<PAGE>   1
                                                                    EXHIBIT 10.G


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


                           EL PASO NATURAL GAS COMPANY


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


                                  $250,000,000
                        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

                                                                            Page
                                                                            ----
                                    ARTICLE I
<TABLE>

<S>                                                                          <C>
                      DEFINITIONS AND ACCOUNTING TERMS......................   1
         SECTION 1.1  Certain Defined Terms.................................   1
         SECTION 1.2  Computation of Time Periods...........................  18
         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..................  19
         SECTION 2.3  Evidence of Debt......................................  20
         SECTION 2.4  CAF Advances..........................................  21
         SECTION 2.5  Procedure for CAF Advance Borrowings..................  21
         SECTION 2.6  CAF Advance Payments..................................  25
         SECTION 2.7  Evidence of Debt......................................  26
         SECTION 2.8  Fees..................................................  26
         SECTION 2.9  Reduction of the Commitments..........................  27
         SECTION 2.10  Repayment of Advances................................  27
         SECTION 2.11  Interest on Revolving Credit Advances................  27
         SECTION 2.12  Additional Interest on Eurodollar Rate
                       Advances.............................................  28
         SECTION 2.13  Interest Rate Determination..........................  28
         SECTION 2.14  Voluntary Conversion of Advances.....................  30
         SECTION 2.15  Optional and Mandatory Prepayments...................  31
         SECTION 2.16  Increased Costs......................................  31
         SECTION 2.17  Increased Capital....................................  32
         SECTION 2.18  Illegality...........................................  33
         SECTION 2.19  Payments and Computations............................  34
         SECTION 2.20  Taxes................................................  35
         SECTION 2.21  Sharing of Payments, Etc.............................  38
         SECTION 2.22  Use of Proceeds......................................  38
         SECTION 2.24  Replacement of Lenders...............................  40

                                   ARTICLE III

                      CONDITIONS OF EFFECTIVENESS AND LENDING...............  40
         SECTION 3.1  Conditions Precedent to Effectiveness of
                      this Agreement........................................  40
         SECTION 3.2  Conditions Precedent to Initial Advances..............  41
         SECTION 3.3  Conditions Precedent to Initial Advances
                      to Any Borrowing Subsidiary or Holding................  42
         SECTION 3.4  Conditions Precedent to Each Borrowing................  43

                                   ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES........................  43
</TABLE>

                                       -i-

<PAGE>   3


                                                                            Page
                                                                            ----
<TABLE>

<S>                                                                          <C>
         SECTION 4.1  Representations and Warranties of the
                      Borrowers.............................................  43

                                    ARTICLE V

                      COVENANTS OF THE BORROWERS............................  47
         SECTION 5.1  Affirmative Covenants.................................  47
         SECTION 5.2  Negative Covenants....................................  49
         SECTION 5.3  Reporting Requirements................................  53
         SECTION 5.4  Restrictions on Material Subsidiaries.................  56

                                   ARTICLE VI

                      GUARANTEE.............................................  56
         SECTION 6.1  Guarantees............................................  56
         SECTION 6.2  No Subrogation........................................  57
         SECTION 6.3  Amendments, etc. with respect to the
                      Obligations; Waiver of Rights.........................  57
         SECTION 6.4  Guarantee Absolute and Unconditional..................  58
         SECTION 6.5  Reinstatement.........................................  59

                                   ARTICLE VII

                      EVENTS OF DEFAULT.....................................  59
         SECTION 7.1  Event of Default......................................  59

                                  ARTICLE VIII

                      THE ADMINISTRATIVE AGENT AND THE CAF ADVANCE AGENT....  63
         SECTION 8.1  Authorization and Action..............................  63
         SECTION 8.2  Administrative Agent's and CAF Advance
                      Agent's Reliance, Etc.................................  64
         SECTION 8.3  Chase and Affiliates..................................  64
         SECTION 8.4  Lender Credit Decision................................  65
         SECTION 8.5  Indemnification.......................................  65
         SECTION 8.6  Successor Administrative Agent and CAF
                      Advance Agent.........................................  65

                                   ARTICLE IX

                      MISCELLANEOUS.........................................  66
         SECTION 9.1  Amendments, Etc.......................................  66
         SECTION 9.2  Notices, Etc..........................................  67
         SECTION 9.3  No Waiver; Remedies...................................  67
         SECTION 9.4  Costs and Expenses; Indemnity.........................  68
         SECTION 9.5  Right of Set-Off......................................  69
         SECTION 9.6  Binding Effect........................................  69
         SECTION 9.7  Assignments and Participations........................  69
         SECTION 9.8  Confidentiality.......................................  72
         SECTION 9.9  Consent to Jurisdiction...............................  73
         SECTION 9.10  GOVERNING LAW........................................  74
         SECTION 9.11  Rate of Interest.....................................  74
         SECTION 9.12  Execution in Counterparts............................  75
</TABLE>


                                      -ii-
<PAGE>   4
                                    SCHEDULE

Schedule I     Commitments, Addresses, Etc.


                                    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 Opinion of [Associate] General Counsel
               of the Company
Exhibit H      Form of Opinion of New York Counsel to the
               Company
Exhibit I      Form of Process Agent Letter
Exhibit J      Form of Joinder Agreement
Exhibit K      Form of Opinion of [Associate] General Counsel of
               the Company
Exhibit L      Form of Opinion of New York Counsel to the Company
Exhibit M      Form of Extension Request


                                      -iii-
<PAGE>   5
         $250,000,000 REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY
AGREEMENT, dated as of November 4, 1996, among EL PASO NATURAL GAS COMPANY, a
Delaware corporation ("EPNGC"), 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 $250,000,000 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) which is in addition to or in replacement of the program evidenced
   by the Receivables Purchase and Sale Agreement (whether or not the
   Receivables Purchase and Sale Agreement shall then be in effect), provided
   that such program is on terms (a) substantially similar to the Receivables
   Purchase and Sale Agreement or (b) customary for
<PAGE>   6
                                                                               2


   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 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 EPNGC, each Borrowing
   Subsidiary and 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.
<PAGE>   7
                                                                               3


         "Borrowing Subsidiary" means each domestic Principal Subsidiary of the
   Company 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.

         "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.
<PAGE>   8
                                                                               4


         "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 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
<PAGE>   9
                                                                               5


   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 Holding becoming a Borrower,
   EPNGC, and (b) thereafter, Holding.

         "Contingent Guaranty" has the meaning assigned to such term in the
   definition of the term "Guaranty" contained in this Section 1.1.

         "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.

         "Debt" means, as to any Person, all Indebtedness of such Person other
   than (a) any Project Financing of such Person, (b) in the case of the Company
   or a Principal Subsidiary, any liabilities of the Company or such Principal
   Subsidiary, as the case may be, under any Alternate Program, or any document
   executed by the Company 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.

         "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
<PAGE>   10
                                                                               6


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

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

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

         "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 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
<PAGE>   11
                                                                               7


   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 any such percentage shall be
   so applicable) for determining the maximum reserve requirement (including,
   but not limited to, any emergency, supplemental or other
<PAGE>   12
                                                                               8


   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 in
   existence on the date of the Merger and not prohibited by the Tennessee
   Facility, or incurred at any time under the Tennessee Facility 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).

         "Existing Facilities" has the meaning assigned to such term in Section
   3.2.

         "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 M 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.
<PAGE>   13
                                                                               9


         "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).

         "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(g).
<PAGE>   14
                                                                              10


         "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 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;
<PAGE>   15
                                                                              11


            (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.

         "Joinder Agreement" means a Joinder Agreement, substantially in the
   form of Exhibit J 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 a material adverse effect on the
   financial condition or operations of the Company and its consolidated
   Subsidiaries on a consolidated basis.
<PAGE>   16
                                                                              12


         "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.

         "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, subject to Section 2.11(a)(ii), (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 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 or an ERISA Affiliate has any liability
   (contingent or otherwise), such plan being maintained pursuant to one or more
   collective bargaining agreements.

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

         "Net 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.
<PAGE>   17
                                                                              13


         "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).

         "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.
<PAGE>   18
                                                                              14


         "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).

         "Project Financing" means any Indebtedness incurred to finance a
   project, other than any portion of such Indebtedness permitting or providing
   for recourse against the Company or any of its 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
   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 earliest to occur of (a) the date on
   which Holding becomes a Borrower hereunder, (b) the date on which Holding
   becomes a "Borrower" under the $750,000,000 Revolving Credit and Competitive
   Advance Facility Agreement, dated as of the date hereof, among EPNGC, the
   lenders parties thereto and Chase, as administrative agent and CAF advance
   agent, and (c) the date on which Holding becomes a "Borrower" under the
   Tennessee Facility.

         "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
<PAGE>   19
                                                                              15


   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 EPNGC (other than a
   Subsidiary of EPNGC) designated by EPNGC 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 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 Holding and from New York counsel to Holding 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, EPNGC 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, subject to Section 2.11(a)(ii), (a) for any
   day prior to the Ratings Change
<PAGE>   20
                                                                              16


   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.

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

         "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.

         "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" means Tenneco Inc., a Delaware corporation, which is to be
   renamed El Paso Tennessee Pipeline Co. after the Merger, and its successors.

         "Tennessee Facility" means the $3,000,000,000 Revolving Credit and
   Competitive Advance Facility Agreement, dated as
<PAGE>   21
                                                                              17


   of November 4, 1996, among Tennessee, the several financial institutions from
   time to time parties thereto, and The Chase Manhattan Bank, as administrative
   agent and CAF advance agent thereunder, as the same may be amended, modified
   or supplemented from time to time.

         "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
<PAGE>   22
                                                                              18


   preceding Business Day) by 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.

         "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 ("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
<PAGE>   23
                                                                              19


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 Natural Gas Company, 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.
323291503, Reference: El Paso Natural Gas Company, 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
<PAGE>   24
                                                                              20


made as a result of any failure to fulfill on or before the date specified for
such Borrowing the applicable 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
<PAGE>   25
                                                                              21


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 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
<PAGE>   26
                                                                              22


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.

         (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
<PAGE>   27
                                                                              23


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 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;
<PAGE>   28
                                                                              24


          (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 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
<PAGE>   29
                                                                              25


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.

         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.
<PAGE>   30
                                                                              26


         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) The Company 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 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                   .050%
   A-/A3                                   II                   .060%
   BBB+/Baa1                              III                   .080%
   BBB/Baa2                                IV                   .100%
   BBB-/Baa3                                V                   .125%
   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
<PAGE>   31
                                                                              27


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 EPNGC.

         SECTION 2.9 Reduction of the Commitments. 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.

         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 (provided that
   notwithstanding the definitions of Moody's Bond Rating and S&P Bond Rating,
   in the case of Eurodollar Rate Advances to EPNGC and its Subsidiaries,
   whether before, on or after the Ratings Change Date, the Eurodollar Rate
   Margin shall be based on the Moody's Bond Rating and S&P Bond Rating of
   EPNGC, and, in the case of all other Borrowers, shall be based on the Moody's
   Bond Rating and S&P Bond Rating of
<PAGE>   32
                                                                              28


   Holding) 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, 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
<PAGE>   33
                                                                              29


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,

          (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.
<PAGE>   34
                                                                              30


         (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 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
<PAGE>   35
                                                                              31


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.

         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
<PAGE>   36
                                                                              32


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 with any guideline or request from any central bank or
other governmental
<PAGE>   37
                                                                              33


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
<PAGE>   38
                                                                              34


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) 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 Natural
Gas Company, 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.
<PAGE>   39
                                                                              35


         (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 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 non-excluded 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
<PAGE>   40
                                                                              36


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 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
<PAGE>   41
                                                                              37


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
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
<PAGE>   42
                                                                              38


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 Borrowers and their respective Subsidiaries,
including, without limitation, for acquisitions and for payment of commercial
paper issued by the Borrowers and to refinance the loans under the Existing
Facilities.

         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
<PAGE>   43
                                                                              39


in Exhibit M, 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 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.
<PAGE>   44
                                                                              40


         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 (the "Effective Date") when (i) it shall
have been executed by EPNGC, the Administrative Agent and the CAF Advance Agent,
(ii) the Administrative Agent and EPNGC either shall have been notified by each
Lender that such Lender has executed it or shall have received a counterpart of
this Agreement executed by such Lender, and (iii) the Administrative Agent shall
have received notice from the "Administrative Agent" under the Tennessee
Facility that the "Effective Date" has occurred, or substantially simultaneously
therewith is occurring, under the Tennessee Facility, and if any Lender is not
also a party to the Tennessee Facility, such Lender shall have received all
documents delivered pursuant to Section 3.1 of the Tennessee Facility, in each
case above, unless waived by the Lenders in accordance with this Agreement.
Anything in this Agreement to the contrary notwithstanding, if all of the
conditions to effectiveness of this Agreement specified in this Section 3.1
shall not have been
<PAGE>   45
                                                                              41


fulfilled on or before December 31, 1996, (i) the Company shall on such date pay
all accrued and unpaid facility fees pursuant to Section 2.8 and (ii) this
Agreement, and all of the obligations of EPNGC, 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 December 31, 1996; provided, however, that as soon
as the Administrative Agent determines that all of the conditions to
effectiveness of this Agreement specified in this Section 3.1 shall have been
fulfilled on or before December 31, 1996, the Administrative Agent shall furnish
written notice to EPNGC, the Lenders and the "Administrative Agent" under the
Tennessee Facility to the effect that it has so determined, and such notice by
the Administrative Agent shall constitute conclusive evidence that this
Agreement shall have become effective for all purposes. Notwithstanding the
foregoing, the obligations of the Company to pay fees pursuant to Section 2.8 as
well as all obligations of the Borrowers pursuant to Section 9.4 shall survive
the termination of this Agreement.

         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 is subject to (the date upon which all conditions listed in Section
3.2(a) and 3.2(b) are satisfied, the "Closing Date") (a) the occurrence of the
Effective Date hereunder and the "Closing Date" under the Tennessee Facility)
and (b) the 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)   Certified copies of the resolutions of the Board of Directors of
   EPNGC 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 EPNGC and governmental approvals to
   EPNGC, if any, with respect to this Agreement and the Notes.

          (ii)  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 this Agreement and the other documents to be delivered by
   it hereunder.

          (iii) A favorable opinion of the General Counsel of EPNGC, or the
   Associate General Counsel of EPNGC, in substantially the form of Exhibit G
   hereto.

          (iv)  A favorable opinion of Jones, Day, Reavis & Pogue, New York
   counsel to EPNGC, in substantially the form of Exhibit H hereto.

          (v)   A letter from the Process Agent, in substantially the form of
   Exhibit I hereto, agreeing to act as Process Agent for EPNGC and to forward
   forthwith all process received by it to EPNGC.
<PAGE>   46
                                                                              42


          (vi)  Evidence satisfactory to the Administrative Agent that all
   advances, accrued interest and other fees and any other amounts (except as
   provided under Section 9.12 of the $750,000,000 Revolving Credit and
   Competitive Advance Facility Agreement, dated as of the date hereof, among
   EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF
   Advance Agent) owing to the lenders and the agents under the $400,000,000
   Revolving Credit and Competitive Advance Facility Agreement and the
   $100,000,000 Revolving Credit and Competitive Advance Facility Agreement,
   each dated as of May 31, 1996 (the "Existing Facilities"), among EPNGC, the
   several financial institutions from time to time parties thereto, and Chase,
   as Administrative Agent and CAF Advance Agent, shall have been paid in full,
   and the commitments to make advances thereunder shall have been cancelled.

         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 (provided that no Subsidiary of Holding which
is not a Subsidiary of EPNGC may become a Borrower hereunder unless Holding is a
Borrower hereunder):

         (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 the Company, given upon the express instructions of the Company,
   in substantially the form of Exhibit K 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.
<PAGE>   47
                                                                              43


         (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 L 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.

         (f)  A letter from the Process Agent, in substantially the form of
   Exhibit I 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) The Company is a corporation duly incorporated, validly existing
   and in good standing under the laws of the State of Delaware. 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 Principal Subsidiary and
<PAGE>   48
                                                                              44


   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.

         (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 EPNGC and its consolidated
   Subsidiaries as at December 31, 1995, and the related consolidated statements
   of income and cash flows of EPNGC and its consolidated Subsidiaries for the
   fiscal year then ended, reported on by Coopers & Lybrand 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 EPNGC and its consolidated Subsidiaries
   as at such date and the consolidated results of
<PAGE>   49
                                                                              45


   the operations of EPNGC 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 EPNGC and its consolidated Subsidiaries as of
   June 30, 1996, and the related consolidated statements of income and cash
   flows of EPNGC and its consolidated Subsidiaries for the six months then
   ended, certified by the chief financial officer of EPNGC, 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 EPNGC
   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 chief financial officer of EPNGC and as disclosed
   therein) and subject to normal year-end audit adjustments.

         (f) 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(e), 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.

         (g) Each of the Company and its Subsidiaries is in compliance with all
   laws, rules, regulations and orders of any governmental authority applicable
   to it or its property except where the failure to comply, individually or in
   the aggregate, would not in the reasonable judgment of the Company be
   expected to result in a Material Adverse Effect.

         (h) 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)
   would have a Material Adverse Effect, or which purports to affect the
   legality, validity, binding effect or enforceability of this Agreement or the
   Notes.
<PAGE>   50
                                                                              46


         (i) The Company, 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, the appropriate Subsidiary or the appropriate Restricted Affiliate.

         (j) The Company, 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, 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.

         (k) 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).

         (l) 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.

         (m) The statement of assets and liabilities of each Plan other than,
   prior to the Merger, any Plan of Tennessee or any of its Subsidiaries and the
   statements of changes in fund balance and in financial position, or the
   statement of changes in net assets available for plan benefits, for the most
   recent plan year for which an accountant's report with respect to such Plan
   has been prepared, copies of which report have been furnished to the
   Administrative Agent, 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.

         (n) Neither the Company nor any ERISA Affiliate has incurred, or is
   reasonably expected to incur, any Withdrawal Liability to any Multiemployer
   Plan which, when aggregated with all other amounts required to be paid to
   Multiemployer Plans in connection with Withdrawal Liability (as of the date
   of determination), would exceed 10% of the Net Worth of the Company.
<PAGE>   51
                                                                              47


         (o) Neither the Company nor any ERISA Affiliate has received any
   notification that any Multiemployer Plan is in reorganization, insolvent or
   has been terminated, within the meaning of Title IV of ERISA, and no
   Multiemployer Plan is reasonably expected to be in reorganization, 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).

         (p) 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 the Company) for the purpose of purchasing or carrying Margin
   Stock.

         (q) 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.

         (r) 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.

         (s) 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. 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 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).
<PAGE>   52
                                                                              48


         (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) 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
<PAGE>   53
                                                                              49


   which the Company, such Subsidiary or such Restricted Affiliate operates.

         (g) Holding. Once Holding is formed, cause (i) Holding to execute and
   deliver a guaranty (in form and substance reasonably satisfactory to the
   Administrative Agent) (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.

         SECTION 5.2 Negative Covenants. 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 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 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
<PAGE>   54
                                                                              50


         at the time of such acquisition and (except as otherwise permitted
         under clause (F) below) 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;

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

              (F)  Liens on assets of Tennessee and its Subsidiaries existing
         immediately prior to the Merger and not prohibited by the Tennessee
         Facility.

         (b)  Consolidated Debt and Guarantees to Capitalization. (i) Permit 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 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,
<PAGE>   55
                                                                              51


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 Tennessee Facility or the $750,000,000 Revolving Credit
and Competitive Advance Facility Agreement, dated as of the date hereof, among
EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF
Advance Agent, (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)  any sale of receivables and related rights pursuant to any
         Alternate Program;

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

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

              (v)   any sale of Margin Stock;

              (vi)  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>   56
                                                                              52


              (vii)  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;

              (viii) any transfer permitted by Section 5.2(e);

              (ix)   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; and

              (x)    so long as the Tennessee Facility is in effect, any sale,
         lease or other transfer of assets of Tennessee and its Subsidiaries,
         provided that the commitments, if any, outstanding under the Tennessee
         Facility are reduced by an amount equal to the net cash proceeds
         thereof (after provision for taxes, holdbacks, reserves and all costs
         and expenses arising from, or attributable to, such transaction) to the
         extent required under the Tennessee Facility.

         (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) 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 (ii) 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),
<PAGE>   57
                                                                              53


   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.

         SECTION 5.3 Reporting Requirements. 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, the Company 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 EPNGC and, following its formation, Holding, a consolidated balance
   sheet of each of 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 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 the Company and accompanied by
   a certificate of such officer stating (i) whether or not such officer has
   knowledge of the occurrence of any Event of Default 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 EPNGC and, following its
   formation, Holding, a copy of the annual report for such year for each of
   EPNGC and, following its formation, Holding and its respective consolidated
   Subsidiaries containing financial statements for such year
<PAGE>   58
                                                                              54


   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) 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 (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, 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, 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 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;
<PAGE>   59
                                                                              55


         (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;

         (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
<PAGE>   60
                                                                              56


   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

                                   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
<PAGE>   61
                                                                              57


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 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
<PAGE>   62
                                                                              58


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 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
<PAGE>   63
                                                                              59


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

         SECTION 7.1 Event of Default. If any of the following events ("Events
of Default") shall occur and be continuing:
<PAGE>   64
                                                                              60


         (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; or

         (d) The Company, any Principal Subsidiary or any Restricted Affiliate
   shall fail to pay any Debt or Guaranty (excluding Debt incurred pursuant
   hereto) of the Company, 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 or disposal of Margin Stock, or
<PAGE>   65
                                                                              61


   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) The Company, 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 the Company, 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 the Company,
   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) the Company, 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 the Company, 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
<PAGE>   66
                                                                              62


   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

         (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 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, EPNGC or Holding, a Subsidiary of EPNGC or
   Holding or any employee benefit plan maintained for employees of 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 EPNGC or Holding entitled to vote in
   elections for directors of 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 EPNGC or Holding following the
   completion of such tender offer more than half of the directors of 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
<PAGE>   67
                                                                              63


   now or hereafter existing of the Company or any Principal Subsidiary or
   Restricted Affiliate as the result of any change of control of the Company;
   or

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

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
<PAGE>   68
                                                                              64


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 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.
<PAGE>   69
                                                                              65


         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 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
<PAGE>   70
                                                                              66


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.


                                   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, 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 any Restricted
Affiliate from its guarantee in Article VI, the Holding Guarantee or any
Restricted Affiliate Guarantee, as the
<PAGE>   71
                                                                              67


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 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.
<PAGE>   72
                                                                              68


         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 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
<PAGE>   73
                                                                              69


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 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
<PAGE>   74
                                                                              70


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
<PAGE>   75
                                                                              71


by the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) such 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
EPNGC, 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
<PAGE>   76
                                                                              72


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 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
<PAGE>   77
                                                                              73


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 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
<PAGE>   78
                                                                              74


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.

         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 
<PAGE>   79
                                                                              75


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>   80
                                                                              76


         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.


                                       EL PASO NATURAL GAS COMPANY



                                       By: /s/ H. Brent Austin
                                          -------------------------------------
                                       Title: Executive Vice President and
                                              Chief Financial Offier


                                       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: Vice 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



                                       BANK OF AMERICA ILLINOIS



                                       By: /s/ Claire Liu
                                          -------------------------------------
<PAGE>   81
                                                                              77


                                       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
                                          -------------------------------------
                                       Title:  Vice President


                                       BANQUE NATIONALE DE PARIS, HOUSTON
                                         AGENCY



                                       By: /s/ Mike Shryock
                                          -------------------------------------
                                       Title: Vice President
<PAGE>   82
                                                                              78


                                       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


                                       CIBC INC.



                                       By: /s/ Gary C. Gaskill
                                          -------------------------------------
                                       Title: Authorized Signatory



                                       CITIBANK, N.A.



                                       By: /s/ Chris Lyons
                                          -------------------------------------
                                       Title: Vice President
<PAGE>   83
                                                                              79


                                       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


                                       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
<PAGE>   84
                                                                              80


                                       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


                                       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
<PAGE>   85
                                                                              81


                                       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
                                          -------------------------------------
                                       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
<PAGE>   86
                                                                              82


                                       NATIONAL WESTMINSTER BANK PLC
                                         NEW YORK BRANCH



                                       By: /s/ Paul K. Carter
                                          -------------------------------------
                                       Title: Manager & Vice President


                                       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


                                       ROYAL BANK OF CANADA



                                       By: /s/ J.D. Frost
                                          -------------------------------------
                                       Title: Senior Manager
<PAGE>   87
                                                                              83


                                       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


                                       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
<PAGE>   88
                                                                              84


                                       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>   89
                                                                      SCHEDULE I


                          COMMITMENTS, ADDRESSES, ETC.



<TABLE>
<CAPTION>
Name and Address of Lender                       Amount of Commitment
--------------------------                       --------------------

<S>                                              <C>        
The Chase Manhattan Bank                         $10,625,000
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. Houston Agency               $ 2,500,000
Three Riverway, Suite 1700
Houston, Texas  77056
Attention:   H. Gene Shiels
Telephone:   713-964-3326
Telecopier:  713-629-7533

Australia and New Zealand                        $ 2,500,000
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                         $ 7,812,500
231 South LaSalle
Chicago, Illinois  60697
Attention:   Gloria Turner
Telephone:   312-828-4575
Telecopier:  312-974-9626

Bank of Montreal                                 $ 7,812,500
700 Louisiana, Suite 4400
Houston, Texas  77002
Attention:   Jane Wiley
Telephone:   713-546-9744
Telecopier:  713-223-4007

The Bank of New York                             $ 7,812,500
One Wall Street, 19th Floor
New York, New York  10286
Attention:   Nina Russo
Telephone:   212-635-7921
Telecopier:  212-635-7923
</TABLE>
<PAGE>   90
                                                                               2


<TABLE>
<CAPTION>
Name and Address of Lender                       Amount of Commitment
--------------------------                       --------------------

<S>                                              <C>        
The Bank of Nova Scotia                          $7,812,500
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.               $7,812,500
1100 Louisiana, Suite 2800
Houston, Texas  77002
Attention:   Michael Meiss
Telephone:   713-655-3815
Telecopier:  713-655-3855

Banque Nationale de Paris,                       $4,062,500
Houston Agency
333 Clay, Suite 3400
Houston, Texas  77002
Attention:   Mike Shryock
Telephone:   713-951-1224
Telecopier:  713-659-1414

Barclays Bank PLC                                $7,812,500
222 Broadway
New York, New York  10038
Attention:   Director -
  Structured Finance
Telephone:   212-412-7570
Telecopier:  212-412-7511

Bayerische Vereinsbank AG,                       $2,500,000
 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
</TABLE>
<PAGE>   91
                                                                               3


<TABLE>
<CAPTION>
Name and Address of Lender                       Amount of Commitment
--------------------------                       --------------------

<S>                                              <C>        
Caisse Nationale de Credit Agricole              $2,500,000
55 East Monroe Street, Suite 4700
Chicago, Illinois  60303
Attention:   Rosemary Brown
Telephone:   312-917-7420
Telecopier:  312-372-4421

Canadian Imperial Bank of Commerce               $7,812,500
909 Fannin Street, Suite 1200
Houston, Texas  77010
Attention:   Mark Wolf
Telephone:   713-655-5226
Telecopier:  713-650-3727

Citibank, N.A.                                   $9,375,000
One Court Square
Long Island City, New York  11120
Attention:   Leena Caligiure
Telephone:   718-248-5762
Telecopier:  718-248-4844/4845

Commerzbank Aktiengesellschaft,                  $7,812,500
 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                  $7,812,500
1000 Louisiana Street, Suite 5360
Houston, Texas  77002
Attention:   Bernadette Archie
Telephone:   713-753-8723
Telecopier:  713-751-0307

Credit Suisse                                    $7,812,500
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.                   $4,062,500
One World Trade Center, Suite 4911
New York, New York  10048
Attention:   Tina Brucculeri
Telephone:   212-432-6643
Telecopier:  212-912-1879
</TABLE>
<PAGE>   92
                                                                               4


<TABLE>
<CAPTION>
Name and Address of Lender                       Amount of Commitment
--------------------------                       --------------------

<S>                                              <C>        
Deutsche Bank AG New York and/                   $2,500,000
  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                $4,062,500
75 Wall Street
New York, New York  10005
Attention:   Charles Lin
Telephone:   212-429-2608
Telecopier:  212-429-2129

First National Bank of Boston                    $2,500,000
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               $7,812,500
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            $7,812,500
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 Japan                     $4,062,500
 Trust Company
Allen Three Center
333 Clay, Suite 4850
Houston, Texas  77002
Attention:   W. Lynn Williford
Telephone:   713-651-9444
Telecopier:  713-651-9209
</TABLE>
<PAGE>   93
                                                                               5


<TABLE>
<CAPTION>
Name and Address of Lender                       Amount of Commitment
--------------------------                       --------------------

<S>                                              <C>        
Kredietbank N.V., Grand Cayman Branch            $4,062,500
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

The Long-Term Credit Bank of Japan, Ltd.         $7,812,500
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.                                $7,812,500
1100 Louisiana, Suite 3600
Houston, Texas  77002
Attention:   Janet Jenkins
Telephone:   713-759-3040
Telecopier:  713-650-3409

Morgan Guaranty Trust Company of                 $7,812,500
 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                    $4,062,500
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>   94
                                                                               6


<TABLE>
<CAPTION>
Name and Address of Lender                       Amount of Commitment
--------------------------                       --------------------

<S>                                              <C>        
Nationsbank of Texas, N.A.                       $7,812,500
700 Louisiana, 8th Floor
Houston, Texas  77002
Attention:   Patrick M. Delaney
Telephone:   713-247-7373
Telecopier:  713-247-6568

Norinchukin Bank, New York Branch                $4,062,500
245 Park Avenue, 29th Floor
New York, New York
Attention:   Shinichi Saitoh
Telephone:   212-949-7188
Telecopier:  212-697-5754

PNC Bank, National Association                   $7,812,500
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                             $7,812,500
600 Wilshire Boulevard, Suite 800
Los Angeles, California  90017
Attention:   Doug Frost
Telephone:   213-955-5310
Telecopier:  213-955-5350

The Sakura Bank, Limited -                       $4,062,500
 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 Dallas Agency             $4,062,500
2200 Ross Avenue, Suite 4100W
Dallas, Texas  75201
Attention:   Robert Smith
Telephone:   214-665-0222
Telecopier:  214-741-6535

Societe Generale                                 $7,812,500
Trammell Crow Center
2001 Ross Avenue, Suite 4800
Dallas, Texas  75201
Attention:   Angela Aldridge
Telephone:   214-979-2792
Telecopier:  214-754-0171
</TABLE>
<PAGE>   95
                                                                               7


<TABLE>
<CAPTION>
Name and Address of Lender                       Amount of Commitment
--------------------------                       --------------------

<S>                                              <C>        
The Sumitomo Bank, Limited,                      $7,812,500
 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, New York Branch         $2,500,000
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.                   $7,812,500
909 Fannin Street, 17th Floor
Houston, Texas   77010
Attention:   Lisa Allison
Telephone:   713-653-8244
Telecopier:  713-951-9921

Union Bank of Switzerland,                       $7,812,500
 Houston Agency
1100 Louisiana, Suite 4500
Houston, Texas  77002
Attention:   Evans Swann
Telephone:   713-655-6500
Telecopier:  713-655-6555

The Yasuda Trust & Banking, Co., Ltd.            $4,062,500
666 Fifth Avenue, Suite 801
New York, New York  10103
Attention:   Eric N. Pelletier
Telephone:   212-373-5734
Telecopier:  212-373-5796
</TABLE>
<PAGE>   96
                                                                       EXHIBIT A



                                  FORM OF NOTE



$______________                                               New York, New York
                                                              ________ ___, 1996


         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 $250,000,000
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 El Paso Natural Gas 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
<PAGE>   97
                                                                             A-2

and (c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement.

         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>   98
                                                              Schedule A to Note


           ADVANCES, CONVERSIONS AND REPAYMENTS OF BASE RATE ADVANCES


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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   99
                                                              Schedule B to Note


 ADVANCES, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR RATE ADVANCES


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                                                               
            Amount of        Amount Converted    Interest Period and     Amount of Principal of
         Eurodollar Rate    to Eurodollar Rate   Eurodollar Rate with        Eurodollar Rate   
 Date       Advances             Advances          Respect Thereto           Advances Repaid   
<S>      <C>                <C>                  <C>                     <C>                   
-----------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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


<CAPTION>

-------------------------------------------------------------------  
            Amount of Eurodollar                                     
                Rate Advances        Unpaid Principal                
              Converted to Base    Balance of Eurodollar   Notation  
 Date           Rate Advances          Rate Advances       Made By   
<S>         <C>                    <C>                     <C>       
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
                                                                     
-------------------------------------------------------------------  
</TABLE>
<PAGE>   100
                                                                       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:  El Paso Natural Gas Company


Ladies and Gentlemen:

              The undersigned, EL PASO NATURAL GAS COMPANY, refers to the
$250,000,000 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>   101
                                                                             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,

                                            EL PASO NATURAL GAS COMPANY



                                            By_________________________
                                              Title:
<PAGE>   102
                                                                       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 $250,000,000 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 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>   103
                                                                       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 $250,000,000 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.

              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>
<S>                                        <C>       
===============================================================================
CAF Advance Date:          _________       Aggregate Maximum Amount: $_________
                           _, 199__

===============================================================================
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>

                                       Very truly yours,

                                       [NAME OF CAF ADVANCE LENDER]


                                       By_____________________________
                                         Name:
                                         Title:
                                         Telephone No.:
                                         Telecopy No.:

___________________

* 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>   104
                                                                       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 $250,000,000 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.

              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>   105
                                                                       EXHIBIT F

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

                            Dated _____________, 199__


                  Reference is made to the $250,000,000 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 EL PASO NATURAL GAS COMPANY, 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 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 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

<PAGE>   106
                                                                             F-2
 

Assignor in an amount equal to the Commitment retained by the Assignor under the
Credit Agreement, respectively, as specified on Schedule 1 hereto.

                  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.

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

<PAGE>   107
                                                                             F-3


                  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.

                  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>   108
                                   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]


Consented to:

EL PASO NATURAL GAS COMPANY                        THE CHASE MANHATTAN BANK, as
                                                       Administrative Agent

By:________________________                            By:_____________________
Title:                                                 Title:

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

<PAGE>   109
                                                                               2


Accepted this __ day
of __________, 199_

THE CHASE MANHATTAN BANK, as
  Administrative Agent


By:__________________________
Title:

<PAGE>   110
                                                                       EXHIBIT G



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

                                                            ___________ __, 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
3.2(b)(iii) of the $250,000,000 Revolving Credit and Competitive Advance
Facility Agreement, dated as of November 4, 1996 (the "Credit Agreement"), among
El Paso Natural Gas Company (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 the Borrower, and I, or
attorneys over whom I exercise supervision, have acted as counsel for the
Borrower in connection with the preparation, execution and delivery of the
Credit Agreement. In that connection, I or such attorneys have examined:

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

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

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

                  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 Borrower's ability to perform the Borrower's obligations under the Credit
Agreement or the Notes (collectively referred to herein as the "Documents"). In
addition, I, or attorneys over whom I exercise

<PAGE>   111
                                                                             G-2


supervision, have examined the originals, or copies certified to our
satisfaction, of such other corporate records of the Borrower, certificates of
public officials and of officers of the Borrower, 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 Documents, the Borrower), 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 Credit Agreement and certificates and oral or written
statements and other information of or from public officials, officers and/or
representatives of the Borrower and others.

                  I have assumed that the parties to the Documents other than
the Borrower have the power to enter into and perform such documents 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 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 Borrower (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 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 charter or
         by-laws, each as amended to date, (ii) any federal law, rule or
         regulation applicable to the Borrower (excluding provisions of federal
         law expressly referred to in and covered by the

<PAGE>   112
                                                                            G-3


         opinion of Jones, Day, Reavis & Pogue delivered to you in connection
         with the transactions contemplated hereby) or any provision of the
         General Corporation Law or the State of Delaware applicable to the
         Borrower, or (iii) any 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.

                  4. To the best of my knowledge, there is no action, suit or
         proceeding pending or overtly threatened against or involving the
         Borrower 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 Borrower and its consolidated Subsidiaries taken as a
         whole, or which purports to affect the legality, validity, binding
         effect or enforceability of any Document.

                  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>   113
                                                                       EXHIBIT H


               FORM OF OPINION OF NEW YORK COUNSEL TO THE COMPANY

                                 ______ __, 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: $250,000,000 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 El Paso Natural
Gas Company, a Delaware corporation (the "Company"), in connection with the
$250,000,000 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)(iv) 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; and

                  (b)    An executed copy of each of the Notes.

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

<PAGE>   114
                                                                             H-2


                  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 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 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, 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 of the Documents and the
performance by the Company of its obligations thereunder (i) do not require
under present law any filing or registration by the Company with, or approval or
consent to the Company 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 of
its obligations under certain covenants and warranties contained in the
Documents 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 its property.

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

<PAGE>   115
                                                                             H-3
                

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) any
         purported waiver, release, variation, disclaimer, consent or other
         agreement to similar effect (all of the foregoing, collectively, a
         "Waiver") by the Company 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), (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;

                  (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; and

<PAGE>   116
                                                                             H-4


                           (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 of the Documents, the consummation of
         the transactions contemplated thereby and compliance with the terms and
         conditions thereof.

         (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 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.

         (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.

<PAGE>   117
                                                                             H-5


         (E) For purposes of our opinions above insofar as they relate to the
Company, we have assumed that (i) the Company 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 its properties (except
to the extent noted in paragraph (a) above), and (ii) the Documents have been
duly executed and delivered by the Company.

                  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.

                  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>   118
                                                                       EXHIBIT I


                          [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 El Paso Natural Gas Company
100 North Stanton
El Paso, Texas  79901

                           El Paso Natural Gas Company
                           ---------------------------

Gentlemen:

        Reference is made to that certain $250,000,000 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 El Paso Natural Gas Company (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 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.

<PAGE>   119
                                                                             I-2


        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>   120
                                                                       EXHIBIT J

                                     FORM OF
                                JOINDER AGREEMENT

         Reference is made to the $250,000,000 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 El Paso Natural Gas Company
(the "EPNGC"), 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>   121
                                                                             J-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:

[EL PASO NATURAL GAS COMPANY]
[HOLDING]


By:________________________
   Title:

<PAGE>   122
                                                                       EXHIBIT K


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



                  (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

<PAGE>   123
                                                                             K-2


         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.

                  (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>   124
                                                                       EXHIBIT L

                           FORM OF OPINION OF NEW YORK
                             COUNSEL TO THE COMPANY


                  (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>   125
                                                                       EXHIBIT M


                           [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 $250,000,000 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.


                                       EL PASO NATURAL GAS COMPANY



                                       By _________________________
                                       Title: