: Senior Vice President
                                
                                
                                KREDIETBANK N.V., GRAND CAYMAN
                                BRANCH
                                
                                
                                
                                By: /s/ Robert Snauffer
                                   ---------------------------------     
                                Title: Vice President
                                
                                
                                
                                By: /s/ Tod R. Angus
                                   ---------------------------------     



<PAGE>   84
                                                                              79


                                Title: Vice President

                                THE LONG-TERM CREDIT BANK OF JAPAN,
                                  LTD.
                                
                                
                                
                                By: /s/ Satoru Otsubu
                                   ---------------------------------     
                                Title: Joint General Manager
                                
                                
                                
                                MELLON BANK, N.A.
                                
                                
                                
                                By: /s/ Marc Cuenod, Jr.
                                   ---------------------------------     
                                Title: First Vice President
                                
                                
                                
                                By: /s/
                                   ---------------------------------     
                                Title:
                                
                                
                                
                                MORGAN GUARANTY TRUST COMPANY OF
                                  NEW YORK
                                
                                
                                
                                By: /s/ John Kowalczuk
                                   ---------------------------------     
                                Title: Vice President
                                
                                
                                
                                NATIONAL WESTMINSTER BANK PLC
                                  NEW YORK BRANCH
                                
                                
                                
                                By: /s/ Paul K. Carter
                                   ---------------------------------     
                                Title: Manager & Vice President
                                
                                
                                
                                
<PAGE>   85
                                                                              80

                                
                                NATIONAL WESTMINSTER BANK PLC
                                  NASSAU BRANCH
                                
                                
                                
                                By: /s/ Paul K. Carter
                                   ---------------------------------     
                                Title: Manager & Vice President
                                
                                

                                NATIONSBANK OF TEXAS, N.A.
                                
                                
                                
                                By: /s/ Patrick M. Delaney
                                   ---------------------------------     
                                Title: Senior Vice President
                                
                                
                                NORINCHUKIN BANK, NEW YORK BRANCH
                                
                                
                                
                                By: /s/ Ichiro Uchida
                                   --------------------------------- 
                                Title: Joint General Manager
                                
                                
                                PNC BANK, NATIONAL ASSOCIATION
                                
                                
                                
                                By: /s/ Bob Erwin
                                   ---------------------------------     
                                Title: Vice President
                                
                                

<PAGE>   86
                                                                              81


                                ROYAL BANK OF CANADA
                                
                                
                                
                                By: /s/ J.D. Frost
                                   ---------------------------------     
                                Title: Senior Manager
                                
                                
                                
                                
                                THE SAKURA BANK, LIMITED - NEW YORK
                                  BRANCH
                                
                                
                                
                                By: /s/ Yasumasa Kikuchi
                                   ---------------------------------     
                                Title: Senior Vice President
                                
                                
                                THE SANWA BANK LIMITED DALLAS
                                  AGENCY
                                
                                
                                
                                By: /s/ Robert S. Smith
                                   ---------------------------------     
                                Title: Vice President
                                
                                
                                SOCIETE GENERALE
                                
                                
                                
                                By: /s/ Richard A. Gould
                                   ---------------------------------     
                                Title: Vice President
                                
                                
                                THE SUMITOMO BANK, LIMITED, 
                                  HOUSTON AGENCY
                                                    
                                
                                By: /s/ Harumitsu Seki
                                   ---------------------------------     
                                Title: General Manager
                                
                                

<PAGE>   87
                                                                              82

                                THE TOKAI BANK, LIMITED, NEW YORK
                                  BRANCH                               
                                
                                
                                
                                By: /s/ Shinichi Kondo
                                   ---------------------------------     
                                Title: Deputy General Manager
                                
                                
                                
                                TORONTO DOMINION (TEXAS), INC.
                                
                                
                                
                                By: /s/ Frederic Hawley
                                   ---------------------------------     
                                Title: Vice President
                                
                                
                                
                                UNION BANK OF SWITZERLAND, HOUSTON
                                  AGENCY                                 
                                
                                
                                
                                By: /s/ J. George Kubove
                                   ---------------------------------     
                                Title: Assistant Vice President
                                
                                
                                
                                By: /s/ Kelly Boots
                                   ---------------------------------     
                                Title: Assistant Treasurer
                                
                                
                                
                                THE YASUDA TRUST & BANKING, CO., LTD.
                                
                                
                                
                                By: /s/ Rohn Laudenschlager
                                   ---------------------------------     
                                Title: Senior Vice President
                                
                                
<PAGE>   88
                                                                              83


<PAGE>   89
                                                                      SCHEDULE I


                          COMMITMENTS, ADDRESSES, ETC.


<TABLE>
<CAPTION>
Name and Address of Lender                            Amount of Commitment
--------------------------                            --------------------
<S>                                                   <C>         
The Chase Manhattan Bank                                  $127,500,000
One Chase Manhattan Plaza
New York, New York  10017
Attention:   Peter Ling
Telephone:   212-532-1687
Telecopier:  212-270-4892

ABN AMRO Bank, N.V.                                       $ 30,000,000
  Houston Agency
Three Riverway, Suite 1700
Houston, Texas  77056
Attention:   H. Gene Shiels
Telephone:   713-964-3326
Telecopier:  713-629-7533

Australia and New Zealand                                 $ 30,000,000
  Banking Group Limited
1177 Avenue of the Americas
New York, New York  10036
Attention:   Kyle Loughlin
Telephone:   212-801-9853
Telecopier:  212-801-9131

Bank of America Illinois                                  $ 93,750,000
231 South LaSalle
Chicago, Illinois  60697
Attention:   Gloria Turner
Telephone:   312-828-4575
Telecopier:  312-974-9626

Bank of Montreal                                          $ 93,750,000
700 Louisiana, Suite 4400
Houston, Texas  77002
Attention:   Jane Wiley
Telephone:   713-546-9744
Telecopier:  713-223-4007
</TABLE>


<PAGE>   90
                                                                               2


<TABLE>
<CAPTION>
Name and Address of Lender                            Amount of Commitment
--------------------------                            --------------------
<S>                                                   <C>                  
The Bank of New York                                      $ 93,750,000
One Wall Street, 19th Floor
New York, New York  10286
Attention:   Nina Russo
Telephone:   212-635-7921
Telecopier:  212-635-7923

The Bank of Nova Scotia                                   $ 93,750,000
Atlanta Agency
600 Peachtree Street, N.E.
Suite 2700
Atlanta, Georgia  30308
Attention:   F.C.H. Ashby
Telephone:   404-877-1500
Telecopier:  404-888-8998

With a copy to:

Houston Representative Office
1100 Louisiana, Suite 3000
Houston, Texas  77002
Attention:   Jamie Conn
Telephone:   713-752-0900
Telecopier:  713-752-2425

The Bank of Tokyo-Mitsubishi, Ltd.                        $ 93,750,000
1100 Louisiana, Suite 2800
Houston, Texas  77002
Attention:   Michael Meiss
Telephone:   713-655-3815
Telecopier:  713-655-3855

Banque Nationale de Paris,                                $ 48,750,000
  Houston Agency
333 Clay, Suite 3400
Houston, Texas  77002
Attention:   Mike Shryock
Telephone:   713-951-1224
Telecopier:  713-659-1414
</TABLE>


<PAGE>   91
                                                                               3


<TABLE>
<CAPTION>
Name and Address of Lender                            Amount of Commitment
--------------------------                            --------------------
<S>                                                   <C>         
Barclays Bank PLC                                         $ 93,750,000
222 Broadway
New York, New York  10038
Attention:   Director -
                  Structured Finance
Telephone:   212-412-7570
Telecopier:  212-412-7511

Bayerische Vereinsbank AG,                                $ 30,000,000
  Los Angeles Agency
800 Wilshire Blvd., Suite 1600
Los Angeles, California  90017
Attention:   John Carlson,
                  Jarunee Hanpachern
Telephone:   213-629-1821
Telecopier:  213-622-6341

Caisse Nationale de Credit Agricole                       $ 30,000,000
55 East Monroe Street, Suite 4700
Chicago, Illinois  60303
Attention:   Rosemary Brown
Telephone:   312-917-7420
Telecopier:  312-372-4421

CIBC Inc.                                                 $ 93,750,000
909 Fannin Street, Suite 1200
Houston, Texas  77010
Attention:   Mark Wolf
Telephone:   713-655-5226
Telecopier:  713-650-3727

Citibank, N.A.                                            $112,500,000
One Court Square
Long Island City, New York  11120
Attention:   Leena Caligiure
Telephone:   718-248-5762
Telecopier:  718-248-4844/4845
</TABLE>


<PAGE>   92
                                                                               4


<TABLE>
<CAPTION>
Name and Address of Lender                            Amount of Commitment
--------------------------                            --------------------
<S>                                                   <C>         
Commerzbank Aktiengesellschaft,                           $ 93,750,000
  Atlanta Agency
1230 Peachtree Street,
N.E. Suite 3500
Atlanta, Georgia  30309
Attention:   Dave Suttles
                  Paul Mahoney
Telephone:   404-888-6500
Telecopier:  404-888-6539

Credit Lyonnais New York Branch                           $ 93,750,000
1000 Louisiana Street, Suite 5360
Houston, Texas  77002
Attention:   Bernadette Archie
Telephone:   713-753-8723
Telecopier:  713-751-0307

Credit Suisse                                             $ 93,750,000
633 West 5th Street, 64th Floor
Los Angeles, California  90017
Attention:   Rita Asa
Telephone:   213-955-8284
Telecopier:  213-955-8245

The Dai-Ichi Kangyo Bank, Ltd.                            $ 48,750,000
One World Trade Center, Suite 4911
New York, New York  10048
Attention:   Tina Brucculeri
Telephone:   212-432-6643
Telecopier:  212-912-1879

Deutsche Bank AG New York and/                            $ 30,000,000
  or Cayman Islands Branches
31 West 52nd Street
New York, New York  10019
Attention:   Stephan A. Wiedemann
Telephone:   212-469-8663
Telecopier:  212-469-8212

Dresdner Bank AG, New York Branch                         $ 48,750,000
75 Wall Street
New York, New York  10005
Attention:   Charles Lin
Telephone:   212-429-2608
Telecopier:  212-429-2129
</TABLE>


<PAGE>   93
                                                                               5


<TABLE>
<CAPTION>
Name and Address of Lender                            Amount of Commitment
--------------------------                            --------------------
<S>                                                   <C>         
First National Bank of Boston                             $ 30,000,000
100 Federal Street
Mailstop 01-08-02
Boston, Massachusetts  02106
Attention:   Virginia Ryan
Telephone:   617-434-3606
Telecopier:  617-434-3652

The First National Bank of Chicago                        $ 93,750,000
One First National Plaza
0634, 1FNP, 10
Chicago, Illinois  60670
Attention:   Yvette Thompkins
Telephone:   312-732-1395
Telecopier:  312-732-4840

The Fuji Bank, Limited-Houston Agency                     $ 93,750,000
One Houston Center, Suite 4100
1221 McKinney Street
Houston, Texas  77010
Attention:   Charles vanRavenswaay
Telephone:   713-650-7829
Telecopier:  713-759-0048

The Industrial Bank of                                    $ 48,750,000
  Japan Trust Company
Allen Three Center
333 Clay, Suite 4850
Houston, Texas  77002
Attention:   W. Lynn Williford
Telephone:   713-651-9444
Telecopier:  713-651-9209

Kredietbank N.V., Grand Cayman Branch                     $ 48,750,000
125 West 55th Street
New York, New York  10019
Attention:   Lynda Resuma
Telephone:   212-541-0657
Telecopier:  212-956-5580

or

Attention:   Mayra Ramirez
Telephone:   212-541-0658
Telecopier:  212-956-5580
</TABLE>


<PAGE>   94
                                                                               6


<TABLE>
<CAPTION>
Name and Address of Lender                            Amount of Commitment
--------------------------                            --------------------
<S>                                                   <C>         
The Long-Term Credit                                      $ 93,750,000
  Bank of Japan, Ltd.
165 Broadway
New York, New York  10006
Attention:   Bob Pacifici
Telephone:   212-335-4801
Telecopier:  212-608-3452

With a copy to:

2200 Ross Avenue, Suite 4700 West
Dallas, Texas  75201
Attention:   Doug Whiddon
Telephone:   214-969-5352
Telecopier:  214-969-5357

Mellon Bank, N.A.                                         $ 93,750,000
1100 Louisiana, Suite 3600
Houston, Texas  77002
Attention:   Janet Jenkins
Telephone:   713-759-3040
Telecopier:  713-650-3409

Morgan Guaranty Trust                                     $ 93,750,000
  Company of New York
c/o J.P. Morgan Services, Inc.
500 Stanton Christiana Road
Newark, Delaware  19713
Attention:   Nancy K. Dunbar
Telephone:   302-634-4220
Telecopier:  302-634-1094

National Westminster Bank Plc                             $ 48,750,000
NatWest Markets
New York Branch
175 Water Street, 19th Floor
New York, New York  10038
Attention:   Commercial Lending Unit
Telephone:   212-602-4180
Telecopier:  212-602-4118
</TABLE>


<PAGE>   95
                                                                               7


<TABLE>
<CAPTION>
Name and Address of Lender                            Amount of Commitment
--------------------------                            --------------------
<S>                                                   <C>         
NationsBank of Texas, N.A.                                $ 93,750,000
700 Louisiana, 8th Floor
Houston, Texas  77002
Attention:   Patrick M. Delaney
Telephone:   713-247-7373
Telecopier:  713-247-6568

Norinchukin Bank, New York Branch                         $ 48,750,000
245 Park Avenue, 29th Floor
New York, New York
Attention:   Shinichi Saitoh
Telephone:   212-949-7188
Telecopier:  212-697-5754

PNC Bank, National Association                            $ 93,750,000
One PNC Plaza
249 Fifth Avenue, 3rd Floor
Pittsburgh, Pennsylvania  15222
Attention:   Thomas K. Grundman/Tina Lanuka
Telephone:   412-762-3025/412-762-4826
Telecopier:  412-762-2571/412-762-2571

Royal Bank of Canada                                      $ 93,750,000
600 Wilshire Boulevard, Suite 800
Los Angeles, California  90017
Attention:   Doug Frost
Telephone:   213-955-5310
Telecopier:  213-955-5350

The Sakura Bank, Limited -                                $ 48,750,000
  New York Branch
277 Park Avenue, 45th Floor
New York, New York  11209
Attention:   David Speir
Telephone:   212-756-6778
Telecopier:  212-888-7651

The Sanwa Bank Limited                                    $ 48,750,000
  Dallas Agency
2200 Ross Avenue, Suite 4100W
Dallas, Texas  75201
Attention:   Robert Smith
Telephone:   214-665-0222
Telecopier:  214-741-6535
</TABLE>



<PAGE>   96
                                                                               8


<TABLE>
<CAPTION>
Name and Address of Lender                            Amount of Commitment
--------------------------                            --------------------
<S>                                                   <C>         
Societe Generale                                          $ 93,750,000
Trammell Crow Center
2001 Ross Avenue, Suite 4800
Dallas, Texas  75201
Attention:   Angela Aldridge
Telephone:   214-979-2792
Telecopier:  214-754-0171

The Sumitomo Bank, Limited,                               $ 93,750,000
  Houston Agency
700 Louisiana Street, Suite 1750
Houston, Texas  77002
Attention:   Robert Quezada
Telephone:   713-238-8221
Telecopier:  713-238-8291

The Tokai Bank, Limited,                                  $ 30,000,000
  New York Branch
Energy Finance Group
55 East 52nd Street
New York, New York  10055
Attention:   Caralie Olsen
Telephone:   212-339-1163
Telecopier:  212-754-2170

Toronto Dominion (Texas), Inc.                            $ 93,750,000
909 Fannin Street, 17th Floor
Houston, Texas   77010
Attention:   Lisa Allison
Telephone:   713-653-8244
Telecopier:  713-951-9921

Union Bank of Switzerland,                                $ 93,750,000
  Houston Agency
1100 Louisiana, Suite 4500
Houston, Texas  77002
Attention:   Evans Swann
Telephone:   713-655-6500
Telecopier:  713-655-6555
</TABLE>


<PAGE>   97
                                                                               9


<TABLE>
<CAPTION>
Name and Address of Lender                            Amount of Commitment
--------------------------                            --------------------
<S>                                                   <C>         
The Yasuda Trust & Banking,                               $ 48,750,000
  Co., Ltd.
666 Fifth Avenue, Suite 801
New York, New York  10103
Attention:   Eric N. Pelletier
Telephone:   212-373-5734
Telecopier:  212-373-5796
</TABLE>


<PAGE>   98
                                                                     SCHEDULE II


           OUTSTANDING DEBT, GUARANTIES AND REIMBURSEMENT OBLIGATIONS


         The following Debt will be Excluded Acquisition Debt:

         1. The following securities of Tennessee to the extent that such
securities are not tendered pursuant to the exchange offer by New Tenneco Inc.
as described in the Prospectus and Consent Solicitation of New Tenneco Inc., a
copy of which has been previously delivered to the Administrative Agent:

                           6 1/2% Notes due 2005 
                           7 1/4% Debentures due 2025
                           7 7/8% Notes due 2002 
                           8% Notes due 1999 
                           9% Debentures due 2012 
                           9 7/8% Notes due 2001 
                           10% Debentures due 2008

         2. The following securities of Tennessee, Tennessee Gas Pipeline
Company ("TGPL") and Tenneco Credit Corporation ("TCC") to the extent that such
securities are not tendered pursuant to the tender offer by Tennessee as
described in the Offer to Purchase and Consent Solicitation of Tennessee, a copy
of which has been previously delivered to the Administrative Agent:

Tennessee

10% Notes due 1998
103/8% Notes due 2000

TGPL

6% Debentures due 2011

TCC

95/8% Notes due 2001
91/8% Notes due 1997

Medium Term Notes, Series C:

9.480% due January 28, 2002


<PAGE>   99
                                                                               2


Subordinated Medium Term Notes, Series B:

9.470% due September 21, 1998 
9.720% due September 15, 2001 
9.720% due September 25, 2001 
9.990% due August 19, 1998 
10.000% due August 19, 1998 
10.000% due December 13, 2001 
10.050% due August 17, 1998

         3. Capital lease obligations of TGPL, East Tennessee Natural Gas
Company, Midwestern Gas Transmission Company and Channel Industries Gas Company,
which at June 30, 1996 were recorded at $4,622,751.

         4. The guaranties and reimbursement obligations listed on Appendix A
hereto and such other guaranties that may be entered into in the ordinary course
of business of Tennessee and its subsidiaries since June 30, 1996 and prior to
the Closing Date. (Pursuant to the Distribution Agreement to be entered into by
Tennessee, New Tenneco Inc. and Newport News Shipbuilding Inc., New Tenneco Inc.
and Newport News Shipbuilding Inc. have agreed to used commercially reasonable
efforts to cause Tennessee and any of the Energy Subsidiaries to be released
from the guaranties of liabilities allocated to New Tenneco Inc. and its
subsidiaries or Newport News Shipbuilding Inc. and its subsidiaries under the
Distribution Agreement.)

         5. $5.1 million of Debt owed by Orange Acquisition, Inc.

         6. Such other Debt existing on the Closing Date that, together with the
foregoing Debt (other than the asterisked items on Appendix A hereto) and the
Advances under this Agreement, does not exceed the Base Amount, as defined in
the Debt and Cash Allocation Agreement to be entered into by Tennessee, Newport
News Shipbuilding Inc. and New Tenneco Inc., which shall be in substantially the
form previously provided to the Administrative Agent.


<PAGE>   100
                                                                    SCHEDULE III


                                   LITIGATION


         Reference is made to the matters described in the Joint Proxy Statement
under the captions "Information Concerning the Energy Business to be
Merged--Interstate Pipeline Operations--Federal Regulation" and "--Environmental
Proceedings."


<PAGE>   101
                                                                     SCHEDULE IV

                                  SUBSIDIARIES

                                 TENNECO ENERGY
                                  POST SPIN-OFF


<TABLE>
<CAPTION>
<S>                                                                                                            <C>
Tenneco Inc. (Delaware)
     Tennessee Gas Pipeline Company (Delaware)...............................................................    100  %
         Altamont Service Corporation (Delaware).............................................................    100
              Altamont Gas Transmission Canada Limited (Canada)..............................................    100
                  (Altamont Service Corporation is the registered holder of all of the
                  issued and outstanding shares of Altamont Gas Transmission Canada
                  Limited, as Trustee for Altamont Gas Transmission Company, a Joint
                  Venture)
         Eastern Insurance Company Limited (Bermuda).........................................................    100
         East Tennessee Natural Gas Company (Tennessee)......................................................    100
              Tenneco East Natural Gas L.P. (Delaware Limited Partnership)...................................      1
                  (East Tennessee Natural Gas Company, as General Partner, owns 1%;
                  and Tenneco East Corporation, as Limited Partner, owns 99%.)
         Energy TRACS, Inc. (Delaware)........................................................................   100
         Kern County Land Company (Delaware)..................................................................   100
              Tenneco Equipment Corporation (Delaware)........................................................   100
                  Marlin Drilling Co., Inc. (Delaware)
                      Bluefin Supply Company (Delaware).......................................................   100
                      Marlin do Brasil Perfuacoes Maritimas Ltda. (Brazil) (in dissolution)...................  0.16
                           (Bluefin Supply Company owns 0.16%; and Marlin Drilling Co.,
                           Inc. owns 99.84%)
                      Marlin do Brasil Perfuacoes Maritimas Ltda. (Brazil) (in dissolution)..................  99.84
                           (Marlin Drilling Co., Inc. owns 99.84%; and Bluefin Supply
                           Company owns 0.16%)
                  Tenneco Equipment Holding I Company (Delaware).............................................    100
                  Tenneco Equipment Holding II Company (Delaware)............................................    100
                  Tenneco Equipment Holding III Company (Delaware)...........................................    100
                      Tenneco Equipment Holding V Company (North Dakota).....................................    100
                  Tenneco Equipment Holding IV Company (Wisconsin)...........................................    100
                  Tenneco Equipment Holding VI Company (Illinois)............................................    100
              Tenneco West, Inc. (Delaware)..................................................................    100
                  Kern County Land Company, Inc. (California)................................................    100
         Land Ventures, Inc. (Delaware)......................................................................    100
         Midwestern Gas Marketing Company (Delaware).........................................................    100
         Mont Belvieu Land Company (Delaware)................................................................    100
</TABLE>


<PAGE>   102
                                                                               2


<TABLE>
<CAPTION>
<S>                                                                                                            <C> 
Subsidiaries of Tenneco Inc.
     Subsidiaries of Tennessee Gas Pipeline Company
         New Tenn Company (Delaware).........................................................................    100  
              (New Tenn Company and New Tennessee Gas Pipeline are in the process of                             
              being merged into Tennessee Gas Pipeline Company.)                                                 
         New Tennessee Gas Pipeline Company (Delaware).......................................................    100
              (New Tenn Company and New Tennessee Gas Pipeline are in the process of                             
              being merged into Tennessee Gas Pipeline Company.)                                                 
         S.K. Petroleum Company (Delaware)...................................................................    100
         Sandbar Petroleum Company (Delaware)................................................................    100
         Tennchase Inc. (Texas)..............................................................................    100
         Tenneco Alaska, Inc. (Alaska).......................................................................    100
         Tenneco-Altamont Corporation (Delaware).............................................................    100
              Altamont Gas Transmission Company (Delaware Joint Venture).....................................  53.34
                  (Tenneco-Altamont Corporation owns 531/3%; Amoco Altamont                                      
                  Company, an unaffiliated company, owns 331/3%; and Entech                                      
                  Altamont, Inc., an unaffiliated company, owns 131/3%.)                                         
         Tenneco Argentina Corporation (Delaware)............................................................    100
         Tenneco Baja California Corporation (Delaware)......................................................    100
         Tenneco Communications Corporation (Delaware).......................................................    100
         Tenneco Corporation (Delaware)......................................................................    100
                  (Tennessee Gas Pipeline Company owns 100% of the Common Stock;                                 
                  Tenneco Credit Corporation, Tenneco Equipment Corporation and                                  
                  Tenneco International Inc., in the aggregate own 100% of the Second                            
                  Preferred Stock                                                                                
              Channel Industries Gas Company (Delaware)......................................................    100
                  Tenneco Energy Marketing Company (Kentucky)................................................    100
                      Creole Gas Pipeline Corporation (Louisiana)............................................    100
                      Entrade Pipeline Company (Kentucky)....................................................    100
                  Channel Gas Marketing Company (Delaware)...................................................    100
                  Tenneco Gas Processing Company (Delaware)..................................................    100
                  Tenneco Offshore Gathering Company (Delaware)..............................................    100
</TABLE>
        

<PAGE>   103
                                                                               3


<TABLE>
<CAPTION>
<S>                                                                                                            <C>
Subsidiaries of Tenneco Inc.
     Subsidiaries of Tennessee Gas Pipeline Company
         Subsidiaries of Tenneco Corporation
              Midwestern Gas Transmission Company (Delaware).................................................  100
                  Tenneco Midwest Natural Gas L.P. (Delaware Limited Partnership)............................    1
                      (Midwestern Gas Transmission Company, as General Partner, owns                           
                      1%; and Tenneco Midwest Corporation, as Limited Partner owns                             
                      99%.)                                                                                    
                  Entrade Engine Company (Kentucky)..........................................................  100
                  New Midwestern Inc. (Delaware).............................................................  100
                  Petro-Tex Chemical Corporation (Delaware) (in dissolution).................................  100
                      (Certificate of Dissolution was filed in Delaware on                                     
                      January 18, 1995, Final dissolution date will be January                                 
                      18, 1998, subject to settlement of any other outstanding                                 
                      business.)                                                                               
                  SWL Security Corp. (Texas).................................................................  100
                  TGP Corporation (Delaware).................................................................  100
                  Tenneco Independent Power I Company (Delaware).............................................  100
                  Tenneco Independent Power II Company (Delaware)............................................  100
                  Tenneco Insurance Ventures (Delaware)......................................................  100
                  Tenneco Minerals Company - California (Delaware)...........................................  100
                  Tenneco Minerals Company - Nevada (Delaware)...............................................  100
                  Tenneco OCS Company, Inc. (Delaware).......................................................  100
                  Tenneco Oil Company (Delaware).............................................................  100
                  Tenneco Polymers, Inc. (Delaware)..........................................................  100
                  Tenneco Eastern Realty, Inc. (New Jersey)..................................................  100
                  Tenneco Power Generation Company (Delaware)................................................  100
                      Orange Acquisition, Inc. (Delaware)....................................................  100
</TABLE>
                                                            

<PAGE>   104
                                                                               4


<TABLE>
<CAPTION>
<S>                                                                                                            <C>   
Subsidiaries of Tenneco Inc.
     Subsidiaries of Tennessee Gas Pipeline Company
         Subsidiaries of Tenneco Corporation
              Subsidiaries of Midwestern Gas Transmission Company
                  Subsidiaries of Tenneco Power Generation Company
                      Tenneco Ethanol Company (Delaware).....................................................  100
                      Tenneco Ethanol Services Company (Delaware)............................................  100
                      West Campus Cogeneration Company (Delaware)............................................  100
                  Tennessee Overthrust Gas Company (Delaware)................................................  100
         Tenneco Credit Corporation (Delaware)...............................................................  100
              TenFac Corporation (Delaware)..................................................................  100
         Tenneco Deepwater Gathering Company (Delaware)......................................................  100
         Tenneco Delta XII Gas Co., Inc. (Delaware)..........................................................  100
         Tenneco East Corporation (Delaware).................................................................  100
              Tenneco East Natural Gas L.P. (Delaware Limited Partnership)...................................   99
                  (Tenneco East Corporation, as Limited Partner, owns 99%; and East                            
                  Tennessee Natural Gas Company, as General Partner, owns 1%.)                                 
         Tenneco Energy Europe Inc. (Delaware)...............................................................  100
              Tenneco Energy Hungary Inc. (Delaware).........................................................   99
         Tenneco Energy Ltd. (Canada)........................................................................  100
         Tenneco Energy Services Company (Delaware)..........................................................  100
              Tenneco Energy AIRCO Inc. (Delaware)...........................................................  100
              Tenneco Energy OGS Inc. (Delaware).............................................................  100
              Tenneco Energy TEPSCO Inc. (Delaware)..........................................................  100
         Tenneco Energy Inc. (Delaware)......................................................................  100
              Tenneco EIS Company (Delaware).................................................................  100
                  Tenneco EIS Canada Ltd. (Alberta)..........................................................  100
              Tenneco Gas Transportation Company (Delaware)..................................................  100
         Tenneco Gas Canada, Ltd. (Ontario)..................................................................  100
</TABLE>
                                                                         

<PAGE>   105
                                                                               5


<TABLE>
<CAPTION>
<S>                                                                                                            <C>
Subsidiaries of Tenneco Inc.
     Subsidiaries of Tennessee Gas Pipeline Company
         Tenneco Gas International Inc. (Delaware)...........................................................  100
              Tenneco Energy China Inc. (Delaware)...........................................................  100
              Tenneco Gas Brazil Corporation (Delaware)......................................................  100
                  Tenneco Gas International Servicos do Brasil Ltda (Brazil).................................  100
              Tenneco Gas Chile Corporation (Delaware).......................................................  100
              Tenneco Energy International (East Asia/Pacific) Inc. (Delaware)...............................  100
              Tenneco Gas Services (Chile) Corporation (Delaware)............................................  100
                  Tenneco Gas Transportes S.A. (Chile).......................................................  100
              Tenneco Gas Latin America Inc. (Delaware)......................................................  100
Tenneco Gas Louisiana Inc. (Delaware)........................................................................  100
              Martin Exploration Company (Delaware)..........................................................  100
         Tenneco Gas Production Corporation (Delaware).......................................................  100
Tenneco Gas Properties Inc. (Delaware).......................................................................  100
         Tenneco Gas Services, Inc. (Delaware)...............................................................  100
         Tenneco Gas Supply Corporation (Delaware)...........................................................  100
         Tenneco Gas Australia Inc. (Delaware)...............................................................  100
              Tenneco Holdings Pty. Ltd. (Australia).........................................................  100
                  Tenneco Energy Australia Pty. Limited (Australia)..........................................  100
                      Tenneco Energy Queensland Pty. Limited (Australia).....................................  100
                      Tenneco Energy South Australia Pty. Limited (Australia)................................  100
                  Tenneco Energy Operations and Maintenance Pty. Ltd. (Australia)............................  100
                  Tenneco Sulawesi Gas Pty. Ltd. (Australia).................................................  100
         Tenneco International Inc. (Delaware)...............................................................  100
Tenneco Nederland B.V. (Netherlands).........................................................................  100
              Tenneco Offshore Netherlands Company (Delaware)................................................  100
         Tenneco Liquids Corporation (Delaware)..............................................................  100
Subsidiaries of Tenneco Inc.                                                                                   
     Subsidiaries of Tennessee Gas Pipeline Company                                                            
         Tenneco Marketing Services Company (Delaware).......................................................  100
         Tenneco MLP Inc. (Delaware).........................................................................  100
         Tenneco MTBE, Inc. (Delaware).......................................................................  100
         Tenneco Midwest Corporation (Delaware)..............................................................  100
              Tenneco Midwest Natural Gas L.P. (Delaware Limited Partnership)................................   99
                  (Tenneco Midwest Corporation, as Limited Partner, owns 99%; and                              
                  Midwestern Gas Transmission Company, as General Partner, owns 1%.)                           
         Tenneco Pittsfield Corporation (Delaware)...........................................................  100
         Tenneco Portland Corporation (Delaware).............................................................  100
         Tenneco Realty, Inc. (Delaware).....................................................................  100
         Tenneco SNG Inc. (Delaware).........................................................................  100
         Tenneco Trinidad LNG, Inc. (Delaware)...............................................................  100
         Tenneco Ventures Bolivia Corporation (Delaware).....................................................  100
         Tenneco Ventures Corporation (Delaware).............................................................  100
</TABLE>


<PAGE>   106
                                                                               6


<TABLE>
<CAPTION>
<S>                                                                                                            <C>
         Tenneco Ventures Poland Corporation (Delaware)......................................................  100
         Tenneco Western Market Center Corporation (Delaware)................................................  100
         Tenneco Western Market Center Service Corporation (Delaware)........................................  100
         TennEcon Services, Inc. (Delaware)..................................................................  100
              Tenneco Energy Technology Consulting Services Inc. (Delaware)..................................  100
Tennessee Gas Transmission Company (Delaware)................................................................  100
         Tennessee Storage Company (Delaware)................................................................  100
         Tennessee Trailblazer Gas Company (Delaware)........................................................  100
         Ten Ten Parking Garage Inc.  (Delaware).............................................................  100
The Fontanelle Corporation (Louisiana).......................................................................  100
              The F and E Oyster Partnership (Louisiana Partnership).........................................   64
                  (The Fontanelle Corporation owns 64% as General Partner; and                                 
                  Expedite Oyster, Inc., an unaffiliated company, owns 36% as                                  
                  General Partner.)                                                                            
         The LaChute Corporation (Louisiana).................................................................  100
</TABLE>
|                                                                         

<PAGE>   107
                                                                       EXHIBIT A




                                     FORM OF
                                      NOTE



$___________                                                  New York, New York
                                                              ________ ___, 199_


         FOR VALUE RECEIVED, the undersigned, ___________________, a ________
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of ______________ (the "Lender") at the office of The Chase Manhattan
Bank, located at 270 Park Avenue, New York, New York 10017, in lawful money of
the United States of America and in same day funds, on the second anniversary of
the Termination Date (or if the Lender is an Objecting Lender, the second
anniversary of the Commitment Expiration Date applicable to the Lender) the
principal amount of (a) __________ DOLLARS ($___________), or, if less, (b) the
aggregate unpaid principal amount of all Revolving Credit Advances made by the
Lender to the Borrower pursuant to subsection 2.1 of the Credit Agreement, as
hereinafter defined. The Borrower further agrees to pay interest in like money
at such office on the unpaid principal amount hereof from time to time
outstanding at the rates and on the dates specified in the Credit Agreement.

         The holder of this Note is authorized to, and prior to any transfer
hereof shall, endorse on the schedules attached hereto and made a part hereof or
on a continuation thereof which shall be attached hereto and made a part hereof
the date, Type and amount of each Revolving Credit Advance made pursuant to
subsection 2.1 of the Credit Agreement and the date and amount of each payment
or prepayment of principal thereof, each continuation thereof, each conversion
of all or a portion thereof to another Type and, in the case of Eurodollar Rate
Advances, the length of each Interest Period with respect thereto. Each such
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement shall not affect
the obligations of the Borrower in respect of such Revolving Credit Advance.

         This Note (a) is one of the Notes referred to in the $3,000,000,000
Revolving Credit and Competitive Advance Facility Agreement, dated as of
November 4, 1996 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Tenneco Inc. (to be renamed El Paso
Tennessee Pipeline Company), the Lender, the other banks and financial
institutions from time to time parties thereto and The Chase Manhattan Bank, as
Administrative Agent and CAF Advance Agent, (b) is subject to the provisions of
the Credit Agreement and (c) is subject to optional and mandatory prepayment in
whole or in part as provided in the Credit Agreement.


<PAGE>   108
                                                                             A-2


         Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.

         All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind except those
expressly required under the Credit Agreement.

         Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.

                                   [BORROWER]



                                   By __________________________
                                      Title:


<PAGE>   109
                                                              Schedule A to Note


           ADVANCES, CONVERSIONS AND REPAYMENTS OF BASE RATE ADVANCES



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                               Amount      Amount of Principal of   Amount of Base Rate
     Amount of Base Rate    Converted to     Base Rate Advances    Advances Converted to   Unpaid Principal Balance
Date       Advances      Base Rate Advances        Repaid         Eurodollar Rate Advances  of Base Rate Advances   Notation Made By
------------------------------------------------------------------------------------------------------------------------------------
<S>  <C>                 <C>               <C>                    <C>                      <C>                      <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

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</TABLE>


<PAGE>   110
                                                                               

                                                              Schedule B to Note


 ADVANCES, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR RATE ADVANCES



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                              Amount of Eurodollar
        Amount of     Amount Converted   Interest Period and Amount of Principal of   Rate Advances     Unpaid Principal
     Eurodollar Rate to Eurodollar Rate Eurodollar Rate with     Eurodollar Rate    Converted to Base Balance of Eurodollar Notation
Date    Advances          Advances         Respect Thereto       Advances Repaid      Rate Advances       Rate Advances     Made By
------------------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>                <C>                  <C>                    <C>               <C>                   <C> 

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   111
                                                                       EXHIBIT B


                                     FORM OF
                               NOTICE OF BORROWING


The Chase Manhattan Bank, as Administrative Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
270 Park Avenue
New York, New York  10017                                                 [Date]

Attention:  Tennessee Pipeline Company


Ladies and Gentlemen:

         The undersigned, Tenneco Inc., (to be renamed El Paso Tennessee
Pipeline Company), refers to the $3,000,000,000 Revolving Credit and Competitive
Advance Facility Agreement, dated as of November 4, 1996 (the "Credit
Agreement", the terms defined therein being used herein as therein defined),
among the undersigned, certain Lenders parties thereto and The Chase Manhattan
Bank, as Administrative Agent and CAF Advance Agent for said Lenders, and hereby
gives you notice, irrevocably, pursuant to Section 2.2 of the Credit Agreement
that the undersigned hereby requests a Borrowing under the Credit Agreement, and
in that connection sets forth below the information relating to such Borrowing
(the "Proposed Borrowing") as required by Section 2.2(a) of the Credit
Agreement:

         (i)      The Borrower for the Proposed Borrowing is ______________.

         (ii)     The Business Day of the Proposed Borrowing is ___________,
199_.

         (iii)    The Type of Advances comprising the Proposed Borrowing is
[Base Rate Advances] [Eurodollar Rate Advances].

         (iv)     The aggregate amount of the Proposed Borrowing is $__________.

         (v)      The Interest Period for each Eurodollar Rate Advance made as
part of the Proposed Borrowing is [______ month[s]].

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the Proposed Borrowing,
before and immediately after giving effect thereto and to the application of the
proceed therefrom:


<PAGE>   112
                                                                             B-2


         (A) each representation and warranty contained in Section 4.1 is
correct in all material respects as though made on and as of such date; and
   
         (B) no event has occurred and is continuing, or would result from such
Proposed Borrowing, which constitutes an Event of Default or would constitute an
Event of Default but for the requirement that notice be given or time elapse or
both.

                                        Very truly yours,

                                        TENNECO INC.



                                        By_________________________
                                          Title:



<PAGE>   113
                                                                       EXHIBIT C

                                     FORM OF
                               CAF ADVANCE REQUEST



                                               __________, 199__

The Chase Manhattan Bank, as CAF Advance Agent
270 Park Avenue
New York, New York  10017

         Reference is made to the $3,000,000,000 Revolving Credit and
Competitive Advance Facility Agreement, dated as of November 4, 1996, among
Tenneco Inc., the Lenders named therein and The Chase Manhattan Bank, as
Administrative Agent and CAF Advance Agent (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

         This is a [Fixed Rate] [LIBO Rate] CAF Advance Request pursuant to
Section 2.5 of the Credit Agreement requesting quotes for the following CAF
Advances:

<TABLE>
<CAPTION>
================================================================================
                                  Loan 1           Loan 2          Loan 3
--------------------------------------------------------------------------------
<S>                            <C>              <C>              <C>       
Aggregate Principal Amount     $__________      $__________      $_________
--------------------------------------------------------------------------------
CAF Advance Date
--------------------------------------------------------------------------------
Maturity Date
--------------------------------------------------------------------------------
Interest Payment Dates
================================================================================
</TABLE>

                                       Very truly yours,

                                       [BORROWER]


                                       By__________________________
                                       Name:
                                       Title:

*        Pursuant to the Credit Agreement, a CAF Advance Request may be
         transmitted in writing, by telecopy, or by telephone, immediately
         confirmed by telecopy. In any case, a CAF Advance Request shall contain
         the information specified in the second paragraph of this form.


<PAGE>   114
                                                                       EXHIBIT D

                                     FORM OF
                                CAF ADVANCE OFFER

                                                     ________, 199__

The Chase Manhattan Bank, as CAF Advance Agent
270 Park Avenue
New York, New York  10017

         Reference is made to the $3,000,000,000 Revolving Credit and
Competitive Advance Facility Agreement, dated as of November 4, 1996, among
Tenneco Inc., the Lenders named therein and The Chase Manhattan Bank, as
Administrative Agent and CAF Advance Agent (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

         In accordance with Section 2.5 of the Credit Agreement, the undersigned
Lender offers to make CAF Advances thereunder in the following amounts with the
following maturity dates:

<TABLE>
<CAPTION>
=============================================================================================
<S>                                                    <C> 
CAF Advance Date:          __________, 199__           Aggregate Maximum Amount: $_________
=============================================================================================
Maturity Date 1:                                       Maximum Amount: $__________
         __________, 199__                             $________ offered at _______*
                                                       $________ offered at _______*
=============================================================================================
Maturity Date 2:                                       Maximum Amount: $__________
         __________, 199__                             $________ offered at _______*
                                                       $________ offered at _______*
=============================================================================================
Maturity Date 3:                                       Maximum Amount: $__________
         __________, 199__                             $________ offered at _______*
                                                       $________ offered at _______*
=============================================================================================
</TABLE>


Insert the interest rate offered for the specified CAF Advance. In the case of
LIBO Rate CAF Advances, insert a margin bid. In the case of Fixed Rate CAF
Advances, insert a fixed rate bid.


<PAGE>   115
                                                                             D-2



                                    Very truly yours,             
                                    
                                    [NAME OF CAF ADVANCE LENDER]
                                    
                                    
                                    By______________________________
                                      Name:
                                      Title:
                                      Telephone No.:
                                      Telecopy No.:



<PAGE>   116
                                                                       EXHIBIT E


                                     FORM OF
                            CAF ADVANCE CONFIRMATION



                                                              _________ __, 199_



The Chase Manhattan Bank, as CAF Advance Agent
270 Park Avenue
New York, New York  10017

         Reference is made to the $3,000,000,000 Revolving Credit and
Competitive Advance Facility Agreement, dated as of November 4, 1996, among
Tenneco Inc., the Lenders named therein, and The Chase Manhattan Bank, as
Administrative Agent and CAF Advance Agent(as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

         In accordance with Section 2.5(d) of the Credit Agreement, the
undersigned accepts and confirms the offers by the CAF Advance Lender(s) to make
CAF Advances to the undersigned on , 199 [date of CAF Advance Borrowing] under
Section 2.5(d) in the (respective) amount(s) set forth on the attached list of
CAF Advances offered.

                                    Very truly yours,
                                    
                                    [BORROWER]
                                    
                                    
                                    By_____________________________
                                      Name:
                                      Title:
                                    
[The Borrower must attach CAF Advance offer list prepared by the CAF Advance
Agent with accepted amount entered by the Borrower to the right of each CAF
Advance offer].


<PAGE>   117
                                                                       EXHIBIT F


                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

                            Dated _____________, 199_


         Reference is made to the $3,000,000,000 Revolving Credit and
Competitive Advance Facility Agreement, dated as of November 4, 1996 (as the
same may be amended or otherwise modified from time to time, the "Credit
Agreement") among Tenneco Inc. (to be renamed El Paso Tennessee Pipeline Co.), a
Delaware corporation (the "Company"), the Lenders (as defined in the Credit
Agreement) and The Chase Manhattan Bank, as Administrative Agent (the
"Administrative Agent") and CAF Advance Agent (the "CAF Advance Agent") for the
Lenders. Terms defined in the Credit Agreement are used herein with the same
meaning.

         _____________ (the "Assignor") and ____________ (the "Assignee") agree
as follows:

         1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, that interest in and to
all of the Assignor's rights and obligations under the Credit Agreement as of
the date hereof which represents the percentage interest specified on Schedule 1
of all outstanding rights and obligations under the Credit Agreement, including,
without limitation, such interest in the Assignor's Commitment, the Advances
owing to the Assignor, and the Notes, if any, held by the Assignor. After giving
effect to such sale and assignment, the Assignee's Commitment and the amount of
the Advances owing to the Assignee will be as set forth in Section 2 of Schedule
1.

         2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of each Borrower or the
performance or observance by each Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto;
and (iv) attaches the Notes, if any, referred to in paragraph 1 above and
requests that the Administrative Agent exchange such Notes for new Notes payable
to the order of the Assignee in an amount equal to the Commitment assumed by the
Assignee pursuant hereto or new Notes payable to the order of the Assignee in an
amount equal to the Commitment assumed by the Assignee pursuant hereto and the
Assignor in an amount equal to the Commitment retained by the Assignor under the
Credit Agreement, respectively, as specified on Schedule 1 hereto.


<PAGE>   118
                                                                             F-2


         3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.1 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent, the Assignor or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Administrative Agent and CAF Advance Agent to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement as are delegated to the Administrative Agent and CAF Advance Agent by
the terms thereof, together with such powers as are reasonably incidental
thereto; (v) agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender; [and] (vi) specifies as its address for notices the
address set forth beneath its name on the signature pages hereof [and (vii)
attaches the forms prescribed by the Internal Revenue Service of the United
States certifying as to the Assignee's status for purposes of determining
exemption from United States withholding taxes with respect to all payments to
be made to the Assignee under the Credit Agreement and the Notes or such other
documents as are necessary to indicate that all such payments are subject to
such rates at a rate reduced by an applicable tax treaty]*.

         4. Following the execution of this Assignment and Acceptance by the
Assignor and the Assignee, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent. The effective date of this
Assignment and Acceptance shall be the date of acceptance thereof by the
Administrative Agent, unless otherwise specified on Schedule 1 hereto (the
"Effective Date").

         5. Upon such acceptance and recording by the Administrative Agent, as
of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this Assignment and Acceptance, have the rights
and obligations of Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

         6. Upon such acceptance and recording by the Administrative Agent, from
and after the Effective Date, the Administrative Agent shall make all payments
under the Credit Agreement and the Notes in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest and
commitment fees with respect thereto) to the Assignee. The Assignor and Assignee
shall make all appropriate adjustments in payments under the Credit Agreement
and the Notes for periods prior to the Effective Date directly between
themselves.


--------
*        If the Assignee is organized under the laws of a jurisdiction outside
the United States.


<PAGE>   119
                                                                             F-3


         7. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution being made on
Schedule 1 hereto.


<PAGE>   120
                                   Schedule 1
                                       to
                            Assignment and Acceptance
                              Dated _________, 199_



Section 1.

         Percentage Interest:                                            ______%

Section 2.

         Assignee's Commitment:                                          $______
         Aggregate Outstanding Principal
           Amount of Advances owing to the Assignee:                     $______

         Note payable to the order of the Assignee
                                                     Dated:        _______, 199_
                                  Principal amount:   $___________

         Note payable to the order of the Assignor
                                                     Dated:        _______, 199_
                                  Principal amount:                 $___________

Section 3.

         Effective Date*:                                         ________, 199_


[NAME OF ASSIGNEE]                          [NAME OF ASSIGNOR]


By:____________________                     By:____________________
Title:                                      Title:
Address for notices:
[Address]


--------
*        This date should be no earlier than the date of acceptance by the
         Administrative Agent.


<PAGE>   121
                                                                               2


Consented to:

[COMPANY]                                   THE CHASE MANHATTAN BANK, as
                                              Administrative Agent

By:_____________________________            By:________________________________
Title:                                      Title:

Accepted this __ day
of __________, 199_

THE CHASE MANHATTAN BANK, as
  Administrative Agent


By:_______________________________
Title:


<PAGE>   122
                                                                       EXHIBIT G


                          [Letterhead of Process Agent]



                                                            ______________, 199_



To each of the Lenders parties
  to the Credit Agreement (as
  defined and referred to
  below) and to The Chase Manhattan Bank
  as Administrative Agent and
  CAF Advance Agent for said Lenders
c/o The Chase Manhattan Bank
270 Park Avenue
New York, New York  10017

To Tenneco Inc. (to be renamed El Paso
  Tennessee Pipeline Company)
100 North Stanton
El Paso, Texas  79901



Gentlemen:

         Reference is made to that certain $3,000,000,000 Revolving Credit and
Competitive Advance Facility Agreement, dated as of November 4, 1996 (said
Agreement, as it may hereafter be amended, supplemented or otherwise modified
from time to time, being the "Credit Agreement", the terms defined therein being
used herein with the same meaning) among Tenneco Inc. (to be renamed El Paso
Tennessee Pipeline Co.) (the "Company"), certain banks and other financial
institutions from time to time party thereto as Lenders thereunder (the
"Lenders") and The Chase Manhattan Bank, as Administrative Agent and CAF Advance
Agent (in such capacities, the "Administrative Agent" and the "CAF Advance
Agent" for the Lenders).

         Pursuant to Section 9.9(a) of the Credit Agreement, (the "Borrower")
has appointed the undersigned (with an office on the date hereof at 1633
Broadway, New York, New York 10019) as Process Agent to receive on behalf of the
Borrower and its property service of copies of the summons and complaint and any
other process which may be served by the Administrative Agent, the CAF Advance
Agent, any Lender or the holder of any Note in any action or proceeding by the
Administrative Agent, the CAF Advance Agent, any Lender


<PAGE>   123
                                                                             G-2


or the holder of any Note in any New York State or Federal court sitting in New
York City in respect of, but only in respect of, any claims or causes of action
arising out of or relating to the Credit Agreement and the Notes issued pursuant
thereto.

         The undersigned hereby accepts such appointment as Process Agent and
agrees with each of you that (i) the undersigned will not terminate the
undersigned's agency as such Process Agent prior to June 15, 2002 (and hereby
acknowledges that the undersigned has been paid in full by the Borrower for its
services as Process Agent through such date), (ii) the undersigned will maintain
an office in New York City through such date and will give the Administrative
Agent prompt notice of any change of address of the undersigned, (iii) the
undersigned will perform its duties as Process Agent in accordance with Section
9.9(a) of the Credit Agreement and (iv) the undersigned will forward forthwith
to the Borrower at its address specified below copies of any summons, complaint
and other process which the undersigned receives in connection with its
appointment as Process Agent.

         This acceptance and agreement shall be binding upon the undersigned and
all successors of the undersigned.

                                                     Very truly yours,

                                                     CT CORPORATION SYSTEM


                                                     By:_______________________
                                                        Title:


Address of the Borrower:

[Address]


<PAGE>   124
                                                                       EXHIBIT H


                                     FORM OF
                                JOINDER AGREEMENT


                  Reference is made to the $3,000,000,000 Revolving Credit and
CAF Advance Facility Agreement, dated as of November 4, 1996 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement";
terms defined therein being used herein as therein defined), among Tenneco Inc.
(to be renamed El Paso Tennessee Gas Pipeline Company), certain banks and other
financial institutions from time to time party thereto and The Chase Manhattan
Bank, as Administrative Agent and CAF Advance Agent.

                  The undersigned hereby acknowledges that it has received and
reviewed a copy (in execution form) of the Credit Agreement, and agrees to:

         (a)      join the Credit Agreement as a Borrower party thereto;

         (b)      be bound by all covenants, agreements and acknowledgements
                  attributable to a Borrower in the Credit Agreement and any
                  Note to which it is a party; and

         (c)      perform all obligations required of it by the Credit Agreement
                  and any Note to which it is a party.

                  The undersigned hereby represents and warrants that the
representations and warranties with respect to it contained in, or made or
deemed made by it in, Article IV of the Credit Agreement are true and correct on
the date hereof.

                  THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


<PAGE>   125
                                                                             H-2


                  IN WITNESS WHEREOF, the undersigned has caused this Joinder
Agreement to be duly executed and delivered in New York, New York by its proper
and duly authorized officer as of this day of , 199 .

                                           [BORROWER]


                                           By:________________________
                                              Title:


ACKNOWLEDGED AND AGREED TO:

TENNECO INC.
[HOLDING]


By:_____________________________
   Title:


<PAGE>   126
                                                                       EXHIBIT I



                           [FORM OF EXTENSION REQUEST]




                                     [Date]



The Chase Manhattan Bank, as Administrative Agent
270 Park Avenue
New York, New York  10017

Attention:______________

Gentlemen:

                  Reference is made to the $3,000,000,000 Revolving Credit and
Competitive Advance Facility Agreement, dated as of November 4, 1996, among the
undersigned, the Lenders named therein and The Chase Manhattan Bank, as
Administrative Agent and CAF Advance Agent (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

                  This is an Extension Request pursuant to Section 2.23 of the
Credit Agreement requesting an extension of the Stated Termination Date to
[INSERT REQUESTED TERMINATION DATE]. Please transmit a copy of this Extension
Request to each of the Lenders.


                                      TENNECO INC.                       
                                      
                                      
                                      
                                      By____________________________
                                        Title:
                                      

<PAGE>   127
                                                                     EXHIBIT J-1


                 FORM OF OPINION OF GENERAL COUNSEL OF TENNESSEE


                                                               ___________, 1996


To Each of the Lenders, the Administrative Agent
  and the CAF Advance Agent
  Referred to Below
c/o The Chase Manhattan Bank
270 Park Avenue
New York, New York  10017

                                Re: Tenneco Inc.


Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to Section
3.2(b)(vi) of the $3,000,000,000 Revolving Credit and Competitive Advance
Facility Agreement, dated as of November 4, 1996 (the "Credit Agreement"), among
Tenneco Inc. (the "Borrower"), the banks and other financial institutions from
time to time party thereto (each a "Lender," and together the "Lenders"), and
The Chase Manhattan Bank, as Administrative Agent (in such capacity, the
"Administrative Agent") and as CAF Advance Agent (in such capacity, the "CAF
Advance Agent") for the Lenders. Unless the context otherwise requires, all
capitalized terms used herein without definition shall have the meanings
ascribed to them in the Credit Agreement.

                  As General Counsel of the Borrower, I have acted as counsel
for the Borrower in connection with the Credit Agreement. I am familiar with the
Certificate of Incorporation and all amendments thereto, and the by-laws of the
Borrower. I am also familiar with the corporate proceedings of the Borrower
relative to the authorization of the Credit Agreement, the Notes and the Merger
Agreement (collectively, the "Documents") and I, or attorneys over whom I
exercise supervision, have examined such statutes, records, instruments and
documents, and have made such other investigation, as I, or said attorneys, have
deemed necessary for the purposes of this opinion.

                  The opinions expressed below are limited to the federal laws
of the United States, the laws of the State of Illinois and, to the extent
relevant hereto, the General Corporation Law of the State of Delaware, as
currently in effect. In addition, with respect to the opinion expressed in
paragraph 5 below, I have assumed that the laws of the State of Delaware (other
than the General Corporation Law of the State of Delaware) are identical to the
laws of the State of Illinois. I assume no obligation to supplement this opinion
if any 


<PAGE>   128
                                                                             J-2


applicable laws change after the date hereof or if I become aware of any facts
that might change the opinions expressed herein after the date hereof.

                  Based on the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, I am of the following opinion:

1. The Borrower (i) is a corporation duly incorporated and existing in good
standing under the laws of the State of Delaware, (ii) is duly qualified as a
foreign corporation to transaction business in each jurisdiction where the
failure to be so qualified would materially adversely affect its financial
condition or its ability to perform its obligations under the Documents, and
(iii) possesses all the corporate powers necessary to engage in its business and
operations as now conducted.

                  2. The execution, delivery and performance by the Borrower of
         the Documents are within the Borrower's corporate powers and have been
         duly authorized by all necessary corporate action in respect of or by
         the Borrower, and do not contravene (i) the Borrower's Certificate of
         Incorporation or by-laws, each as amended to date, (ii) any federal
         law, rule or regulation applicable to the Borrower or any provision of
         the General Corporation Law of the State of Delaware applicable to the
         Borrower, or (iii) to my knowledge, except with respect to contracts
         where consent has already been obtained, any material contractual
         restriction binding on or affecting the Borrower. The Documents have
         been duly executed and delivered on behalf of the Borrower.

                  3. No authorization or approval or other action by, and no
         notice to or filing with, any federal governmental authority or
         regulatory body (including, without limitation, the FERC) is required
         for the due execution, delivery and performance by the Borrower of the
         Documents, except those required in the ordinary course of business in
         connection with the performance by the Borrower of its obligations
         under certain covenants and warranties contained in the Documents and
         those which have been obtained and are in full force and effect.

                  4. To my knowledge, there is no action, suit or proceeding
         pending or overtly threatened against or involving the Borrower or any
         of its Subsidiaries which, in my reasonable judgment (taking into
         account the exhaustion of all appeals), purports to affect the
         legality, validity, binding effect or enforceability of any Document,
         or, except as set forth in Schedule III to the Credit Agreement, would
         have a material adverse effect upon the consolidated financial
         condition of the Borrower and its consolidated subsidiaries taken as a
         whole.

                  5. The Merger Agreement constitutes the legal, valid and
         binding obligation of the Borrower, enforceable against the Borrower in
         accordance with its terms.

                  My opinions above are subject to (i) applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or similar laws from
time to time in effect 


<PAGE>   129
                                                                             J-3


affecting creditors' rights generally, (ii) general principles of equity
(including, without limitation, standards of materiality, good faith, fair
dealing and reasonableness), whether such principles are considered in a
proceeding at law or in equity and (iii) the qualification that certain
provisions of the Merger Agreement may be unenforceable in whole or in part
under applicable laws (including judicial decisions), but the inclusion of such
provisions does not affect the validity of the Merger Agreement as a whole.

                  These opinions are given as of the date hereof and are solely
for your benefit in connection with the transactions contemplated by the Credit
Agreement. These opinions may not be relied upon by you for any other purpose or
relied upon by any other person for any purpose without my prior written
consent.

                                                     Very truly yours,


<PAGE>   130
                                                                       EXHIBIT K


           FORM OF OPINION OF NEW YORK COUNSEL TO TENNESSEE AND EPNGC



                                 ______ __, 1996


To Each of the Lenders, the Administrative Agent,
 and the CAF Advance Agent Referred to Below
c/o The Chase Manhattan Bank
270 Park Avenue, 10th Floor
New York, New York  10017

           Re: $3,000,000,000 Revolving Credit and Competitive Advance Facility 
                     Agreement dated as of November 4, 1996

Dear Ladies and Gentlemen:

                  We have acted as special New York counsel for Tenneco Inc., a
Delaware corporation (the "Company"), and for El Paso Natural Gas Company, a
Delaware corporation (the "Guarantor"), in connection with the $3,000,000,000
Revolving Credit and Competitive Advance Facility Agreement, dated as of
November 4, 1996 (the "Financing Agreement"), among the Company, the banks and
other financial institutions from time to time party thereto (each a "Lender,"
and together the "Lenders") and The Chase Manhattan Bank, as Administrative
Agent (in such capacity, the "Administrative Agent") and as CAF Advance Agent
(in such capacity, the "CAF Advance Agent") for the Lenders. This opinion is
delivered to you pursuant to Section 3.2(b)(vii) of the Financing Agreement.
Capitalized terms used herein and not otherwise defined have the meanings
assigned such terms in the Financing Agreement. With your permission, all
assumptions and statements of reliance herein have been made without any
independent investigation or verification on our part except to the extent
otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of the assumptions or items upon which we have
relied.

                  In connection with the opinions expressed herein, we have
examined such documents, records and matters of law as we have deemed necessary
for the purposes of this opinion. We have examined, among other documents, the
following:

         (a)      An executed copy of the Financing Agreement;

         (b)      An executed copy of each of the Notes; and

         (c)      An executed copy of the EPNGC Guarantee.


<PAGE>   131
                                                                             K-2


The documents referred to in items (a) and (b) above are referred to herein
collectively as the "Financing Documents" and the documents referred to in items
(a), (b) and (c) above are referred to herein collectively as the "Documents."

                  In all such examinations, we have assumed the legal capacity
of all natural persons executing documents, the genuineness of all signatures,
the authenticity of original and certified documents and the conformity to
original or certified copies of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the opinions
expressed herein, we have relied upon, and assume the accuracy of,
representations and warranties contained in the Documents and certificates and
oral or written statements and other information of or from representatives of
the Company, the Guarantor and others and assume compliance on the part of all
parties to the Documents with their covenants and agreements contained therein.
With respect to the opinions expressed in paragraph (a) below, our opinions are
limited (x) to our actual knowledge, if any, of the Company's and the
Guarantor's specially regulated business activities and properties based solely
upon an officer's certificate in respect of such matters and without any
independent investigation or verification on our part and (y) to our review of
only those laws and regulations that, in our experience, are normally applicable
to transactions of the type contemplated by the Documents.

                  To the extent it may be relevant to the opinions expressed
herein, we have assumed that the parties to the Documents have the power to
enter into and perform such documents and to consummate the transactions
contemplated thereby and that such documents have been duly authorized, executed
and delivered by, and, except as set forth in paragraph (b) with respect to the
Company and the Guarantor, constitute legal, valid and binding obligations of,
such parties.

                  Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that:

         (a) The execution and delivery to the Administrative Agent, the CAF
Advance Agent and the Lenders by the Company or the Guarantor, as the case may
be, of the Documents to which it is a party and the performance by the Company
or the Guarantor, as the case may be, of its obligations thereunder (i) do not
require under present law any filing or registration by the Company or the
Guarantor, as the case may be, with, or approval or consent to the Company or
the Guarantor, as the case may be, of, any governmental agency or authority of
the State of New York that has not been made or obtained except those required
in the ordinary course of business in connection with the performance by the
Company or the Guarantor, as the case may be, of its obligations under certain
covenants and warranties contained in the Documents to which it is a party and
(ii) do not violate any present law, or present regulation of any governmental
agency or authority, of the State of New York applicable to the Company or the
Guarantor, as the case may be, or its property.

         (b) The Financing Documents constitute legal, valid and binding
obligations of the Company enforceable against the Company in accordance with
their respective terms. The EPNGC 


<PAGE>   132
                                                                             K-3


Guarantee constitutes the legal, valid and binding obligation of the Guarantor
enforceable against the Guarantor in accordance with its terms.

         (c)      The borrowings by the Company under the Financing Agreement 
and the applications of the proceeds thereof as provided in the Financing
Agreement will not violate Regulation G, T, U or X of the Board of Governors of
the Federal Reserve System.

                  The opinions set forth above are subject to the following
qualifications:

         (A)      We express no opinion as to:

                         (i)   the validity, binding effect or enforceability
         (a) of any provision of the Documents relating to indemnification,
         contribution or exculpation in connection with violations of any
         securities laws or statutory duties or public policy, or in connection
         with willful, reckless or criminal acts or gross negligence of the
         indemnified or exculpated party or the party receiving contribution; or
         (b) of any provision of any of the Documents relating to exculpation of
         any party in connection with its own negligence that a court would
         determine in the circumstances under applicable law to be unfair or
         insufficiently explicit;

                         (ii)  the validity, binding effect or enforceability
         of (a) (x) any purported waiver, release, variation, disclaimer,
         consent or other agreement to similar effect (all of the foregoing,
         collectively, a "Waiver") by the Company or the Guarantor under the
         Documents to the extent limited by provisions of applicable law
         (including judicial decisions), or to the extent that such a Waiver
         applies to a right, claim, duty, defense or ground for discharge
         otherwise existing or occurring as a matter of law (including judicial
         decisions), except to the extent that such a Waiver is effective under
         and is not prohibited by or void or invalid under provisions of
         applicable law (including judicial decisions) or (y) any Waiver in the
         EPNGC Guarantee insofar as it relates to causes or circumstances that
         would operate as a discharge or release of, or defense available to,
         the Guarantor thereunder as a matter of law (including judicial
         decisions), except to the extent that such a Waiver is effective under
         and is not prohibited by or void or invalid under applicable law
         (including judicial decisions) or (b) any provision of any Document
         relating to choice of governing law to the extent that the validity,
         binding effect or enforceability of any such provision is to be
         determined by any court other than a court of the State of New York or
         (c) any provision of any Document relating to forum selection to the
         extent the forum is a federal court;

                         (iii) the enforceability of any provision in the
         Documents specifying that provisions thereof may be waived only in
         writing, to the extent that an oral agreement or an implied agreement
         by trade practice or course of conduct has been created that modifies
         any provision of the Documents;


<PAGE>   133
                                                                             K-4


                         (iv)  the effect of any law of any jurisdiction other
         than the State of New York wherein the Administrative Agent, the CAF
         Advance Agent or any Lender may be located or wherein enforcement of
         any document referred to above may be sought that limits the rates of
         interest legally chargeable or collectible;

                         (v)   any approval, consent or authorization of the
         Federal Energy Regulatory Commission or any other United States federal
         agency or authority needed in connection with the execution, delivery
         and performance by the Company or the Guarantor of the Documents, the
         consummation of the transactions contemplated thereby and compliance
         with the terms and conditions thereof; and

                         (vi)  the enforceability of any provision in the 
         Documents providing for the performance by the Guarantor of any of the
         Company's nonmonetary obligations under the Documents.

         (B)      Our opinions above are subject to (i) applicable bankruptcy,
insolvency, reorganization, fraudulent transfer, voidable preference, moratorium
or similar laws, and related judicial doctrines, from time to time in effect
affecting creditors' rights and remedies generally, (ii) general principles of
equity (including, without limitation, standards of materiality, good faith,
fair dealing and reasonableness, equitable defenses and limits on the
availability of equitable remedies), whether such principles are considered in a
proceeding at law or in equity and (iii) the qualification that certain other
provisions of the Documents may be unenforceable in whole or in part under the
laws (including judicial decisions) of the State of New York or the United
States of America, but the inclusion of such provisions does not affect the
validity as against the Company or the Guarantor, as the case may be, of the
Documents as a whole, and the Documents contain adequate provisions for
enforcing payment of the obligations governed thereby, subject to the other
qualifications contained in this letter.

         (C)      Our opinions as to enforceability are subject to the effect of
generally applicable rules of law that:

                  (i)   limit the availability of a remedy under certain
         circumstances when another remedy has been elected; and

                  (ii)  may, where less than all of a contract may be
         unenforceable, limit the enforceability of the balance of the contract
         to circumstances in which the unenforceable portion is not an essential
         part of the agreed exchange; and

                  (iii) govern and afford judicial discretion regarding the 
         determination of damages and entitlement to attorneys' fees and other
         costs; and

                  (iv)  may, in the absence of a waiver or consent, discharge a
         guarantor to the extent that guaranteed debt is materially modified.


<PAGE>   134
                                                                             k-5


         (D) For the purposes of the opinion set forth in paragraph (c) above,
we have assumed that (i) none of the Administrative Agent, the CAF Advance Agent
or any of the Lenders has or will have the benefit of any agreement or
arrangement (excluding the Documents) pursuant to which any Advances are
directly or indirectly secured by Margin Stock, (ii) none of the Administrative
Agent, the CAF Advance Agent, any of the Lenders or any of their respective
affiliates has extended or will extend any other credit to the Company directly
or indirectly secured by Margin Stock and (iii) none of the Administrative
Agent, the CAF Advance Agent or any of the Lenders has relied or will rely upon
any Margin Stock as collateral in extending or maintaining any Advances pursuant
to the Financing Agreement.

         (E) For purposes of our opinions above insofar as they relate to the
Company and the Guarantor, we have assumed that (i) each of the Company and the
Guarantor is a corporation validly existing in good standing in its jurisdiction
of incorporation, has all requisite power and authority, and has obtained all
requisite corporate, shareholder, third party and governmental authorizations,
consents and approvals, and made all requisite filings and registrations,
necessary to execute, deliver and perform the Documents to which it is a party
(except to the extent noted in paragraph (a) above), and that such execution,
delivery and performance will not violate or conflict with any law, rule,
regulation, order, decree, judgment, instrument or agreement binding upon or
applicable to the Company or the Guarantor, as the case may be, or its
properties (except to the extent noted in paragraph (a) above), and (ii) the
Documents have been duly executed and delivered by the Company and the
Guarantor, as the case may be.

         (F) Provisions in a guarantee that provide that the guarantor's
liability thereunder shall not be affected by actions or failures to act on the
part of the recipient of the guarantee or by amendments or waivers of provisions
of documents governing the guaranteed obligations might not be enforceable under
circumstances in which such actions, failures to act, amendments or waivers so
radically change the essential nature of the terms and conditions of the
guaranteed obligations that, in effect, a new contract has arisen between such
recipient and the primary obligor on whose behalf the guarantee was issued.

             The opinions expressed herein are limited to the federal laws of 
the United States of America (in the case of the matters covered in paragraph
(c) above) and the laws of the State of New York, as currently in effect, except
that we express no opinion with respect to laws, rules or regulations of the
State of New York, or of any governmental agency or authority thereof,
applicable to companies engaged in the transmission or distribution of gas or
other petroleum products, or as to filings, registrations, approvals or consents
required under or by such laws, rules or regulations.

             We express no opinion as to the compliance or noncompliance, or the
effect of the compliance or noncompliance, of each of the addressees with any
state or federal laws or regulations applicable to each of them by reason of
their status as or affiliation with a federally insured depository institution.


<PAGE>   135
                                                                             K-6


                  The opinions expressed herein are solely for the benefit of
the Administrative Agent, CAF Advance Agent and the Lenders and may not be
relied on in any manner or for any purpose by any other person or entity.

                                    Very truly yours,             
                                    
                                    JONES, DAY, REAVIS & POGUE
                                    
                                    
                                    By:______________________________
                                    

<PAGE>   136
                                                                       EXHIBIT L


         FORM OF OPINION OF [ASSOCIATE] GENERAL COUNSEL OF EPNGC AND/OR
                       SPECIAL DELAWARE COUNSEL FOR EPNGC


                                                            ___________ __, 1996


To Each of the Lenders, the Administrative Agent
  and the CAF Advance Agent
  Referred to Below
c/o The Chase Manhattan Bank
270 Park Avenue
New York, New York  10017

                                            Re:  El Paso Natural Gas Company

Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to Section 3.1(b)(x)
of the $3,000,000,000 Revolving Credit and Competitive Advance Facility
Agreement, dated as of November 4, 1996 (the "Credit Agreement"), among Tenneco
Inc. (the "Borrower"), the banks and other financial institutions from time to
time party thereto (each a "Lender," and together the "Lenders"), and The Chase
Manhattan Bank, as Administrative Agent (in such capacity, the "Administrative
Agent") and as CAF Advance Agent (in such capacity, the "CAF Advance Agent") for
the Lenders. Unless the context otherwise requires, all capitalized terms used
herein without definition shall have the meanings ascribed to them in the Credit
Agreement.

                  I am [Associate] General Counsel of El Paso Natural Gas
Company (the "Guarantor"), and I, or attorneys over whom I exercise supervision,
have acted as counsel for the Guarantor in connection with the preparation,
execution and delivery of the EPNGC Guarantee. In that connection, I or such
attorneys have examined:

                  (1)      the EPNGC Guarantee;

                  (2)      the Credit Agreement, executed by the parties
                           thereto;

                  (3)      the Notes, executed by the Borrower; and

                  (4)      the other documents furnished by the Borrower
                           pursuant to Sections 3.1 and 3.2 of the Credit
                           Agreement.


<PAGE>   137
                                                                             L-2


                  I, or attorneys over whom I exercise supervision, have also
examined the originals, or copies certified to our satisfaction, of the
agreements, instruments and other documents, and all of the orders, writs,
judgments, awards, injunctions and decrees, which affect or purport to affect
the Guarantor's ability to perform the Guarantor's obligations under the EPNGC
Guarantee. In addition, I, or attorneys over whom I exercise supervision, have
examined the originals, or copies certified to our satisfaction, of such other
corporate records of the Guarantor, certificates of public officials and of
officers of the Guarantor, and agreements, instruments and other documents, as I
have deemed necessary as a basis for the opinions hereinafter expressed. In all
such examinations, I, or attorneys over whom I exercise supervision, have
assumed the legal capacity of all natural persons executing documents, the
genuineness of all signatures on original or certified, conformed or
reproduction copies of documents of all parties (other than, with respect to the
EPNGC Guarantee, the Guarantor), the authenticity of original and certified
documents and the conformity to original or certified copies of all copies
submitted to such attorneys or me as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, I have
relied upon, and assume the accuracy of, representations and warranties
contained in the EPNGC Guarantee and certificates and oral or written statements
and other information of or from public officials, officers and/or
representatives of the Guarantor and others.

                  I have assumed that the parties to the Documents other than
the Guarantor have the power to enter into and perform each such Document and
that such Documents have been duly authorized, executed and delivered by, and
constitute legal, valid and binding obligations of, such parties.

                  The opinions expressed below are limited to the federal laws
of the United States, the laws of the State of Texas and, to the extent relevant
hereto, the General Corporation Law of the State of Delaware, as currently in
effect. I assume no obligation to supplement this opinion if any applicable laws
change after the date hereof or if I become aware of any facts that might change
the opinions expressed herein after the date hereof.

                  Based on the foregoing and upon such investigation as we have
deemed necessary, and subject to the limitations, qualifications and assumptions
set forth herein, I am of the following opinion:

                  1. The Guarantor (i) is a corporation duly incorporated and
         existing in good standing under the laws of the State of Delaware, and
         (ii) possesses all the corporate 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.

                  2. The execution, delivery and performance by the Guarantor of
         the EPNGC Guarantee and the Merger Agreement are within the Guarantor's
         corporate powers and have been duly authorized by all necessary
         corporate action in respect of or by the Guarantor, and do not
         contravene (i) the Guarantor's charter or by-laws, each as 


<PAGE>   138
         amended to date, (ii) any federal law, rule or regulation applicable to
         the Guarantor (excluding provisions of federal law expressly referred
         to in and covered by the opinion of Jones, Day, Reavis & Pogue
         delivered to you in connection with the transactions contemplated
         hereby) or any provision of the General Corporation Law of the State of
         Delaware applicable to the Guarantor, or (iii) any contractual
         restriction binding on or affecting the Guarantor. The EPNGC Guarantee
         and the Merger Agreement have been duly executed and delivered on
         behalf of the Guarantor.

                  3. No authorization or approval or other action by, and no
         notice to or filing with, any federal governmental authority or
         regulatory body (including, without limitation, the FERC) is required
         for the due execution, delivery and performance by the Guarantor of the
         EPNGC Guarantee and the Merger Agreement, except those required in the
         ordinary course of business in connection with the performance by the
         Guarantor of its obligations under certain covenants and warranties
         contained in the EPNGC Guarantee or the Merger Agreement and those
         which have been obtained and are in full force and effect.

                  4. To the best of my knowledge, there is no action, suit or
         proceeding pending or overtly threatened against or involving the
         Guarantor or any of the Principal Subsidiaries which, in my reasonable
         judgment (taking into account the exhaustion of all appeals), would
         have a material adverse effect upon the consolidated financial
         condition of the Guarantor and its consolidated Subsidiaries taken as a
         whole, or which purports to affect the legality, validity, binding
         effect or enforceability of the EPNGC Guarantee or the Merger
         Agreement.

                  5. The Merger Agreement constitutes the legal, valid and
         binding obligation of the Borrower, enforceable against the Borrower in
         accordance with its terms.

                  These opinions are given as of the date hereof and are solely
for your benefit in connection with the transactions contemplated by the Credit
Agreement. These opinions may not be relied upon by you for any other purpose or
relied upon by any other person for any purpose without my prior written
consent.


                                                     Very truly yours,



--------
*        To be given by special Delaware counsel for EPNGC.

<PAGE>   139
                                                                       EXHIBIT M


                         FORM OF OPINION OF [ASSOCIATE]
                      GENERAL COUNSEL OF [COMPANY][HOLDING]


                  (a) [Each of the Company and the Borrowing
         Subsidiary][Holding] (i) is a corporation duly incorporated and
         existing in good standing under the laws of the jurisdiction of its
         organization, and (ii) possesses all the corporate 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.

                  (b) The execution and delivery by [the Company and the
         Borrowing Subsidiary][Holding] of the Joinder Agreement and by [the
         Borrowing Subsidiary][Holding] of the Notes made by it and the
         performance by [the Borrowing Subsidiary][Holding] of its obligations
         as a "Borrower" under the Credit Agreement and the Notes made by it are
         within such corporation's corporate powers and have been duly
         authorized by all necessary corporate action in respect of or by [each
         of the Company and the Borrowing Subsidiary (as applicable)][Holding],
         and do not contravene (i) [the Company's or the Borrowing
         Subsidiary's][Holding's] charter or by-laws, each as amended to date,
         (ii) any federal law, rule or regulation applicable to [the Company or
         the Borrowing Subsidiary][Holding] (excluding provisions of federal law
         expressly referred to in and covered by the opinion of [New York
         Counsel] delivered to you in connection with the transactions
         contemplated hereby) or any provision of the General Corporation Law of
         the State of Delaware applicable to such corporation, or (iii) any
         contractual restriction binding on or affecting [the Company or the
         Borrowing Subsidiary][Holding]. The Joinder Agreement has been duly
         executed and delivered on behalf of [the Company and the Borrowing
         Subsidiary][Holding] and the Notes made by [the Borrowing
         Subsidiary][Holding] have been duly executed and delivered on behalf of
         [the Borrowing Subsidiary][Holding].

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any federal governmental authority or
         regulatory body (including, without limitation, the FERC) is required
         for (i) the due execution and delivery by [the Company or the Borrowing
         Subsidiary][Holding] of the Joinder Agreement, (ii) the performance by
         [the Borrowing Subsidiary][Holding] of its obligations as a "Borrower"
         under the Credit Agreement or (iii) the execution, delivery and
         performance by [the Borrowing Subsidiary][Holding] of the Notes made by
         it, except those required in the ordinary course of business in
         connection with the performance by [the Company or the Borrowing
         Subsidiary][Holding] of its obligations under certain covenants and
         warranties contained in the Joinder Agreement, the Credit Agreement and
         the Notes and those which have been obtained and are in full force and
         effect.


<PAGE>   140
                                                                             M-2


                  (d) To the best of my best knowledge, there is no action, suit
         or proceeding pending or overtly threatened against or involving the
         Company or any of the Principal Subsidiaries which, in my reasonable
         judgment (taking into account the exhaustion of all appeals), would
         have a material adverse effect upon the consolidated financial
         condition of the Company and its consolidated Subsidiaries taken as a
         whole, or which purports to affect the legality, validity, binding
         effect or enforceability of the Joinder Agreement, the Credit Agreement
         or the Notes.


<PAGE>   141
                                                                       EXHIBIT N


                           FORM OF OPINION OF NEW YORK
                         COUNSEL OF [COMPANY] [HOLDING]


                  (a) The execution and delivery to the Administrative Agent,
         the CAF Advance Agent and the Lenders by [the Company and the Borrowing
         Subsidiary][Holding] of the Joinder Agreement and by [the Borrowing
         Subsidiary][Holding] of the Notes made by it and the performance by
         [the Borrowing Subsidiary][Holding] of its obligations as a "Borrower"
         under the Credit Agreement and the Notes made by it (i) do not require
         under present law, any filing or registration by [the Company or the
         Borrowing Subsidiary][Holding] with, or approval or consent to [the
         Company or the Borrowing Subsidiary][Holding] of, any governmental
         agency or authority of the State of New York that has not been made or
         obtained, except those, if any, required in the ordinary course of
         business in connection with the performance by [the Company or the
         Borrowing Subsidiary][Holding] of its respective obligations under
         certain covenants and warranties contained in the Joinder Agreement,
         the Credit Agreement and the Notes and (ii) do not violate any present
         law, or present regulation of any governmental agency or authority, of
         the State of New York applicable to [the Company or the Borrowing
         Subsidiary][Holding] or its property.

                  (b) The Joinder Agreement, the Credit Agreement and the Notes
         (as applicable) constitute the legal, valid and binding obligations of
         [each of the Company and the Borrowing Subsidiary][Holding] enforceable
         against [each of the Company and the Borrowing Subsidiary][Holding] in
         accordance with their respective terms.

                  (c) The borrowings by [the Borrowing Subsidiary][Holding]
         under the Credit Agreement and the applications of the proceeds thereof
         as provided in the Credit Agreement will not violate Regulation G, T, U
         or X of the Board of Governors of the Federal Reserve System.


<PAGE>   142
                                                                       EXHIBIT O


                FORM OF OPINION OF COUNSEL OF [EPNGC][TENNESSEE]


                  1. The Certificate of Merger has been duly executed and
delivered by [Tennessee][El Paso Merger Company].

                  2. The Merger has become effective under the General
Corporation Law of the State of Delaware.


<PAGE>   143
                                                                       EXHIBIT P


                                     FORM OF
                                 EPNGC GUARANTEE


                  EPNGC GUARANTEE, dated as of November 4, 1996 (this
"Guarantee"), made by El Paso Natural Gas Company, a Delaware corporation (the
"Guarantor"), in favor of THE CHASE MANHATTAN BANK, as administrative agent (in
such capacity, the "Administrative Agent") for the lenders (the "Lenders")
parties to the Revolving Credit and Competitive Advance Facility Agreement,
dated as of November 4, 1996 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among Tenneco Inc. (to be renamed El
Paso Tennessee Pipeline Co.) ("Tennessee"), the Lenders and The Chase Manhattan
Bank, as Administrative Agent and CAF Advance Agent.


                              W I T N E S S E T H:


                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make Advances to the Borrowers upon the terms and subject to
the conditions set forth therein;

                  WHEREAS, it is a condition to the effectiveness of the Credit
Agreement that the Guarantor shall have executed and delivered this Guarantee to
the Administrative Agent for the ratable benefit of the Lenders; and

                  WHEREAS, following the Merger, the Guarantor will be the
parent of Tennessee and it Subsidiaries, and it is to the advantage of the
Guarantor that the Lenders make the Advances to the Borrowers;

                  NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent and the Lenders to enter into the Credit Agreement and
to induce the Lenders to make their respective Advances to the Borrowers under
the Credit Agreement, the Guarantor hereby agrees with the Administrative Agent,
for the ratable benefit of the Lenders, as follows:

                  1. Defined Terms. (a) Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement, and the following terms shall have the following
meanings:

                  "Contractual Obligation" as to any Person, means any provision
         of any security issued by such Person or of any agreement, instrument
         or other undertaking to which such Person is a party or by which it or
         any of its property is bound.


<PAGE>   144
                                                                             P-2

                  "Governmental Authority" means any nation or government, any
         state or other political subdivision thereof and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                  "Obligations" means the collective reference to the unpaid
         principal of and interest on the Advances and all other obligations and
         liabilities of the Borrowers to the Administrative Agent, the CAF
         Advance Agent and the Lenders (including, without limitation, interest
         accruing at the then applicable rate provided in the Credit Agreement
         after the maturity of the Advances and interest accruing at the then
         applicable rate provided in the Credit Agreement after the filing of
         any petition in bankruptcy, or the commencement of any insolvency,
         reorganization or like proceeding, relating to the Borrowers whether or
         not a claim for post-filing or post-petition interest is allowed in
         such proceeding), whether direct or indirect, absolute or contingent,
         due or to become due, or now existing or hereafter incurred, which may
         arise under, out of, or in connection with, the Credit Agreement or the
         Notes, or any other document made, delivered or given in connection
         with the Credit Agreement or the Notes, in each case whether on account
         of principal, interest, reimbursement obligations, fees, indemnities,
         costs, expenses or otherwise (including, without limitation, all fees
         and disbursements of counsel to the Administrative Agent, the CAF
         Advance Agent or to the Lenders that are required to be paid by the
         Borrowers pursuant to the terms of the Credit Agreement or this
         Agreement).

                  "Requirement of Law" as to any Person, means the certificate
         of incorporation and by-laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or
         any of its property or to which such Person or any of its property is
         subject.

                  (b) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Guarantee shall refer to this Guarantee as a
whole and not to any particular provision of this Guarantee, and Section and
paragraph references are to this Guarantee unless otherwise specified.

                  (c) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  2. Guarantee. (a) Subject to Section 19, the Guarantor hereby
unconditionally and irrevocably guarantees to the Administrative Agent, for the
ratable benefit of the Lenders and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the
Borrowers when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations.

                  (b) The Guarantor further agrees to pay any and all expenses
(including, without limitation, all fees and disbursements of counsel) which may
be paid or incurred by the 


<PAGE>   145
                                                                             P-3


Administrative Agent or any Lender in enforcing, or obtaining advice of counsel
in respect of, any rights with respect to, or collecting, any or all of the
Obligations and/or enforcing any rights with respect to, or collecting against,
the Guarantor under this Guarantee. This Guarantee shall remain in full force
and effect until the Obligations are paid in full and the Commitments are
terminated, notwithstanding that from time to time prior thereto the Borrowers
may be free from any Obligations.

                  (c) No payment or payments made by the Borrowers or any other
Person or received or collected by the Administrative Agent or any Lender from
the Borrowers or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application, at any time or from time to time, in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the Guarantor hereunder which
shall, notwithstanding any such payment or payments, continue until the
Obligations are paid in full and the Commitments are terminated.

                  (d) The Guarantor agrees that whenever, at any time, or from
time to time, it shall make any payment to the Administrative Agent or any
Lender on account of its liability hereunder, it will notify the Administrative
Agent and such Lender in writing that such payment is made under this Guarantee
for such purpose.

                  3. Right of Set-off. Upon the occurrence and continuance of
any Event of Default, the Administrative Agent and each Lender is hereby
irrevocably authorized at any time and from time to time without notice to the
Guarantor, any such notice being expressly waived by the Guarantor, to set off
and appropriate and apply any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Administrative Agent or such Lender to or for the credit or the
account of the Guarantor in its individual capacity, or any part thereof in such
amounts as the Administrative Agent or such Lender may elect, against or on
account of the obligations and liabilities of the Guarantor to the
Administrative Agent or such Lender hereunder and claims of every nature and
description of the Administrative Agent or such Lender against the Guarantor, in
any currency, whether arising hereunder, or under the Credit Agreement or any
Note, as the Administrative Agent or such Lender may elect, whether or not the
Administrative Agent or such Lender has made any demand for payment and although
such obligations, liabilities and claims may be contingent or unmatured. The
Administrative Agent and each Lender shall notify the Guarantor promptly of any
such set-off and the application made by the Administrative Agent or such
Lender, as the case may be, of the proceeds thereof; provided that the failure
to give such notice shall not affect the validity of such set-off and
application. The rights of the Administrative Agent and each Lender under this
paragraph are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Administrative Agent or such
Lender may have.


<PAGE>   146
                                                                             P-4


                  4. No Subrogation. Notwithstanding any payment or payments
made by the Guarantor hereunder, or any set-off or application of funds of the
Guarantor by the Administrative Agent or any Lender, the Guarantor shall not be
entitled to be subrogated to any of the rights of the Administrative Agent or
any Lender against the Borrower or against any collateral security or guarantee
or right of offset held by the Administrative Agent or any Lender for the
payment of the Obligations, nor shall the Guarantor seek or be entitled to seek
any contribution or reimbursement from any Borrowers in respect of payments made
by the Guarantor hereunder, until all amounts owing to the Administrative Agent
and the Lenders by the Borrowers on account of the Obligations are paid in full
and the Commitments are terminated. If any amount shall be paid to the Guarantor
on account of such subrogation rights at any time when all of the Obligations
shall not have been paid in full, such amount shall be held by the Guarantor in
trust for the Administrative Agent and the Lenders, segregated from other funds
of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned
over to the Administrative Agent in the exact form received by the Guarantor
(duly indorsed by the Guarantor to the Administrative Agent, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as
the Administrative Agent may determine.

                  5. Amendments, etc. with respect to the Obligations; Waiver of
Rights. The Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against the Guarantor, and without notice to
or further assent by the Guarantor, any demand for payment of any of the
Obligations made by the Administrative Agent or any Lender may be rescinded by
the Administrative Agent or such Lender, and any of the Obligations continued,
and the Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any Lender, and the Credit Agreement,
any Notes, and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or in
part, as the Administrative Agent (or the Majority Lenders, as the case may be)
may deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Administrative Agent or any Lender for
the payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it
as security for the Obligations or for this Guarantee or any property subject
thereto. When making any demand hereunder against the Guarantor, the
Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on the Borrowers or any other guarantor, and any failure
by the Administrative Agent or any Lender to make any such demand or to collect
any payments from any Borrower or any such other guarantor or any release of any
Borrower or such other guarantor shall not relieve the Guarantor of its
obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Administrative
Agent or any Lender against the Guarantor. For the purposes hereof "demand"
shall include the commencement and continuance of any legal proceedings.


<PAGE>   147
                                                                             P-5


                  6. Guarantee Absolute and Unconditional. The Guarantor waives
any and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent or
any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon this
Guarantee; and all dealings between the Borrowers or the Guarantor, on the one
hand, and the Administrative Agent and the Lenders, on the other, shall likewise
be conclusively presumed to have been had or consummated in reliance upon this
Guarantee. The Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the Borrowers or the
Guarantor with respect to the Obligations. This Guarantee shall be construed as
a continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity, regularity or enforceability of the Credit Agreement or any
Note, any of the Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to
time held by the Administrative Agent or any Lender, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrowers against the Administrative
Agent or any Lender, or (c) any other circumstance whatsoever (with or without
notice to or knowledge of the Borrowers or the Guarantor) which constitutes, or
might be construed to constitute, an equitable or legal discharge of the
Borrowers for the Obligations, or of the Guarantor under this Guarantee, in
bankruptcy or in any other instance. When pursuing its rights and remedies
hereunder against the Guarantor, the Administrative Agent and any Lender may,
but shall be under no obligation to, pursue such rights and remedies as it may
have against the Borrowers or any other Person or against any collateral
security or guarantee for the Obligations or any right of offset with respect
thereto, and any failure by the Administrative Agent or any Lender to pursue
such other rights or remedies or to collect any payments from any Borrower or
any such other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of any
Borrower or any such other Person or of any such collateral security, guarantee
or right of offset, shall not relieve the Guarantor of any liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Administrative Agent or any Lender
against the Guarantor. This Guarantee shall remain in full force and effect and
be binding in accordance with and to the extent of its terms upon the Guarantor
and its successors and assigns thereof, and shall inure to the benefit of the
Administrative Agent and the Lenders, and their respective successors,
indorsees, transferees and assigns, until all the Obligations and the
obligations of the Guarantor under this Guarantee shall have been satisfied by
payment in full and the Commitments shall be terminated, notwithstanding that
from time to time during the term of the Credit Agreement the Borrowers may be
free from any Obligations.

                  7. Reinstatement. This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator 


<PAGE>   148
                                                                             P-6


of, or trustee or similar officer for, any Borrower or any substantial part of
its property, or otherwise, all as though such payments had not been made.

                  8. Payments. The Guarantor hereby agrees that the Obligations
will be paid to the Administrative Agent without set-off or counterclaim in U.S.
Dollars at the office of the Administrative Agent located at 270 Park Avenue,
New York, New York 10017.

                  9. Representations and Warranties. The Guarantor represents
and warrants to the Administrative Agent and the Lenders that:

                  (a) the Guarantor is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         incorporation and has the corporate power and authority and the legal
         right to own and operate its property, to lease the property it
         operates and to conduct the business in which it is currently engaged;

                  (b) the Guarantor has the corporate power and authority and
         the legal right to execute and deliver, and to perform its obligations
         under, this Guarantee, and has taken all necessary corporate action to
         authorize its execution, delivery and performance of this Guarantee;

                  (c) this Guarantee constitutes a legal, valid and binding
         obligation of the Guarantor enforceable in accordance with its terms,
         except as affected by bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting the enforcement of creditors' rights generally, general
         equitable principles and an implied covenant of good faith and fair
         dealing;

                  (d) the execution, delivery and performance of this Guarantee
         will not violate any provision of any Requirement of Law or Contractual
         Obligation of the Guarantor and will not result in or require the
         creation or imposition of any Lien on any of the properties or revenues
         of the Guarantor pursuant to any Requirement of Law or Contractual
         Obligation of the Guarantor other than this Guarantee;

                  (e) no consent or authorization of, filing with, or other act
         by or in respect of, any arbitrator or Governmental Authority and no
         consent of any other Person (including, without limitation, any
         stockholder or creditor of the Guarantor) is required in connection
         with the execution, delivery or performance by the Guarantor of, or the
         validity or enforceability against the Guarantor of, this Guarantee;
         and

                  (f) there is no action, suit or proceeding pending, or to the
         knowledge of the Guarantor threatened, against or involving the
         Guarantor in any court, or before any arbitrator of any kind, or before
         or by any Governmental Authority, (i) with respect to this Guarantee or
         any of the transactions contemplated hereby or (ii) which in the
         reasonable judgment of the Guarantor (taking into account the
         exhaustion of all appeals) has any reasonable likelihood of having a
         material adverse effect on the financial 


<PAGE>   149
         condition or operations of the Guarantor and its consolidated
         Subsidiaries on a consolidated basis.

                  The Guarantor agrees that the foregoing representations and
warranties shall be deemed to have been made by the Guarantor on the date of
each borrowing by the Borrower under the Credit Agreement on and as of such date
of borrowing as though made hereunder on and as of such date.

                  10. Covenants. The Guarantor hereby (a) acknowledges that upon
and from consummation of the Merger and until Holding becomes a Borrower (the
"Applicable Period"), the Guarantor shall be deemed the "Company" under the
Credit Agreement and (b) covenants and agrees with the Administrative Agent and
the Lenders that, upon consummation of the Merger and until the Obligations are
paid in full and the Commitments are terminated, the Guarantor shall comply with
all provisions of the Credit Agreement applicable to the "Company" thereunder
during the Applicable Period as though it were a party to the Credit Agreement.

                  11. Authority of Administrative Agent. The Guarantor
acknowledges that the rights and responsibilities of the Administrative Agent
under this Guarantee with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any option,
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Guarantee shall, as between the Administrative
Agent and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Administrative Agent and the Guarantor, the Administrative Agent
shall be conclusively presumed to be acting as agent for the Lenders with full
and valid authority so to act or refrain from acting, and the Guarantor shall
not be under any obligation, or entitlement, to make any inquiry respecting such
authority.

                  12. Notices. All notices, requests and demands to or upon the
Administrative Agent, any Lender or the Guarantor to be effective shall be in
writing (including telecopier and other readable communication) and mailed by
certified mail, return receipt requested, telecopied or otherwise transmitted or
delivered:

                  (i)   if to the Administrative Agent or any Lender, at its
         address or transmission number for notices provided in subsection 9.2
         of the Credit Agreement; and

                  (ii)  if to the Guarantor, at its address or transmission
         number for notices set forth under its signature below.

                  All such notices and communications shall, if so mailed,
telecopied or otherwise transmitted, be effective when received, if mailed, or
when the appropriate answerback or other evidence of receipt is given, if
telecopied or otherwise transmitted, respectively. The 


<PAGE>   150
                                                                             P-8


Administrative Agent, each Lender and the Guarantor may change its address and
transmission numbers for notices by notice in the manner provided in this
Section.

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

                  14. Integration. This Guarantee represents the agreement of
the Guarantor with respect to the subject matter hereof and there are no
promises or representations by the Administrative Agent or any Lender relative
to the subject matter hereof not reflected herein.

                  15. Amendments in Writing; No Waiver; Cumulative Remedies. (a)
None of the terms or provisions of this Guarantee may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Guarantor and the Administrative Agent, provided that any provision of this
Guarantee may be waived by the Administrative Agent and the Lenders in a letter
or agreement executed by the Administrative Agent or by telex or facsimile
transmission from the Administrative Agent.

                  (b) Neither the Administrative Agent nor any Lender shall by
any act (except by a written instrument pursuant to paragraph 15(a) hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Administrative Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent or
any Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Administrative Agent or such
Lender would otherwise have on any future occasion.

                  (c) The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.

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

                  17. Successors and Assigns. This Guarantee shall be binding
upon the successors and assigns of the Guarantor and shall inure to the benefit
of the Administrative Agent and the Lenders and their successors and assigns.


<PAGE>   151
                  18. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  19. Effectiveness. Notwithstanding any provision contained in
this Guarantee, this Guarantee will not become effective until the Merger has
been consummated.

                  20. Consent to Jurisdiction. (a) The Guarantor hereby
irrevocably submits to the jurisdiction of any New York State or Federal court
sitting in New York City and any appellate court from any thereof in any action
or proceeding by the Administrative Agent, the CAF Advance Agent, any Lender or
the holder of any Note in respect of, but only in respect
of, any claims or causes of action arising out of or relating to this Guarantee
(such claims and causes of action, collectively, being "Permitted Claims"), and
the Guarantor hereby irrevocably agrees that all Permitted Claims may be heard
and determined in such New York State court or in such Federal court. The
Guarantor hereby irrevocably waives, to the fullest extent it may effectively do
so, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any aforementioned court in respect of Permitted Claims. The
Guarantor hereby irrevocably appoints CT Corporation System (the "Process
Agent"), with an office on the date hereof at 1633 Broadway, New York, New York
10019, as its agent to receive on behalf of the Guarantor and its property
service of copies of the summons and complaint and any other process which may
be served by the Administrative Agent, any Lender or the holder of any Note in
any such action or proceeding in any aforementioned court in respect of
Permitted Claims. Such service may be made by delivering a copy of such process
to the Guarantor by courier and by certified mail (return receipt requested),
fees and postage prepaid, both (i) in care of the Process Agent at the Process
Agent's above address and (ii) at the Guarantor's address set forth under its
signature below, and the Guarantor hereby irrevocably authorizes and directs the
Process Agent to accept such service on its behalf. The Guarantor 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. The Guarantor hereby agrees to cause the Process Agent to
deliver to the Administrative Agent by the Closing Date a letter from the
Process Agent agreeing to act as Process Agent for the Guarantor.

                  (b) Nothing in this Section 20 (i) shall affect the right of
any Lender, the holder of any Note or the Administrative Agent or the CAF
Advance Agent to serve legal process in any other manner permitted by law or
affect any right otherwise existing of any Lender, the holder of any Note or the
Administrative Agent or the CAF Advance Agent to bring any action or proceeding
against the Guarantor or its property in the courts of other jurisdictions or
(ii) shall be deemed to be a general consent to jurisdiction in any particular
court or a general waiver of any defense or a consent to jurisdiction of the
courts expressly referred to in subsection (a) above in any action or proceeding
in respect of any claim or cause of action other than Permitted Claims.


<PAGE>   152
                                                                            P-10



                  IN WITNESS WHEREOF, the undersigned has caused this Guarantee
to be duly executed and delivered by its duly authorized officer as of the day
and year first above written.

                              EL PASO NATURAL GAS COMPANY                       
                              
                              
                              
                              By________________________________
                              Title:
                              
                              Address for Notices:
                              
                              1 Paul Kayser Center
                              100 North Stanton Street
                              El Paso, Texas 79901
                              Attention:   Executive Vice President and Chief
                                           Financial Officer
                              Telecopier: (615) 541-5008