exv10wv






EXHIBIT 10.V




EXECUTION VERSION




THIRD AMENDED AND RESTATED

CREDIT AGREEMENT




dated as of



November 16, 2007

among



EL PASO CORPORATION,



EL PASO NATURAL GAS COMPANY and

TENNESSEE GAS PIPELINE COMPANY,

as Borrowers



The Lenders Party Hereto




and



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent



 





CITICORP NORTH AMERICA, INC.,

Syndication Agent



ABN AMRO BANK N.V., BANK OF AMERICA, N.A. and

DEUTSCHE BANK SECURITIES INC.,

Co-Documentation Agents



CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC.,

as Joint Bookrunners and Co-Lead Arrangers


















 








TABLE OF CONTENTS




 





	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

	Definitions 

	 
	 	 	 	 
	Section 1.01. Defined Terms
	 	 	1	 
	Section 1.02. Terms Generally
	 	 	22	 
	Section 1.03. Accounting Terms; GAAP
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 2

	The Credits 

	 
	 	 	 	 
	Section 2.01. Commitments
	 	 	23	 
	Section 2.02. Loans and Borrowings
	 	 	23	 
	Section 2.03. Requests for Borrowings
	 	 	23	 
	Section 2.04. Letters of Credit
	 	 	24	 
	Section 2.05. Funding Of Borrowings
	 	 	28	 
	Section 2.06. Interest Elections
	 	 	29	 
	Section 2.07. Optional and Mandatory Termination and Reduction of Commitments
	 	 	30	 
	Section 2.08. Repayment of Loans; Evidence of Debt
	 	 	31	 
	Section 2.09. Optional and Mandatory Prepayment of Loans
	 	 	32	 
	Section 2.10. Fees
	 	 	32	 
	Section 2.11. Interest
	 	 	33	 
	Section 2.12. Alternate Rate of Interest
	 	 	34	 
	Section 2.13. Increased Costs
	 	 	34	 
	Section 2.14. Break Funding Payments
	 	 	36	 
	Section 2.15. Taxes
	 	 	36	 
	Section 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-Offs
	 	 	37	 
	Section 2.17. Mitigation Obligations; Replacement of Lenders
	 	 	39	 
	 
	 	 	 	 
	ARTICLE 3

	Conditions

	 
	 	 	 	 
	Section 3.01. Effective Date; Conditions to Initial Credit Event
	 	 	40	 
	Section 3.02. Each Credit Event
	 	 	42	 
	Section 3.03. Changes In Lenders And Commitments
	 	 	43	 
	 
	 	 	 	 
	ARTICLE 4

	Representations and Warranties

	 
	 	 	 	 
	Section 4.01. Organization; Powers
	 	 	44	 
	Section 4.02. Authorization
	 	 	44	 
	Section 4.03. Governmental Approvals; No Conflicts
	 	 	44	 
	Section 4.04. Binding Obligation; Enforceability
	 	 	44	 
	Section 4.05. Financial Condition
	 	 	44	 






Third Amended and Restated Credit Agreement

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	 	 	Page	 
	Section 4.06. Compliance with Laws and Agreements
	 	 	45	 
	Section 4.07. Litigation
	 	 	45	 
	Section 4.08. Taxes
	 	 	46	 
	Section 4.09. Properties
	 	 	46	 
	Section 4.10. ERISA
	 	 	46	 
	Section 4.11. Investment Company Act
	 	 	47	 
	Section 4.12. Federal Reserve Regulations
	 	 	47	 
	Section 4.13. Collateral
	 	 	47	 
	Section 4.14. Environmental Matters
	 	 	47	 
	Section 4.15. Disclosure
	 	 	47	 
	Section 4.16. Subsidiaries
	 	 	47	 
	 
	 	 	 	 
	ARTICLE 5

	Affirmative Covenants

	 
	 	 	 	 
	Section 5.01. Preservation of Existence
	 	 	48	 
	Section 5.02. Compliance with Laws
	 	 	48	 
	Section 5.03. Visitation Rights
	 	 	48	 
	Section 5.04. Books and Records
	 	 	48	 
	Section 5.05. Maintenance of Properties
	 	 	48	 
	Section 5.06. Maintenance of Insurance
	 	 	48	 
	Section 5.07. Security Interests in Collateral
	 	 	49	 
	Section 5.08. Reporting Requirements
	 	 	49	 
	Section 5.09. Collateral Reporting
	 	 	51	 
	 
	 	 	 	 
	ARTICLE 6

	Negative Covenants 

	 
	 	 	 	 
	Section 6.01. Liens
	 	 	51	 
	Section 6.02. Financial Covenants
	 	 	53	 
	Section 6.03. Debt
	 	 	53	 
	Section 6.04. Disposition of Property or Assets
	 	 	54	 
	Section 6.05. Mergers
	 	 	56	 
	Section 6.06. Use of Proceeds
	 	 	57	 
	Section 6.07. Transactions with Affiliates
	 	 	57	 
	Section 6.08. Restrictive Agreements
	 	 	57	 
	 
	 	 	 	 
	ARTICLE 7

	Events of Default 

	 
	 	 	 	 
	ARTICLE 8

	Company Guarantee 

	 
	 	 	 	 
	Section 8.01. Company Guarantee
	 	 	61	 
	Section 8.02. No Subrogation
	 	 	62	 
	Section 8.03. Amendments, etc. with Respect to the Obligations
	 	 	62	 
	Section 8.04. Guarantee Absolute and Unconditional
	 	 	62	 






Third Amended and Restated Credit Agreement

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	 	 	Page	 
	Section 8.05. Reinstatement
	 	 	63	 
	 
	 	 	 	 
	ARTICLE 9

	The Agents 

	 
	 	 	 	 
	ARTICLE 10

	Miscellaneous 

	 
	 	 	 	 
	Section 10.01. Notices
	 	 	65	 
	Section 10.02. Waivers; Amendments
	 	 	67	 
	Section 10.03. Expenses; Indemnity; Damage Waiver
	 	 	69	 
	Section 10.04. Successors and Assigns
	 	 	70	 
	Section 10.05. Survival
	 	 	74	 
	Section 10.06. Counterparts; Integration; Effectiveness
	 	 	74	 
	Section 10.07. Severability
	 	 	74	 
	Section 10.08. Right of Setoff
	 	 	74	 
	Section 10.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	75	 
	Section 10.10. Waiver Of Jury Trial
	 	 	75	 
	Section 10.11. Headings
	 	 	76	 
	Section 10.12. Confidentiality
	 	 	76	 
	Section 10.13. Security Agreement
	 	 	77	 
	Section 10.14. Amendment and Restatement and Continuing Effect
	 	 	77	 
	Section 10.15. USA Patriot Act
	 	 	77	 
	Section 10.16. Releases
	 	 	78	 






SCHEDULES:




	 	 	 
	Schedule 1

	 	Lender Commitments
	Schedule 2

	 	Letter of Credit Commitments
	Schedule 3

	 	Pricing Schedule
	Schedule 4.05

	 	Disclosure Update
	Schedule 4.14

	 	Environmental Matters
	Schedule 4.16

	 	Subsidiaries
	Schedule 6.08

	 	Existing Restrictive Agreements
	Schedule 10.16(a)

	 	Released Subsidiary Guarantors






EXHIBITS:




	 	 	 
	Exhibit A

	 	Form of Assignment and Assumption
	Exhibit B

	 	Form of Borrowing Request
	Exhibit C

	 	Form of Note
	Exhibit D

	 	Form of Security Agreement
	Exhibit E

	 	Form of Subsidiary Guarantee Agreement
	Exhibit F-1

	 	Form of Opinion of Bracewell & Giuliani LLP, special New York counsel to the
Company






Third Amended and Restated Credit Agreement

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	Exhibit F-2

	 	Form of Opinion of General Counsel or Associate General Counsel to the Company
	Exhibit G

	 	Acceptable Subordination Provisions






Third Amended and Restated Credit Agreement

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     THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 16, 2007, among EL PASO
CORPORATION, a Delaware corporation (the “Company”), EL PASO NATURAL GAS COMPANY, a Delaware
corporation (“EPNGC”), TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation (“TGPC”), the several
banks and other financial institutions from time to time parties to this Agreement (the “Lenders”),
and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the
“Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).



W I T N E S S E T H :




     WHEREAS, the Company, Colorado Interstate Gas Company, a Delaware general partnership (“CIG”),
EPNGC, TGPC, the Administrative Agent and certain of the Lenders are parties to the Amended and
Restated Credit Agreement (as the same has been amended, supplemented and modified, the “Existing
Facility”) dated as of July 31, 2006;



     WHEREAS, certain of the borrowers under the Existing Facility have requested that the Existing
Facility be amended and restated in its entirety as more fully set forth herein;



     WHEREAS, the Lenders (who constitute the “Majority Lenders” as defined in the Existing
Facility) and the Administrative Agent are willing to so amend and restate the Existing Facility,
on the terms and subject to the conditions set forth in this Agreement;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
the parties hereto hereby agree that, on the Effective Date, the Existing Facility shall be amended
and restated in its entirety as follows:



ARTICLE 1

Definitions




     Section 1.01. Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



     “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate.



     “Acceptable Subordination Provisions” means subordination provisions substantially in the form
of Exhibit G hereto or otherwise acceptable to the Administrative Agent.



     “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
an interest rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to (a)
the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.



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



Third Amended and Restated Credit Agreement

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     “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the
Administrative Agent.



     “Affiliate” means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



     “Agents” means the Administrative Agent, the Collateral Agent, the Syndication Agent, the
Co-Documentation Agents and the Lead Arrangers.



     “Agreement” means the Existing Facility, as amended and restated by this Third Amended and
Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time.



     “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.



     “Alternate Program” means any program providing for the sale or other Disposition of trade or
other receivables entered into by the Company or a Subsidiary of the Company on terms customary for
such financing transactions.



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



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



     “Assets” means, with respect to any Person, all or any part of its business, property, rights,
interests and assets, both tangible and intangible (including Equity Interests in any Person),
wherever situated.



     “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an
assignee (with the consent of any party whose consent is required by Section 10.04), and accepted
by the Administrative Agent, in the form of Exhibit A or any other form approved by the
Administrative Agent.



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



     “Board of Directors” means with respect to any Person the Board of Directors or equivalent
governing body of such Person as it may be constituted from time to time.



     “Board of Governors” means the Board of Governors of the Federal Reserve System of the United
States of America.



     “Borrower” means the Company and each Pipeline Company Borrower, as applicable.



Third Amended and Restated Credit Agreement

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     “Borrowing” means Loans of the same Type to the same Borrower, made, converted or continued on
the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect.



     “Borrowing Request” means a request substantially in the form of Exhibit B by a
Borrower for a Borrowing in accordance with Section 2.03.



     “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to remain closed; provided that, when used
in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank market.



     “Business Entity” means a partnership, limited partnership, limited liability partnership,
corporation (including a business trust), limited liability company, unlimited liability company,
joint stock company, trust, unincorporated association, joint venture or other entity.



     “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or
other amounts under any lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be classified and accounted
for as a capital lease on a balance sheet of such Person under GAAP, and the amount of such
obligations at any time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.



     “Cash Collateral Account” has the meaning assigned to such term in the Security Agreement.



     “Cash Collateralize” means, with respect to any LC Exposure at any date, to deposit in the
Cash Collateral Account, in the name of the Collateral Agent and for the benefit of the applicable
Lenders, an amount in cash equal to 105% of such LC Exposure as of such date plus any accrued and
unpaid interest thereon.



     “Cash Equivalents” means (a) marketable direct obligations issued or unconditionally
guaranteed by the United States Government or issued by any agency thereof and backed by the full
faith and credit of the United States, in each case maturing within one year from the date of
acquisition thereof; (b) marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public instrumentality thereof
maturing within one year from the date of acquisition thereof and, at the time of acquisition,
having the highest rating obtainable from either S&P or Moody’s; (c) certificates of deposit or
banker’s acceptances maturing within one year from the date of acquisition thereof issued by (x)
any Lender, or (y) any commercial bank organized under the laws of the United States of America or
any state thereof or the District of Columbia having combined capital and surplus of not less than
$500,000,000 (any such Lender or bank, a “Qualifying Lender”); (d) eurodollar time deposits having
a maturity of less than one year purchased directly from any Lender (whether such deposit is with
such Lender or any other Lender hereunder) or issued by any Qualifying Lender; (e) repurchase
agreements and reverse repurchase agreements with a term of not more than 14 days with any
Qualifying Lender relating to marketable direct obligations



Third Amended and Restated Credit Agreement

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issued or unconditionally guaranteed by the United States; and (f) money market funds that (i)
comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii)
invest solely in the assets described in clauses (a) through (e) above and (iii) have portfolio
assets of at least $5,000,000,000.




     “Casualty Event” means an event that causes any property of a Credit Party or a Restricted
Subsidiary to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever.



     “CGMI” means Citigroup Global Markets Inc.



     “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any
Lender or any Issuing Bank (or, for purposes of Section 2.13(b), by any lending office of such
Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any Governmental Authority made
or issued after the date of this Agreement.



     “CIG” has the meaning assigned to such term in the recitals hereto.



     “Citibank” means Citibank, N.A.



     “CNA” means Citicorp North America, Inc.



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



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



     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     “Collateral” has the meaning assigned to such term in the Security Agreement.



     “Collateral Account” has the meaning assigned to such term in the Security Agreement.



     “Collateral Agent” has the meaning assigned to such term in the Security Agreement.



     “Collateral Permitted Liens” means Liens (a) for Taxes or other obligations or requirements
owing to or imposed by Governmental Authorities existing or having priority, as applicable, by
operation of law, in each case either (i) not yet overdue or (ii) being contested in good faith by
appropriate proceedings by the Company or any of its Subsidiaries, as the case may be, provided
that adequate reserves with respect to such contested Taxes or other obligations or requirements
are maintained on the books of the Company or the applicable Subsidiary of the Company, as the case
may be, to the extent required by and in conformity with GAAP, and no enforcement action shall have
been taken toward foreclosure on the Collateral pursuant to such Liens; (b) for judgments or orders
that do not constitute an Event of Default



Third Amended and Restated Credit Agreement

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under paragraph (g) of Article 7; (c) created under the Security Documents; or (d) in
existence on the Effective Date.




     “Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans
and to acquire participations in Letters of Credit hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 10.04. The initial amount of each Lender’s
Commitment is set forth on Schedule 1 or in the Assignment and Assumption pursuant to which
such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the
Commitments is $1,500,000,000.



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



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



     “Condemnation” means the taking, by right of eminent domain, or a conveyance in lieu thereof,
of property of a Credit Party or a Restricted Subsidiary.



     “Consolidated EBITDA” means, with respect to any Person for the applicable period, the sum
(without duplication and determined as to such Person and its consolidated Subsidiaries on a
consolidated basis) of (i) earnings before interest, taxes on income, depreciation and amortization
(exclusive of extraordinary items and gains or losses on sales of assets outside the ordinary
course of business), plus (ii) any nonrecurring noncash charges deducted in the determination of
clause (i), plus or minus (iii) any charge or credit related to mark-to-market provisions for
derivatives exposures plus (iv) the net cash received for any put options entered into for the
purpose of mitigating the commodity price risk of the hydrocarbon production owned by the Company
or any of its Subsidiaries, minus (v) cash payments during such period not deducted in the
determination of clause (i) on account of charges or reserves taken in a prior period, minus (vi)
income of entities accounted for on the equity method (including for this purpose MLP and its
consolidated Subsidiaries), plus (vii) distributions of cash to such Person or any of its
consolidated Subsidiaries by any entity accounted for on the equity method (including for this
purpose MLP and its consolidated Subsidiaries), provided that the aggregate amount included
pursuant to this clause (vii) during the term of this Agreement shall not exceed the aggregate
amount excluded pursuant to clause (vi) in respect of periods commencing on or after January 1,
2006, plus (viii) for purposes of determining the Consolidated EBITDA of any Pipeline Company
Borrower, all non-recurring losses or expenses deducted from the determination of earnings for such
period to the extent such losses or expenses were funded from capital contributions from any holder
of Equity Interests in such Person plus (ix) for any period, the amount of insurance proceeds
received in such period or determined by such Person in such period to be receivable in a future
period, but not to exceed the amount by which Consolidated EBITDA for such period or any prior
period is reduced on account of the loss to which such insurance proceeds relate; plus (x) any
charges taken during such period in connection with the payment, repayment, redemption, defeasance,
early retirement or refinancing of any debt; provided that if such Person or any of its
Subsidiaries shall have consummated any material acquisition or Disposition during such period,
Consolidated EBITDA shall be determined on a pro forma basis as if such acquisition or Disposition
had occurred on the first day of such period.



Third Amended and Restated Credit Agreement

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     “Contingent Guaranty” has the meaning assigned to such term in the definition of the term
“Guaranty” contained in this Section 1.01.



     “Control” means, at any time of determination, the possession, directly or indirectly, at such
time, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto.



     “Covered Asset” means any Asset owned by a Restricted Subsidiary, the Disposition of which is
subject to subclause (i) or (ii) of Section 6.04(b).



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



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



     “Credit Party” means each Borrower and each Guarantor.



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



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



     “Debt” means, as to any Person, all Indebtedness of such Person other than (a) any Project
Financing of such Person, (b) in the case of the Company or a Subsidiary of the Company, any
liabilities of the Company or such Subsidiary, as the case may be, under any Alternate Program, or
any document executed by the Company or such Subsidiary, as the case may be, in connection
therewith, (c) in the case of the Company or a Subsidiary of the Company, any obligations of the
Company or a Subsidiary of the Company with respect to lease payments for the headquarters building
of the Company located in Houston, Texas, (d) to the extent paid on or prior to the fifth Business
Day after the due date therefor, the aggregate amount of all LC Disbursements that have not yet
been reimbursed by or on behalf of such Person and all unpaid, non-contingent obligations of such
Person to reimburse a bank or other Person in respect of amounts paid under a letter of credit or
similar instrument, and (e) in the case of the Company, those items included as “securities of
consolidated subsidiaries” (or analogous line item) as listed in the consolidated balance sheet of
the Company as of December 31, 2006, and regardless of any change thereafter in accounting
treatment thereof, so long as the terms and conditions of any financing associated with any such
items referred to in this clause (e) (or successive extensions or refinancings thereof) are not
amended so as to become more restrictive to the Company or its Subsidiaries than the terms and
conditions of this Agreement.



     “Default” means any event or condition which constitutes an Event of Default or which upon
notice, lapse of time or both would, unless cured or waived, become an Event of Default.



Third Amended and Restated Credit Agreement

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



     “Disposition” means with respect to any asset or property of any Person, any sale, transfer or
other disposition of ownership thereof by such Person, including any casualty with respect thereto
or condemnation thereof or foreclosure thereon (but shall not include the granting or existence of
a Lien permitted hereunder, or the granting or existence of any other encumbrance not prohibited
hereunder, with respect thereto, or the issuance by such Person of indebtedness or equity).
“Dispose” shall have a correlative meaning. For the avoidance of doubt, the issuance of (i) Equity
Interests (x) by the Company or (y) by any of the Company’s Subsidiaries to the Company or any of
its other Subsidiaries or (ii) Debt by the Company or any of its Subsidiaries, in each case that is
not prohibited under the Credit Agreement shall not constitute a Disposition.



     “dollars” or “$” refers to lawful money of the United States of America.



     “Effective Date” has the meaning assigned such term in Section 3.01.



     “El Paso Tennessee” means El Paso Tennessee Pipeline Co., a Delaware corporation.



     “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any
Governmental Authority, regulating or imposing liability or standards of conduct concerning
protection of the environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety matters.



     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any
Borrower or any Subsidiary of a Borrower resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.



     “EPNG Holding” means El Paso EPNG Investments, L.L.C., a Delaware limited liability company.



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



     “Equity Interests” means (i) any capital stock, partnership, joint venture, member or limited
liability or unlimited liability company interest, beneficial interest in a trust or similar
entity, or other equity interest in another Person of whatever nature, and (ii) any warrants,
options or other rights to acquire such stock or interests.



Third Amended and Restated Credit Agreement

7









 





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



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



     “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or
the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate.



     “Event of Default” has the meaning assigned to such term in Article 7.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank
or any other recipient of any payment to be made by or on account of any obligation of a Borrower
hereunder, (a) income, franchise, branch profits or similar taxes imposed on (or measured by) its
net income by the United States of America, or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in the case of any Lender,
in which its applicable lending office is located, and (b) in the case of a Foreign Lender (other
than an assignee pursuant to a request by a Borrower under Section 2.17(b)), any withholding tax
that is imposed on amounts payable to such Foreign Lender (i) at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office), except to the extent that
such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new
lending office (or assignment), to receive additional amounts from a Borrower with respect to such
withholding tax pursuant to Section 2.15(a) or (ii) that is attributable to such Foreign Lender’s
failure to comply with Section 2.15(e).



     “Exempted Guarantor” means El Paso Tennessee.



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



     “Existing Letters of Credit” means the Deposit Letters of Credit and Revolving Letters of
Credit (as each such term is defined under the Existing Facility) outstanding as of the Effective
Date under the Existing Facility.



     “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing selected by it.



     “Fee Letter” means the Letter Agreement dated as of October 18, 2007, among the Company,
JPMorgan, JPMCB and CGMI.



Third Amended and Restated Credit Agreement

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



     “FERC-Regulated Restricted Subsidiary” means any Restricted Subsidiary whose principal
business purpose is the ownership of and operation of assets and properties, including without
limitation natural gas pipelines, that are subject to regulations promulgated by FERC.



     “Final Payment Date” means the date on which all Loans, interest, fees and other amounts
(other than obligations for taxes, costs, indemnifications, reimbursements and damages in respect
of which no assertion of liability (whether oral or written) and no claim or demand for payment
(whether oral or written) has been made (and, in the case of obligations for indemnification, no
notice for indemnification has been issued by the indemnitee) at such time) payable by any Borrower
hereunder or under any Note shall have been paid, all LC Disbursements shall have been reimbursed,
no Lender shall have any Commitment (including any LC Commitment) hereunder and all Letters of
Credit shall have expired or terminated.



     “Financial Officer” means the chief financial officer, principal accounting officer, treasurer
or controller of the Company.



     “Financing Document” has the meaning assigned such term in the Security Agreement.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other
than the United States of America, any State thereof or the District of Columbia.



     “GAAP” means generally accepted accounting principles in the United States of America, as in
effect from time to time.



     “Governmental Authority” means the government of the United States of America, any other
nation or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government.



     “Guarantor” means each of the Company and the Subsidiary Guarantors.



     “Guaranty”, “Guaranteed” and “Guaranteeing” each means any act by which any Person assumes,
guarantees, endorses or otherwise incurs direct or contingent liability in connection with, or
agrees to purchase or otherwise acquire or otherwise assures a creditor against loss in respect of,
any Debt or any Project Financing of any Person (other than any such liability existing on the
Original Effective Date in respect of Debt or Project Financing of the Company or any of its
consolidated Subsidiaries outstanding on the Original Effective Date or any extensions or renewals
thereof that do not increase the liability of such Person)(excluding (a) any liability by
endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business, (b) any liability in connection with obligations of the Company or any
of its consolidated Subsidiaries, including obligations under any conditional sales agreement,
equipment trust financing or equipment lease, and (c) any such act in connection with a Project
Financing that either (i) guarantees to the provider of such Project Financing or any other Person
performance of the acquisition, improvement, installation, design,



Third Amended and Restated Credit Agreement

9









 




engineering, construction, development, completion, maintenance or operation of, or otherwise
affects any such act in respect of, all or any portion of the project that is financed by such
Project Financing or performance by a Project Financing Subsidiary of certain obligations to
Persons other than the provider of such Project Financing, except during any period, and then only
to the extent, that such guaranty is a guaranty of payment of such Project Financing (other than a
guaranty of payment of the type referred to in subclause (ii) below) or (ii) is contingent upon, or
the obligation to pay or perform under which is contingent upon, the occurrence of any event other
than or in addition to the passage of time or any Project Financing becoming due (any such act
referred to in this clause (c) being a “Contingent Guaranty”)).




     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature, in each case above
to the extent regulated pursuant to any Environmental Law.



     “Hedging Agreement” means any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement or interest rate insurance, foreign exchange contract, currency swap
or option agreement, forward contract or any other similar agreement or arrangement designed to
alter the risks of any Person arising from fluctuations in interest rates or currency values.



     “Indebtedness” of any Person means, without duplication (a) indebtedness of such Person for
borrowed money, (b) obligations of such Person (other than any portion of any trade payable
obligation of such Person) to pay the deferred purchase price of property or services, and (c)
Capital Lease Obligations of such Person.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Interest Election Request” means a request by a Borrower to convert or continue a Borrowing
in accordance with Section 2.06.



     “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March,
June, September and December, and (b) with respect to any Eurodollar Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to
the last day of such Interest Period that occurs at intervals of three months’ duration after the
first day of such Interest Period.



     “Interest Period” means, with respect to any Eurodollar Borrowing, the period commencing on
the date of such Borrowing, or on the last day of the immediately preceding Interest Period
therefor, as applicable, and ending one week or two weeks thereafter or on the numerically
corresponding day in the calendar month that is one, two, three or six months thereafter, as the
applicable Borrower may elect; provided, that (a) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next succeeding Business Day
unless, in the case of a one, two, three or six month Interest Period, such next succeeding
Business Day would fall in the next calendar month, in which case such



Third Amended and Restated Credit Agreement

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Interest Period shall end on the next preceding Business Day and (b) any one, two, three or
six month Interest Period that commences on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such Interest Period.




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



     “Issuing Bank” means each of JPMCB and Citibank and, at any time and from time to time, up to
three other Lenders that are designated in writing by the Company and that agree to issue one or
more Letters of Credit hereunder, in each case in its capacity as the issuer of each Letter of
Credit issued by it hereunder, and its successors in such capacity as provided in Section 2.04(i);
provided that with respect to the Existing Letters of Credit, the Lender which issued the same
shall be the initial Issuing Bank with respect thereto. Each Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank
acceptable to the Company, in which case the term “Issuing Bank” shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.



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



     “JPMorgan” means J.P. Morgan Securities Inc.



     “LC Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank
to issue Letters of Credit hereunder, as such commitment may be reduced or increased from time to
time pursuant to a writing signed by the Company, such Issuing Bank and the Administrative Agent.
The initial amount of each Issuing Bank’s LC Commitment is set forth on Schedule 2, or in
the documentation pursuant to which such Issuing Bank shall have assumed its LC Commitment, as
applicable.



     “LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit
issued by such Issuing Bank.



     “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements in
respect of Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at
such time, whether directly, through a Borrowing, or otherwise. The LC Exposure of any Lender at
any time shall be its Percentage of the total LC Exposure at such time.



     “Lead Arrangers” means CGMI and JPMorgan, in their capacity as Joint Lead Arrangers and Joint
Bookrunners.



     “Lenders” means the Persons listed on Schedule 1 and any other Person that shall have
become a party hereto pursuant to an Assignment and Assumption, other than any such Person that
ceases to be a party hereto pursuant to an Assignment and Assumption.



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



Third Amended and Restated Credit Agreement

11









 





     “LIBO Rate” means, with respect to any Interest Period, the rate per annum equal to the
British Bankers Association LIBOR Rate (“BBA LIBOR”) from Reuters Reference LIBOR01 page (or any
successor thereto or substitute therefor provided by Reuters providing rate quotations comparable
to those currently provided on such pages, as designated by the Administrative Agent from time to
time for purposes of providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to
such Interest Period. In the event that such rate is not available at such time for any reason,
then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be
the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered by the principal London office of the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period.



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



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



     “Loan Documents” means, collectively, this Agreement, the Security Agreement, the Subsidiary
Guarantee Agreement, the other Security Documents, any Letter of Credit, the Notes (as applicable),
and any other agreement entered into in connection with the transactions contemplated by this
Agreement.



     “Majority Lenders” means, at any time, Lenders having more than 50% of the aggregate Credit
Exposures at such time.



     “Mandatory Asset Reduction Amount” means:



   (a) with respect to a Mandatory Asset Reduction Event described in clause (a) of the
definition thereof, 100% of the Net Cash Proceeds thereof;



   (b) with respect to a Mandatory Asset Reduction Event described in clause (b) of the
definition thereof, (i) if such Mandatory Asset Reduction Event does not occur concurrently with,
or during the pendency of, an Event of Default, an amount equal to 80% of the Net Cash Proceeds
thereof, or (ii) if such Mandatory Asset Reduction Event occurs concurrently with, or during the
pendency of, an Event of Default, an amount equal to 100% of the Net Cash Proceeds thereof;



   (c) with respect to a Mandatory Asset Reduction Event described in clause (c) of the
definition thereof, (i) if such Mandatory Asset Reduction Event does not occur concurrently with,
or during the pendency of, an Event of Default, an amount equal to 80% of the cash dividend or
other distribution described in clause (c) of the definition of “Mandatory Asset Reduction Event”,
or (ii) if such Mandatory Asset Reduction Event occurs concurrently with, or during the pendency
of, an Event of Default, an amount equal to 100% of such cash dividend or other distribution; and



Third Amended and Restated Credit Agreement

12









 





   (d) with respect to a Mandatory Asset Reduction Event described in clause (d) of the
definition thereof, (i) if such Mandatory Asset Reduction Event does not occur concurrently with,
or during the pendency of, an Event of Default, an amount equal to 80% of the portion of the Net
Cash Proceeds thereof that is not either (x) paid to the applicable Restricted Subsidiary’s Parent
(or to such Parent’s designee) as a cash dividend or distribution or (y) invested in Qualified
Investments within the time period required pursuant to such clause (d), or (ii) if such Mandatory
Asset Reduction Event occurs concurrently with, or during the pendency of, an Event of Default, an
amount equal to 100% of the Net Cash Proceeds thereof.



     “Mandatory Asset Reduction Event” means:




     (a) the receipt by the Company or any Subsidiary Guarantor or its designee of Net Cash
Proceeds from any Disposition of Collateral (other than a Disposition pursuant to Section
6.04(a)(iv));




     (b) with respect to any Restricted Subsidiary that is a Guarantor, the receipt by such
Restricted Subsidiary or its designee of Net Cash Proceeds from any Disposition of any
Covered Asset owned by such Restricted Subsidiary;




     (c) with respect to any Restricted Subsidiary that is not a Guarantor, the receipt by
the Parent of such Restricted Subsidiary (or by such Parent’s designee) of a cash dividend
or distribution of any amount received by such Restricted Subsidiary from any Disposition of
any of its Covered Assets; and




     (d) with respect to any Pipeline Company Borrower or Subsidiary of a Pipeline Company
Borrower (i) if an Event of Default or a Default which is not capable of being cured before
becoming an Event of Default has occurred and is continuing at the time of any receipt by
such Pipeline Company Borrower or Subsidiary of a Pipeline Company Borrower of Net Cash
Proceeds from any Disposition of any of its Covered Assets, such receipt of Net Cash
Proceeds, and (ii) if no Event of Default or Default which is not capable of being cured
before becoming an Event of Default has occurred and is continuing at the time of any
receipt by such Pipeline Company Borrower or Subsidiary of a Pipeline Company Borrower of
Net Cash Proceeds from any Disposition of any of its Covered Assets, the failure of such
Pipeline Company Borrower or Subsidiary of a Pipeline Company Borrower to, within 365 days
of such receipt (or, in the case of clause (y) below, if a binding contract to make a
Qualified Investment with respect to all or any portion of such Net Cash Proceeds has been
entered into within such 365 day period, then as to the amount of such Qualified Investment,
the failure to invest such amount in such Qualified Investment within 540 days of such
receipt), take either of the following actions: (x) make a cash dividend or distribution to
its Parent (or to such Parent’s designee) in an amount equal to such Net Cash Proceeds or
(y) invest the portion of such Net Cash Proceeds that is not paid as a cash dividend or
distribution under clause (x) above in one or more Qualified Investments; provided that, for
the avoidance of doubt, if Net Cash Proceeds from a Disposition of a single Covered Asset
are received by the applicable Pipeline Company Borrower or Subsidiary of a Pipeline Company
Borrower in installments, the 365- and 540-day periods shall apply to each individual
installment and commence for each installment on the date of receipt by the applicable



Third Amended and Restated Credit Agreement

13









 







Pipeline Company Borrower or Subsidiary of a Pipeline Company Borrower of such
installment.



     “Margin Stock” means “margin stock” as defined in Regulation U of the Board of Governors, as
in effect from time to time.



     “Material Adverse Effect” means a material adverse effect on (i) the business, assets,
operations or financial condition of the Company and its consolidated Subsidiaries on a
consolidated basis, (ii) the ability of the Credit Parties to perform their obligations under the
Loan Documents or (iii) the validity or enforceability of the Loan Documents or the validity,
perfection, priority or enforceability of the Liens created thereunder.



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



     “Maturity Date” means November 19, 2012.



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



     “Moody’s” means Moody’s Investors Service, Inc.



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



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



     “Net Cash Proceeds” means, with respect to the Disposition of any asset or property, an amount
equal to one hundred percent (100%) of the cash proceeds from such Disposition, net of any Taxes,
indemnity obligations, purchase price adjustments and analogous items, related transaction fees
(including legal fees), commissions and expenses and, if applicable, amounts required to satisfy
Indebtedness or other obligations secured by Permitted Liens, or other Liens permitted under, or
other encumbrances not prohibited by, this Agreement, on the related property or asset, and net of
all costs reasonably estimated to be associated with terminating all Hedging Agreements, if any,
entered into in connection with such related property or assets, which Hedging Agreements are not
being sold as part of such Disposition, in each case paid or reasonably reserved against;
provided that if Net Cash Proceeds from the Disposition of Covered Assets resulting from
any Casualty Event or Condemnation either (x) do not exceed $1,000,000 for any single Casualty
Event or any single Condemnation with respect to a Covered Asset, or (y) are both (i) equal
to or less than $5,000,000 on an individual basis, and (ii) equal to or less than
$10,000,000 in the aggregate during any fiscal year of the Company, then such Net Cash Proceeds
shall not be considered Net Cash Proceeds for purposes of the application of Section



Third Amended and Restated Credit Agreement

14









 




2.07 and the definitions of “Mandatory Asset Reduction Amount” and “Mandatory Asset Reduction
Event”; and provided, further, if Net Cash Proceeds from the Disposition of Covered
Assets (other than Dispositions described in the preceding proviso) are both (a) equal to or less
than $5,000,000 on an individual basis, and (b) equal to or less than $10,000,000 in the
aggregate during any fiscal year of the Company, then such Net Cash Proceeds shall not be
considered Net Cash Proceeds for purposes of the application of Section 2.07 and the definitions of
“Mandatory Asset Reduction Amount” and “Mandatory Asset Reduction Event”.




     “Notes” means the promissory notes, if any, of any Borrower evidencing Loans under this
Agreement in the form of Exhibit C.



     “Obligations” means, collectively, (a) all Indebtedness, liabilities under Guaranties and
other obligations of each Borrower owing to the Administrative Agent, the Collateral Agent, each
Issuing Bank and each Lender, of whatsoever nature and howsoever evidenced, due or to become due,
now existing or hereafter arising, whether direct or indirect, absolute or contingent, which may
arise under, out of, or in connection with this Agreement or the other Loan Documents, including
the full and punctual payment when due of any unpaid principal of the Loans and LC Exposure,
interest, fees, reimbursement obligations, guaranty obligations, penalties, indemnities, legal and
other fees, charges and expenses, and amounts advanced by and expenses incurred in order to
preserve any collateral or security interest, whether due by acceleration or otherwise, and (b) any
and all obligations owed by each Borrower under a Secured Hedging Agreement, including any amounts
payable in respect of an early termination under any Secured Hedging Agreement, and (c) any
amendment, restatement or modification of any of the foregoing, including, with respect to each of
clauses (a) through (c), interest accruing at any post-default rate and Post-Petition Interest.



     “Original Effective Date” means November 23, 2004.



     “Other Taxes” means any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or from
the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.



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



     “Parent” means, with respect to any Restricted Subsidiary, the holder of the Equity Interests
of such Restricted Subsidiary, and any Person to whom such Equity Interests are assigned in
accordance with the Loan Documents.



     “Participant” has the meaning set forth in Section 10.04.



     “Patriot Act” means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)).



     “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Title IV of
ERISA and any successor entity performing similar functions.



Third Amended and Restated Credit Agreement

15









 





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



     “Permitted Execution Actions” has the meaning set forth in paragraph (g) of Article 7.



     “Permitted Liens” means:



     (a) inchoate Liens and charges imposed by law and incidental to construction, maintenance,
development or operation of properties, or the operation of business, in the ordinary course of
business if payment of the obligation secured thereby is not yet overdue or if the validity or
amount of which is being contested in good faith by the Company or any of its Subsidiaries;



     (b) Liens for Taxes, assessments, obligations under workers’ compensation or other social
security legislation or other requirements, charges or levies of any Governmental Authority, in
each case not yet overdue, or which are being contested in good faith by appropriate proceedings;



     (c) Liens reserved in any oil, gas or other mineral lease entered into in the ordinary course
of business for rent, royalty or delay rental under such lease and for compliance with the terms of
such lease;



     (d) easements, servitudes, rights-of-way and other rights, exceptions, reservations,
conditions, limitations, covenants and other restrictions that do not materially interfere with the
operation, value or use of the properties affected thereby;



     (e) conventional provisions contained in any contracts or agreements affecting properties
under which the Company or any of its Subsidiaries is required immediately before the expiration,
termination or abandonment of a particular property to reassign to such Person’s predecessor in
title all or a portion of such Person’s rights, titles and interests in and to all or portion of
such property;



     (f) pledges and deposits to secure the performance of bids, tenders, trade or government
contracts (other than for repayment of borrowed money), leases, licenses, statutory obligations,
surety bonds, performance bonds, completion bonds and other obligations of a like kind incurred in
the ordinary course of business;



     (g) any Lien reserved in a grant or conveyance in the nature of a farm-out or conditional
assignment to the Company or any of its Subsidiaries entered into in the ordinary course of
business on reasonable terms to secure undertakings of the Company or any such Subsidiary in such
grant or conveyance;



     (h) any Lien consisting of (i) landlord’s liens under leases to which the Company or any of
its Subsidiaries is a party or other Liens on leased property reserved in leases thereof for rent
or for compliance with the terms of such leases, (ii) rights reserved to or vested in any
municipality or governmental, statutory or public authority to control or regulate any property of
the Company or any of its Subsidiaries, or to use such property in any manner which does not
materially impair the use of such property for the purposes for which it is held by the Company



Third Amended and Restated Credit Agreement

16









 




or any such Subsidiary, (iii) obligations or duties to any municipality or public authority
with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in
any governmental authority or public utility to terminate any such franchise, grant, license, lease
or permit or to condemn or expropriate any property, and (iv) zoning laws and ordinances and
municipal regulations;




     (i) the creation of interests in property of the character commonly referred to as a “royalty
interest” or “overriding royalty interest”, production payments, farmouts, leases, subleases,
rights of way and other easements, participations, joint venture, joint operating, unitization,
pooling and communitization agreements, or other similar transactions in the ordinary course of
business; and



     (j) any judgment lien in respect of any judgment or order that does not constitute an Event of
Default under paragraph (g) of Article 7.



     “Person” means an individual, a Business Entity, or a country or any political subdivision
thereof or any agency or instrumentality of such country or subdivision.



     “Pipeline Company Borrower” means each of EPNGC and TGPC.



     “Plan” means a Single Employer Plan or a Multiple Employer Plan.



     “Pledged Company” has the meaning assigned to such term in the Security Agreement.



     “Post-Petition Interest” means interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or
not a claim for post-filing or post-petition interest is allowed in such proceeding.



     “Pricing Schedule” means Schedule 3 attached hereto.



     “Prime Rate” means the rate of interest per annum publicly announced from time to time by
JPMCB as its prime rate in effect at its principal office in New York City; each change in the
Prime Rate shall be effective from and including the date such change is publicly announced as
being effective.



     “Project Financing” means any Indebtedness (a) incurred to finance or refinance the
acquisition, improvement, installation, design, engineering, construction, development, completion,
maintenance or operation of, or otherwise in respect of, all or any portion of any project, or any
asset related thereto (including, with respect to transactions in connection with the power and gas
contract restructuring business of the Company) and any Guaranty with respect thereto, other than
any portion of such Indebtedness or Guaranty permitting or providing for recourse against the
Company or any of its Subsidiaries, which recourse is other than (i) recourse to the Equity
Interests in, Indebtedness or other obligations of, or assets of, one or more Project Financing
Subsidiaries, and (ii) such recourse as exists under any Contingent Guaranty or (b) of any Project
Financing Subsidiary, or any Guaranty with respect thereto, that is secured solely by, or recourse
for which is limited solely to, the Equity Interests in, Indebtedness or other obligations of, or
assets of, one or more Project Financing Subsidiaries.



Third Amended and Restated Credit Agreement

17









 





     “Project Financing Subsidiary” means any Subsidiary of the Company whose principal purpose is
to incur Project Financing, or to become a direct or indirect partner, member or other equity
participant or owner in a Business Entity so created, and substantially all the assets of which
Subsidiary or Business Entity are limited to (a) those assets being financed (or to be financed),
or the operation of which is being financed (or to be financed), in whole or in part by a Project
Financing, (b) power contracts, gas contracts, administrative or other related service agreements
and swap agreements related to gas or power, or (c) Equity Interests in, or Indebtedness or other
obligations of, one or more other such Subsidiaries or Business Entities or to Indebtedness or
other obligations of the Company or its Subsidiaries or other Persons. For purposes of this
definition, “swap agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions.



     “Qualified Investments” means:




     (a) for any FERC-Regulated Restricted Subsidiary, (i) expenditures that would
constitute maintenance or expansion capital expenditures or other investments or
reinvestments to repair, construct, purchase, or otherwise acquire Assets that would,
following such repair, construction, purchase, or other acquisition, become eligible for
rate coverage under regulations promulgated by FERC, (ii) other than repayments of such
Indebtedness during the pendency of an Event of Default, repayments of Indebtedness incurred
by such Restricted Subsidiary for the purpose of financing expenditures or other investments
or reinvestments described in clause (a)(i) above, (iii) other than such payments (or
retention of funds) during the pendency of an Event of Default, payments (or retention of
funds) to reimburse such Restricted Subsidiary for amounts paid from such Restricted
Subsidiary’s operating cash flow within the previous 365 days for expenditures or other
investments or reinvestments of the type described in clause (a)(i) or (a)(ii) above (if, in
the case of clause (a)(ii), a repayment of Indebtedness described in such clause was made
during the pendency of an Event of Default that was subsequently cured and no other Event of
Default is then pending), to the extent such expenditures or such other investments or
reinvestments have not previously been reimbursed to such Restricted Subsidiary pursuant to
this clause (a)(iii), or (iv) a loan subject to Acceptable Subordination Provisions, to any
other FERC-Regulated Restricted Subsidiary, the proceeds of which shall be used by such
FERC-Regulated Restricted Subsidiary for any of the expenditures or other investments or
reinvestments of the type described in clauses (a)(i), (a)(ii) or (a)(iii) above; and




     (b) for any Unregulated Restricted Subsidiary, (i) maintenance or expansion capital
expenditures or other investments or reinvestments in Assets that are useful to the business
conducted by such Restricted Subsidiary, (ii) other than repayments of such Indebtedness
during the pendency of an Event of Default, repayments of Indebtedness incurred by such
Restricted Subsidiary for the purpose of financing expenditures or other investments or
reinvestments described in clause (b)(i) above, and (iii) other than such payments (or
retention of funds) during the pendency of an Event of Default, payments (or retention of
funds) to reimburse such Restricted Subsidiary for amounts paid from



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such Restricted Subsidiary’s operating cash flow within the previous 365 days for
expenditures or other investments or reinvestments of the type described in clause (b)(i) or
(b)(ii) above (if, in the case of clause (b)(ii), a repayment of Indebtedness described in
such clause was made during the pendency of an Event of Default that was subsequently cured
and no other Event of Default is then pending), to the extent such expenditures or such
other investments or reinvestments have not previously been reimbursed to such Restricted
Subsidiary pursuant to this clause (b)(iii).




Notwithstanding the foregoing, an investment in or acquisition of any equity ownership in any
other entity shall constitute a Qualified Investment if an acquisition of the principal operating
assets of such entity would constitute a Qualified Investment.



     “Qualified Investments Account” has the meaning assigned to such term in the Security
Agreement.



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



     “Register” has the meaning set forth in Section 10.04.



     “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and
the respective directors, officers, employees, agents, advisors and trustees of such Person and
such Person’s Affiliates.



     “Released Parties” has the meaning set forth in Section 10.16(a).



     “Restricted Subsidiaries” means, collectively, each Pipeline Company Borrower and each of
their respective consolidated Subsidiaries (other than Project Financing Subsidiaries) and each
Subsidiary Guarantor (other than the Exempted Guarantor); provided, however, that any such Person
shall cease to be a “Restricted Subsidiary” hereunder immediately upon any Disposition of the
Equity Interests in such Person permitted by Section 6.04 that results in such Person no longer
being a direct or indirect Subsidiary of the Company.



     “S&P” means Standard & Poors’ Ratings Group.



     “SEC” means the United States Securities and Exchange Commission.



     “Secured Hedging Agreement” has the meaning assigned to such term in the Security Agreement.



     “Secured Obligations” has the meaning assigned to such term in the Security Agreement.



     “Secured Parties” has the meaning assigned to such term in the Security Agreement.



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     “Security Agreement” means the Third Amended and Restated Security Agreement substantially in
the form of Exhibit D hereto, dated as of the Effective Date, executed and delivered by the
Collateral Agent, each Credit Party and the Depository Bank (as defined therein).



     “Security Documents” means, collectively, the Subsidiary Guarantee Agreement, the Security
Agreement and all other security documents hereafter delivered by a Credit Party to the
Administrative Agent or the Collateral Agent granting or purporting to grant a Lien on any property
or Asset of any Credit Party to secure the Secured Obligations.



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



     “Specified Indenture Debt” means any Debt issued pursuant to an indenture qualified under the
Trust Indenture Act of 1939, as amended, and the principal amount of which, at the time of
determination, exceeds $50,000,000.



     “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is
the number one and the denominator of which is the number one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board of Governors to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Board of Governors). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under such Regulation D or any
comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.



     “Subsidiary” means, as to any Person (the “parent”) at any date, any Business Entity the
accounts of which are, or are required to be, consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in accordance with
GAAP as of such date, as well as any other Business Entity of which the shares of stock or other
Equity Interests having ordinary voting power (other than stock or such other Equity Interests
having such power only by reason of the happening of a contingency) to elect a majority of the
board of directors or other managers of such Business Entity are at the time owned, directly or
indirectly, through one or more Subsidiaries, or both, by such Person.



     “Subsidiary Guarantee Agreement” means the Third Amended and Restated Subsidiary Guarantee
Agreement substantially in the form of Exhibit E hereto, dated as of the Effective Date,
executed and delivered by each Subsidiary Guarantor in favor of the Collateral Agent for the
ratable benefit of the Secured Parties.



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     “Subsidiary Guarantor” means, subject to the release of any of the following as Subsidiary
Guarantor in accordance with the terms of this Agreement, each of El Paso Tennessee, EPNG Holding
and TGPC Holding.



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



     “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions,
charges or withholdings imposed by any Governmental Authority.



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



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



     “TGPC Holding” means El Paso TGPC Investments, L.L.C., a Delaware limited liability company.



     “Transaction Liens” means the Liens on Collateral granted by the Credit Parties under the
Security Documents.



     “Transactions” means the execution, delivery and performance by the Borrowers of this
Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of
Credit hereunder.



     “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.



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



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     “Unregulated Restricted Subsidiary” means any Restricted Subsidiary whose principal business
purpose is the ownership and operation of assets and properties that are not subject to regulations
promulgated by FERC.



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



     Section 1.02. Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) any reference herein to any
applicable law means such applicable law as amended, modified, codified, replaced, or reenacted, in
whole or in part, and in effect from time to time, including rules and regulations promulgated
thereunder and reference to any section or other provision of any applicable law means that section
or provision of such applicable law from time to time in effect and any amendment, modification,
codification, replacement, or reenactment of such section or other provision, (d) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (e) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, Equity Interests, accounts and
contract rights.



     Section 1.03. Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided that, if the Company notifies the Administrative Agent that the Company
requests an amendment to any provision hereof to eliminate the effect of any change occurring after
the date hereof in GAAP or in the application thereof on the operation of or calculation of
compliance with such provision (or if the Administrative Agent notifies the Company that the
Majority Lenders request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.



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



Third Amended and Restated Credit Agreement

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ARTICLE 2

The Credits




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



     Section 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing
consisting of Loans of the same Type made by the Lenders ratably in accordance with their
respective Commitments, as the applicable Borrower may request (subject to Section 2.12) in
accordance herewith. The failure of any Lender to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; provided that the Commitments of the
Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans
as required.



     (b) Subject to Section 2.12, each Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Company, on its own behalf or on behalf of the applicable Pipeline Company
Borrower, may request in accordance herewith. Each Lender at its option may make or hold any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make or
hold such Loan; provided that any exercise of such option shall not affect the obligation of a
Borrower to repay such Loan in accordance with the terms of this Agreement.



     (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than
$20,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an
ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total
Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated
by Section 2.04(e). Borrowings of more than one Type may be outstanding at the same time; provided
that there shall not at any time be more than a total of sixteen Eurodollar Borrowings outstanding.
Within the limits of each Lender’s Commitment, any Borrower may make more than one Borrowing on
any Business Day.



     (d) Notwithstanding any other provision of this Agreement, a Borrower shall not be entitled to
request, or to elect to convert a Borrowing to or continue a Borrowing as, a Eurodollar Borrowing
if the Interest Period requested with respect thereto would end after the Maturity Date.



     Section 2.03. Requests for Borrowings. To request a Borrowing, the Company, on its own
behalf or on behalf of the applicable Pipeline Company Borrower, shall notify the Administrative
Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00
noon, New York City time, three Business Days before the date of the proposed Borrowing, or (b) in
the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of the
proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative



Third Amended and Restated Credit Agreement

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Agent of a written Borrowing Request in substantially the form of Exhibit B and signed
by the Company. Each such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:





     (i) the Borrower;




     (ii) the aggregate amount of such Borrowing;




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




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




     (v) in the case of any Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and




     (vi) the location and number of the Borrower’s account to which funds are to be
disbursed.


If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one
month’s duration. Promptly following receipt of a Borrowing Request in accordance with this
Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender’s Loan to be made as part of the requested Borrowing.




     Section 2.04. Letters of Credit.



     (a) General. • Subject to the terms and conditions set forth herein, upon request by the
Company, on its own behalf or on behalf of the applicable Pipeline Company Borrower, each Issuing
Bank agrees to issue Letters of Credit in any stated face amount specified by the Company in the
applicable request with any Borrower as the reimbursement obligor in respect of drawings thereunder
and for the account of the Borrowers, or any one or more of them, or any direct or indirect
Subsidiary or Affiliate thereof, each Letter of Credit in a form reasonably acceptable to the
Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the
Availability Period. In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit application, reimbursement
agreement or other agreement submitted by a Borrower to, or entered into by a Borrower with, an
Issuing Bank relating to any Letter of Credit issued thereby, the terms and conditions of this
Agreement shall control.




     (i) Existing Letters of Credit. On the Effective Date, without further action by any
party hereto, each Issuing Bank that has issued an Existing Letter of Credit shall be deemed
to have granted to each Lender, and each Lender shall be deemed to have acquired from such
Issuing Bank, a participation in each such Existing Letter of Credit equal to such Lender’s
Percentage of (A) the aggregate amount available to be drawn under such Existing Letter of
Credit and (B) the aggregate amount of any outstanding



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reimbursement obligations in respect thereof. With respect to each Existing Letter of
Credit (i) any participation therein granted pursuant to the terms of the Existing Facility
shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank
has heretofore granted a participation therein to any bank or financial institution
otherwise than pursuant to the terms of the Existing Facility, such Issuing Bank shall
procure the termination of such participation on or prior to the Effective Date. On and
after the Effective Date, each such Existing Letter of Credit shall be a Letter of Credit
issued hereunder.



     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the
issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of
Credit), the Company, on its own behalf, or on behalf of the applicable Pipeline Company Borrower
as obligor, shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the applicable Issuing Bank) to the Issuing Bank
requested to issue such Letter of Credit and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice (requesting the issuance of a
Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section 2.04), the amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information (including the applicable Borrower as obligor for reimbursement
obligations thereunder and the account party therefor if different) as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If such notice is received by the
applicable Issuing Bank (i) prior to 12:00 noon, New York City time, on any Business Day, the
applicable Issuing Bank shall use its best efforts to issue the requested Letter of Credit on such
date or (ii) after 12:00 noon, New York City time, on any Business Day, the applicable Issuing Bank
shall issue the requested Letter of Credit by the end of the following Business Day, in each case
provided that all necessary information is in order. If requested by the applicable Issuing Bank
in connection with any request for a Letter of Credit, the applicable obligor Borrower in respect
thereof also shall submit a letter of credit application on such Issuing Bank’s standard form. A
Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Company shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the
total LC Exposure with respect to all Letters of Credit issued by each Issuing Bank shall not
exceed such Issuing Bank’s LC Commitment and (ii) the total Outstandings shall not exceed the total
Commitments. Each Issuing Bank shall have sole discretion as to any amendment, renewal or
extension of the Letters of Credit issued by it, subject to the other terms and provisions of this
Agreement.



     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business
on the earlier of (i) the date three years after the date of the issuance of such Letter of Credit
(or, in the case of any renewal or extension thereof, three years after such renewal or extension)
and (ii) the date that is five Business Days prior to the Maturity Date; provided that (x) any
Letter of Credit may provide for the extension or renewal thereof and may be renewed or extended
upon the request of the Company, on its own behalf or on behalf of a Pipeline Company Borrower, in
accordance with the terms thereof for additional periods of a duration requested by the Company, on
its own behalf or on behalf of a Pipeline Company Borrower



Third Amended and Restated Credit Agreement

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(which shall in no event extend beyond the date referred to in clause (ii) above) and (y) with
the consent of the relevant Issuing Bank and the Administrative Agent, Letters of Credit with a
term longer than three years shall be permitted (which shall in no event extend beyond the date
referred to in clause (ii) above).




     (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of
Credit increasing the amount thereof) and without any further action on the part of the applicable
Issuing Bank or the applicable Lenders, such Issuing Bank hereby grants to each Lender having a
Commitment, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter
of Credit equal to such Lender’s Percentage of the aggregate amount available to be drawn under
such Letter of Credit. In consideration and in furtherance of the foregoing, each such Lender
hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of
the applicable Issuing Bank, such Lender’s Percentage of each LC Disbursement made by such Issuing
Bank and not reimbursed by the applicable obligor Borrower or any Guarantor on the date due as
provided in paragraph (e) of this Section 2.04, or of any reimbursement payment required to be
refunded to any Borrower for any reason. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute
and unconditional and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.



     (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter
of Credit issued by it, the applicable obligor Borrower shall reimburse such LC Disbursement by
paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00
noon, New York City time, on the date that such LC Disbursement is made, if such Borrower shall
have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date,
or, if such notice has not been received by such Borrower prior to such time on such date, then not
later than 12:00 noon, New York City time, on (i) the Business Day that such Borrower receives such
notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt,
or (ii) the Business Day immediately following the day that such Borrower receives such notice, if
such notice is not received prior to such time on the day of receipt; provided that, to the extent
financed with proceeds of an ABR Borrowing as contemplated by the following sentence, such
Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR
Borrowing. Unless the Company, on its own behalf or on behalf of the applicable Pipeline Company
Borrower, shall have notified the Administrative Agent of such Borrower’s intention to reimburse
the Administrative Agent directly for such LC Disbursement, the Administrative Agent shall notify
each Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect
thereof and such Lender’s Percentage thereof. Promptly following receipt of such notice, each
applicable Lender shall make an ABR Loan in the amount of its Percentage of the payment then due
from the applicable Borrower, in the same manner as provided in Section 2.05 with respect to Loans
made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of
the applicable Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing
Bank the amounts so received by it from such Lenders. Promptly following receipt by the
Administrative Agent of any payment from a Borrower pursuant to this paragraph, the



Third Amended and Restated Credit Agreement

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Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the
extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank,
then to the Lenders and such Issuing Bank as their interests may appear.




     (f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section 2.04 shall be absolute, unconditional and irrevocable,
and shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the
applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document
that does not comply with the terms of such Letter of Credit, or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section 2.04, constitute a legal or equitable discharge of or defense to, or
provide a right of setoff against, a Borrower’s obligations hereunder. Neither the Administrative
Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability
or responsibility by reason of or in connection with the issuance or transfer of any Letter of
Credit or any payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication under or relating to
any Letter of Credit (including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond the control of
such Issuing Bank; provided that the foregoing shall not be construed to excuse such Issuing Bank
from liability to a Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the applicable Borrower to the extent
permitted by applicable law) suffered by a Borrower that are caused by such Issuing Bank’s failure
to comply with the requirements of the ISP or the Uniform Customs, as applicable, when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms
thereof. In furtherance of the foregoing, the parties agree that, with respect to documents
presented which appear on their face to be in compliance with the terms of a Letter of Credit, the
Issuing Bank that issued such Letter of Credit may, to the extent it is permitted to do so under
the ISP or Uniform Customs, as applicable, and otherwise in its sole discretion, either accept and
make payment upon such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment upon such documents
if such documents are not in strict compliance with the terms of such Letter of Credit (unless the
applicable obligor Borrower shall consent to payment thereon notwithstanding such lack of strict
compliance).



     (g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof,
examine all documents purporting to represent a demand for payment under a Letter of Credit issued
by it. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of the date and the amount of such demand for payment and whether
such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to
give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse
such Issuing Bank and the Lenders with respect to any such LC Disbursement.



Third Amended and Restated Credit Agreement

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     (h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the
applicable obligor Borrower, or a Guarantor on its behalf, shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made (including reimbursement by way of ABR Loans made as
contemplated by paragraph (e) of this Section 2.04), the unpaid amount thereof shall bear interest,
for each day from and including the date such LC Disbursement is made to but excluding the date
that such Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR
Loans; provided that, if such applicable obligor Borrower, or a Guarantor on its behalf, fails to
reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.04, then
Section 2.11(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account
of the applicable Issuing Bank, except that interest accrued on and after the date of payment by
any Lender pursuant to paragraph (e) of this Section 2.04 to reimburse such Issuing Bank shall be
for the account of such Lender to the extent of such payment.



     (i) Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any time by written
agreement among the Company, the Administrative Agent, the replaced Issuing Bank and the successor
Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an
Issuing Bank. At the time any such replacement shall become effective, the applicable obligor
Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.10(b). From and after the effective date of any such replacement, (i) the successor
Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this
Agreement with respect to Letters of Credit issued by it thereafter and (ii) references herein to
the term “Issuing Bank” shall be deemed, when applicable, to refer to such successor or, when
applicable, to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as
the context shall require. After the replacement of an Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to
such replacement, but shall not be required to issue additional Letters of Credit.



     (j) Cash Collateralization. Notwithstanding any provisions of the Security Agreement relating
to the Cash Collateralization of LC Exposure, if any Event of Default shall occur and be
continuing, on the Business Day that any Borrower receives notice from the Administrative Agent or
the Majority Lenders demanding the Cash Collateralization of the LC Exposure pursuant to this
paragraph, such Borrower shall Cash Collateralize the LC Exposure; provided that the obligation to
deposit such cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to such Borrower described in paragraph (f) of Article 7. If any
Borrower is required to provide an amount of Cash Collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be
returned to such Borrower within three Business Days after all Events of Default have been cured or
waived.



     Section 2.05. Funding Of Borrowings. (a) Each Lender shall make each Loan to be made by it
hereunder on the proposed date of the related Borrowing by wire transfer of immediately available
funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders.



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The Administrative Agent will make such Loans available to the applicable Borrower by promptly
crediting the Loan amounts so received, in like funds, to such account as designated by such
Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.04(e) shall be remitted by the
Administrative Agent to the applicable Issuing Bank.




     (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date (or, in the case of a requested ABR Borrowing for which notice has been provided by
the Company on the same date of the proposed disbursement, the proposed time) of any Borrowing that
such Lender will not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such share available on
such date in accordance with paragraph (a) of this Section 2.05 and may, in reliance upon such
assumption, make available to the applicable Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of a Borrowing available to the Administrative Agent, then
the applicable Lender and Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and including the date
such amount is made available to such Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation, or (ii) in the case of the Borrower, the interest rate applicable to ABR
Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing.



     Section 2.06. Interest Elections. (a) Each Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request. The Company, on its own
behalf or on behalf of a Pipeline Company Borrower, may thereafter elect at any time and from time
to time on any Business Day to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as
provided in this Section 2.06. The Company, on its own behalf or on behalf of a Pipeline Company
Borrower, may elect different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.



     (b) To make an election pursuant to this Section 2.06, a Borrower shall notify the
Administrative Agent of such election by telephone not later than 12:00 noon, New York City time,
three Business Days before the proposed effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a form approved by
the Administrative Agent and signed by such Borrower.



     (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:



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     (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




     (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.




     (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.



     (e) If a Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the request of the Majority
Lenders, so notifies any Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless
repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.



     Section 2.07. Optional and Mandatory Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Maturity Date.



     (b) The Company may at any time terminate, or from time to time reduce, the unused portions of
the Commitments; provided that (i) each partial reduction of the Commitments shall be in an amount
that is an integral multiple of $1,000,000 and not less than $10,000,000, and (ii) the Company
shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment
of Loans in accordance with Section 2.09, the Outstandings would exceed the aggregate amount of the
Commitments.



     (c) The Company shall notify the Administrative Agent of any election to terminate or reduce
the Commitments under paragraph (b) of this Section 2.07, or any required reduction of the
Commitments under paragraph (d) of this Section 2.07, at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective



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date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise
the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section
2.07 shall be irrevocable; provided that a notice of termination of the Commitments delivered by
the Company may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Company (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied.




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



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



     Section 2.08. Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby
unconditionally promises to pay on the Maturity Date to the Administrative Agent for the account of
each Lender the then unpaid principal amount of each Loan made to such Borrower.



     (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such
Lender to such Borrower, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.



     (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Type thereof, the Interest Period applicable thereto and the
Borrower to whom such Loan is made, (ii) the amount of any principal or interest due and payable or
to become due and payable to each Lender hereunder on account of each Loan from the relevant
Borrower to whom such Loan was made and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.



     (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section 2.08 shall, to the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of each Borrower recorded therein absent manifest error;
provided that the failure of any Lender or the Administrative Agent to maintain any such account or
any error therein shall not in any manner affect the obligation of each Borrower to repay the Loans
made to such Borrower in accordance with the terms of this Agreement.



     (e) Any Lender may request that Loans made by it be evidenced by a Note. In such event, the
applicable Borrower shall prepare, execute and deliver to such Lender a Note or Notes payable to
the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns). Thereafter, the Loans evidenced by such Note and interest thereon shall at all times
(including after assignment pursuant to Section 10.04) be represented by one or more Notes in such
form payable to the order of the payee named therein (or, if such Note is a registered note, to
such payee and its registered assigns).



Third Amended and Restated Credit Agreement

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     Section 2.09. Optional and Mandatory Prepayment of Loans. (a) Any Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in part (without
premium or penalty but subject to Section 2.14), subject to prior notice in accordance with
paragraph (b) of this Section 2.09. All or any portion of any Loan prepaid may be borrowed and
reborrowed in accordance with the terms and provisions of this Agreement.



     (b) A Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of
any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not
later than 12:00 noon, New York City time, two Business Days before the date of prepayment, or (ii)
in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on
the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment
date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if
a notice of prepayment is given in connection with a conditional notice of termination of the
Commitments as contemplated by Section 2.07(c), then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.07(c). Promptly following
receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof. Each optional partial prepayment of any Borrowing shall be in a
minimum amount of $5,000,000 or a larger integral multiple of $1,000,000. Each optional prepayment
of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each
prepayment shall be accompanied by accrued and unpaid interest to the extent required by Section
2.11.



     (c) If on any date (including any date on which a mandatory reduction of Commitments occurs
pursuant to Section 2.07(d)) the aggregate Outstandings exceed the then aggregate Commitments,
then, without notice or demand, the Company shall promptly cause to be prepaid the principal amount
of the Loans and any unreimbursed LC Disbursements in an amount equal to such excess and, if all
Loans and unreimbursed LC Disbursements shall have been prepaid, promptly cause to be Cash
Collateralized outstanding Letters of Credit by an amount equal to any remaining excess.



     Section 2.10. Fees. (a) The Company agrees to pay to the Administrative Agent for the
account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily
amount of the excess of the Commitment of such Lender over such Lender’s Outstandings during the
period from and including the date hereof to but excluding the date on which such Commitment
terminates.



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



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of the Commitments and the date on which there ceases to be any LC Exposure with respect to
Letters of Credit issued by such Issuing Bank and (iii) to each Issuing Bank, such Issuing Bank’s
standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit
issued by it or processing of drawings thereunder.




     (c) Fees accrued pursuant to paragraphs (a), (b)(i) and (b)(ii) above, through and including
the last day of March, June, September and December of each year shall be payable on the third
Business Day following each such last day, commencing on the first such date to occur after the
Effective Date; provided that all such fees for the account of the Lenders shall be payable on the
date on which the Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand. All such fees shall be computed on the basis of
a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). Any other fees payable to any
Issuing Bank pursuant to this Section shall be payable within 10 days after demand.



     (d) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the
Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately
agreed to pursuant to the Fee Letter and (ii) on or prior to the Effective Date, to the
Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed
with the Lenders.



     (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for
distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable
under any circumstances.



     Section 2.11. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at
the Alternate Base Rate plus the Applicable Rate.



     (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.



     (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus
the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section
2.11 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided
in paragraph (a) of this Section 2.11.



     (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (c) of this Section 2.11 shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the event of



Third Amended and Restated Credit Agreement

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any conversion of any Eurodollar Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.




     (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day of the Interest Period). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.



     Section 2.12. Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:



     (a) the Administrative Agent determines in good faith (which determination shall be conclusive
absent manifest error) that, by reason of circumstances generally affecting the London interbank
Eurodollar market, adequate and reasonable means do not exist for ascertaining the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period; or



     (b) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate or
the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the
cost to such Lenders of making or maintaining their Loans included in such Borrowing for such
Interest Period;


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




     Section 2.13. Increased Costs.



     (a) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any
Issuing Bank; or




     (ii) impose on any Lender or any Issuing Bank or the London interbank market any other
condition materially affecting this Agreement or Eurodollar Loans made by such Lender or any
Letter of Credit or participation therein;


in each case other than as specified in paragraph (b) below, and the result of any of the foregoing
shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such






Third Amended and Restated Credit Agreement

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Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the
amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of
principal, interest or otherwise), in each case by an amount that such Lender or such Issuing Bank
reasonably deems to be material, then the applicable Borrower or Borrowers will pay to such Lender
or such Issuing Bank, as the case may be, in accordance with paragraph (c) of this Section 2.13
after such Borrower’s receipt of its written demand accompanied by documentation specifying in
reasonable detail the events and circumstances and the applicable Change in Law in support of any
such reimbursement request, such additional amount or amounts necessary to compensate such Lender
or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.




     (b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or such
Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company,
if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below
that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or such
Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company
with respect to capital adequacy) by an amount reasonably deemed by such Lender or such Issuing
Bank to be material, then from time to time upon submission by such Lender or such Issuing Bank to
the applicable Borrower or Borrowers (with a copy to the Administrative Agent) of a written demand
therefor accompanied by documentation specifying in reasonable detail the events and circumstances
applicable to such reduction and the applicable Change in Law in support of such demand, and the
amount demanded pursuant hereto, the applicable Borrower or Borrowers will, within 30 days after
receipt of such demand, pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts necessary to compensate such Lender or such Issuing Bank or such
Lender’s or such Issuing Bank’s holding company for any such reduction suffered.



     (c) A certificate of a Lender or such Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may
be, together with the relevant demand and accompanying documentation, all as specified in paragraph
(a) or (b) of this Section 2.13, shall be delivered to the Company and shall be conclusive absent
manifest error. The Company shall pay such Lender or such Issuing Bank, as the case may be, the
amount shown as due on any such certificate within 30 days after receipt thereof.



     (d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation
pursuant to this Section 2.13 shall not constitute a waiver of such Lender’s or such Issuing Bank’s
right to demand such compensation; provided that a Borrower shall not be required to compensate a
Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be,
notifies the Company of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s or such Issuing Bank’s intention to claim compensation therefor in accordance with
this Section; provided further that, if the Change in



Third Amended and Restated Credit Agreement

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Law giving rise to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof.




     Section 2.14. Break Funding Payments. In the event of (a) the payment of any principal of
any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including
as a result of an Event of Default or any prepayment under Section 2.09(a) or 2.09(c)), (b) the
conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date
specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.09(b) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of
a request by a Borrower pursuant to Section 2.17, then, in any such event, such Borrower shall
compensate each Lender for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the amount so prepaid or converted, or not so borrowed, continued, converted or prepaid,
at the Adjusted LIBO Rate that would have been applicable to such Eurodollar Loan, for the period
from the date of such event to the last day of the then current Interest Period therefor (or, in
the case of a failure to borrow, convert or continue, for the Interest Period that would have
commenced on the date of such failure for such Loan), over (ii) the amount of interest that would
have accrued to such Lender on such principal amount for such period at the interest rate which
such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the interbank eurodollar market. A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the applicable Borrower and shall be conclusive absent manifest
error. Each affected Lender requesting payment under this Section shall submit written demand
specifying in reasonable detail the events and circumstances resulting in such payment obligation,
together with a certificate as to any amounts payable pursuant to this Section to the applicable
Borrower. The applicable Borrower shall pay such Lender the amount shown as due on any such
certificate within 30 days after receipt thereof.



     Section 2.15. Taxes. (a) Any and all payments by or on account of any obligation of any
Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if a Borrower shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been made, (ii) such
Borrower shall make such deductions, and (iii) such Borrower shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable law.



     (b) In addition, each Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.



Third Amended and Restated Credit Agreement

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     (c) Each Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank,
within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of any Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to a Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on
its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest
error.



     (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower
to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a
copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.



     (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the United States, or of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the Borrowers (with a copy to the Administrative Agent), at the time or times prescribed
by applicable law, such properly completed and executed forms or other documentation prescribed by
applicable law or reasonably requested by a Borrower as will permit such payments to be made
without withholding or at a reduced rate.



     (f) The Administrative Agent or a Lender shall determine if, in its reasonable discretion, it
has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified
by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this
Section 2.15. If it determines that it has received any such refund, it shall pay over such refund
to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by
such Borrower under this Section 2.15 with respect to the Indemnified Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender
and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that each Borrower, upon the request of the Administrative Agent
or such Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or
such Lender in the event the Administrative Agent or such Lender is required to repay such refund
to such Governmental Authority. This Section shall not be construed to require the Administrative
Agent or any Lender to make available its tax returns (or any other information relating to its
taxes which it deems confidential) to any Borrower or any other Person.



     Section 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-Offs. (a) Each Borrower
shall make each payment required to be made by it hereunder and, unless stated otherwise therein,
under any of the other Loan Documents (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.13, 2.14 or 2.15, or



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otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately
available funds, without set-off or counterclaim. Any amounts received after such time on any date
may, in the discretion of the Administrative Agent, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon. All such payments shall be
made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except
payments to be made directly to an Issuing Bank as expressly provided herein and except that
payments pursuant to Sections 2.13, 2.14, 2.15 and 10.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments received by it for
the account of any other Person to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.




     (b) Except as otherwise provided in Section 2.09(c), if at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to such parties, and
(ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of principal and
unreimbursed LC Disbursements then due to such parties.



     (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in
LC Disbursements resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon
than the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and participations in LC
Disbursements of other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC Disbursements; provided that
(i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by a Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of
or sale of a participation in any of its Loans or participations in LC Disbursements to any
assignee or participant, other than to a Borrower or any Subsidiary or Affiliate thereof (as to
which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the Borrower rights of
set-off and counterclaim with respect to such participation as fully as if such Lender were a
direct creditor of the Borrower in the amount of such participation.



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     (d) Unless the Administrative Agent shall have received notice from a Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or any
Issuing Bank hereunder that such Borrower will not make such payment, the Administrative Agent may
assume that such Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as the
case may be, the amount due. In such event, if such Borrower has not in fact made such payment,
then each of the Lenders or any applicable Issuing Bank, as the case may be, severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or
such Issuing Bank, with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to or recovery by the Administrative Agent,
at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.



     (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.04(d) or 2.04(e), 2.05(b), or 2.16(d), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid.



     Section 2.17. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests
compensation under Section 2.13, or if any Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then
such Lender shall use reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.



     (b) If (w) any Lender requests compensation under Section 2.13, or (x) if any Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.15, or (y) if any Lender defaults in its obligation to fund
Loans hereunder or (z) any Lender refuses to grant its approval with respect to any matter
requiring the approval of all Lenders and such matter shall have been approved by the Majority
Lenders, then the Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 10.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall
have received the prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, participations in LC Disbursements, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal, participations in LC Disbursements and



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accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in
the case of any such assignment resulting from a claim for compensation under Section 2.13 or
payments required to be made pursuant to Section 2.15, such assignment will result in a reduction
in such compensation or payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation cease to apply.




ARTICLE 3

Conditions




     Section 3.01. Effective Date; Conditions to Initial Credit Event. This Agreement and the
other Loan Documents, and the obligations of the Lenders to make Loans hereunder and of the Issuing
Banks to issue Letters of Credit hereunder, shall not become effective until the date (the
“Effective Date”) on which each of the following conditions is satisfied (or waived in accordance
with Section 10.02):



     (a) This Third Amended and Restated Credit Agreement and each other Loan Document to be
executed and delivered on or before the Effective Date shall have been executed by each party
thereto, and each of the Administrative Agent (or its counsel) and the Company (or its counsel)
shall have received from each party hereto and thereto either (i) a counterpart hereof or thereof,
signed on behalf of each party thereto or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of this Agreement or such
other Loan Document) that such party has signed a counterpart hereof or thereof.



     (b) The Administrative Agent shall have received the following in form and substance
satisfactory to the Administrative Agent and in sufficient copies for each Lender:




     (i) true and correct copies of the resolutions of the Board of Directors (or a
committee thereof) of each of the Borrowers, certified as to authenticity by the Secretary
or an Assistant Secretary (or equivalent) of such Borrower, approving the borrowings and any
Guaranties contemplated hereby and authorizing the execution of this Agreement and the other
Loan Documents, to the extent such Borrower is a party thereto, and of all documents
evidencing other required Business Entity action of each of the Borrowers and required
governmental approvals to each of the Borrowers, if any, with respect to this Agreement and
the other Loan Documents.




     (ii) true and correct copies of the resolutions of the Board of Directors (or a
committee thereof) of each of the Subsidiary Guarantors (but excluding any Released
Parties), certified as to authenticity by the Secretary or an Assistant Secretary (or
equivalent) of such Subsidiary Guarantor, approving the Guaranty of the Subsidiary
Guarantors pursuant to the Subsidiary Guarantee Agreement as contemplated hereby and
authorizing the execution of such Subsidiary Guarantee Agreement and the other Loan
Documents, to the extent such Subsidiary Guarantor is a party thereto, and of all documents
evidencing other required Business Entity action of each of the Subsidiary



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Guarantors and required governmental approvals to each of the Subsidiary Guarantors, if
any, with respect to the Subsidiary Guarantee Agreement and the other Loan Documents.




     (iii) a certificate of the Secretary or an Assistant Secretary (or the equivalent) of
each of the Credit Parties (but excluding any Released Parties) certifying the names and
true signatures of the officers of each such Credit Party authorized to sign any Loan
Document and any other documents to be delivered by it hereunder or thereunder.




     (iv) true and correct copies of the Business Entity organizational or formation
documents of each Credit Party and of each Pledged Company (but excluding any Released
Parties), certified as to the receipt and filing of public record thereof by the appropriate
filing officer (or the office thereof) to the extent such documents are required by law to
be on file in the jurisdiction of organization or formation of such Person, and further
certified as to authenticity and completeness by the Secretary or an Assistant Secretary (or
the equivalent) of such Person.




     (v) copies of certificates dated as of a recent date from the Secretary of State or
other appropriate authority of such jurisdiction, evidencing the good standing (or
equivalent status) of each of the Credit Parties and of each Pledged Company (but excluding
any Released Parties) in its state of organization or formation.




     (vi) written opinions of (A) Bracewell & Giuliani LLP, counsel for the Credit Parties,
substantially in the form of Exhibit F-1, and (B) the General Counsel or Associate
General Counsel of the Company, substantially in the form of Exhibit F-2. The
Borrowers hereby request such counsel to deliver such opinions.




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




     (viii) certificates, dated the Effective Date and signed by the President, a Vice
President or a Financial Officer of the Company, confirming that no default or event of
default that has not been waived shall have occurred and be continuing under the Existing
Facility (as in effect immediately prior to the Effective Date).



     (c) The Administrative Agent shall have received (or shall receive from the proceeds of a
Borrowing on the Effective Date) all fees and other amounts due and payable on or prior to the
Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable
out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder.



     (d) (i) The Deposit (as defined in the Existing Facility), together with accrued interest
thereon, shall have been returned to the Deposit Lenders (as defined in the Existing Facility) (or
shall be returned substantially simultaneously with the closing hereunder), (ii) all Loans owing to
Departing Lenders, together with accrued interest thereon and accrued fees and all other amounts
payable under the Existing Facility for the account of Departing Lenders shall have been paid (or
shall be paid substantially simultaneously with the closing hereunder) and (iii) the Administrative
Agent shall have received evidence satisfactory to it of the foregoing.



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     (e) The Administrative Agent shall have received (i) evidence in form and substance
satisfactory to it that all filings, recordings, registrations and other actions, including,
without limitation, the filing of duly completed Uniform Commercial Code financing statements,
necessary or, in the opinion of the Administrative Agent, desirable to perfect the Transaction
Liens shall have been completed, (ii) the certificates, if any, representing the stock, limited
partnership interests, limited liability company interests and general partnership interests or any
other Equity Interest pledged as of the Effective Date pursuant to the Security Agreement, together
with an undated stock power or other transfer certificate for each such certificate executed in
blank by a duly authorized officer of the pledgor thereof, and (iii) such other evidence of the
control of the applicable Collateral by the Collateral Agent acceptable to the Administrative Agent
as may be requested the Administrative Agent.



     (f) Each of the Pipeline Company Borrowers, the Subsidiary Guarantors and the Pledged
Companies shall be a wholly-owned, direct or indirect, Subsidiary of the Company.



     (g) The Administrative Agent shall have received (i) the audited consolidated financial
statements of the Company and its consolidated Subsidiaries for the fiscal year ended December 31,
2006 and (ii) the unaudited consolidated financial statements of the Company and its consolidated
Subsidiaries for the fiscal quarter ended September 30, 2007.


The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date and the
satisfaction (or waiver in accordance with Section 10.02) of the conditions set forth in this
Section 3.01, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the
obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit
hereunder shall not become effective unless each of the foregoing conditions is satisfied (or
waived in accordance with Section 10.02) at or prior to 3:00 p.m., New York City time, on November
30, 2007 (and, in the event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).




     Section 3.02. Each Credit Event. The obligation of each Lender to make a Loan (excluding any
continuation or conversion of a Loan and any Loan financing the repayment of an LC Disbursement but
including the Loans to be made on the Effective Date) on the occasion of any Borrowing, and the
obligation of any Issuing Bank to issue a requested Letter of Credit (including the Letters of
Credit to be deemed issued hereunder on the Effective Date but excluding the extension or renewal
of Letters of Credit) for the account of any Borrower (or amend or increase the stated amount of
any issued Letter of Credit), is subject to the satisfaction of the following conditions:



     (a) The representations and warranties of each Borrower and each other Credit Party set forth
in this Agreement and the other Loan Documents shall be true and correct in all material respects
on and as of the date of such Borrowing, or the date of issuance (or amendment or increase in the
stated amount) of such Letter of Credit, as applicable, unless stated to be made on or as of, or to
relate to, a specific date or period other than the date of such Borrowing or issuance (or
amendment or increase in the stated amount).



     (b) At the time of and immediately after giving effect to such Borrowing (and, if any proceeds
thereof are being applied substantially contemporaneously to satisfy any other



Third Amended and Restated Credit Agreement

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obligation, to such application) or the issuance (or amendment or increase in the stated
amount) of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.




     (c) In the case of the issuance of a Letter of Credit, to the extent not already in effect
between the Company and the Issuing Bank issuing such Letter of Credit, the applicable Borrower
shall have executed and delivered standard documentation for account parties or reimbursement
obligors in connection with the issuances of letters of credit as is customary for such Issuing
Bank and that is not otherwise inconsistent with the terms of this Agreement.


Each Borrowing and each issuance of a (or amendment of or increase in the stated amount of an
issued) Letter of Credit shall be deemed to constitute a representation and warranty by the
applicable Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of
this Section.




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



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



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



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



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



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



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



Third Amended and Restated Credit Agreement

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     (g) The Lenders which are parties to the Existing Facility, comprising the “Majority Lenders”
as defined therein, hereby waive any requirement of notice of termination of the Commitments
pursuant to Section 2.07(c) of the Existing Facility and of prepayment of Loans to the extent
necessary to give effect to Section 3.01(d) and this Section 3.03.



ARTICLE 4

Representations and Warranties




     The Company, and each Pipeline Company Borrower, in each case with respect to itself and its
Subsidiaries, represents and warrants to the Administrative Agent, the Collateral Agent, each
Issuing Bank and each Lender that:



     Section 4.01. Organization; Powers. The Company is a Business Entity duly formed, validly
existing and in good standing under the laws of the State of Delaware. Each other Credit Related
Party is duly organized or formed, validly existing and, if applicable, in good standing in the
jurisdiction of its organization or formation. Each Credit Related Party possesses all applicable
Business Entity powers and all other authorizations and licenses necessary to engage in its
business and operations as now conducted, the failure to obtain or maintain which would have a
Material Adverse Effect.



     Section 4.02. Authorization. The execution, delivery and performance by each Credit Party of
the Loan Documents to which it is a party are within such Credit Party’s applicable Business Entity
powers, have been duly authorized by all necessary applicable Business Entity action, and do not
contravene (a) any Credit Related Party’s organizational documents, or (b) any law or any material
contractual restriction binding on or affecting any Credit Related Party.



     Section 4.03. Governmental Approvals; No Conflicts. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority is required for the due
execution, delivery and performance by any Credit Party of any Loan Document to which it is a
party, except those necessary to comply with laws, rules, regulations and orders required in the
ordinary course to comply with ongoing obligations of such Credit Party under Sections 5.01, 5.02
and 5.07, as applicable.



     Section 4.04. Binding Obligation; Enforceability. This Agreement constitutes, and the other
Loan Documents when delivered hereunder shall constitute, the legal, valid and binding obligations
of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance
with their respective terms, except as may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally or by general
principles of equity.



     Section 4.05. Financial Condition.



     (a) (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of
December 31, 2006, and the related consolidated statements of income and cash flows of the Company
and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP,
independent public accountants, copies of which have been



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furnished to the Administrative Agent and the Lenders prior to the date hereof, present
fairly, in all material respects, the consolidated financial condition of the Company and its
consolidated Subsidiaries as at such date and the consolidated results of the operations of the
Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with
GAAP consistently applied (except as approved by the chief financial officer of such entity and as
disclosed therein), excluding for purposes of this representation the effect of any subsequent
revisions or restatements thereto that may be required by the SEC with respect to (i) the
accounting treatment relating to the negative revision in the proven reserves of crude oil and
natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to
approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported
changes to the accounting for various hedging transactions and related ceiling test impairment
charges.




     (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of
September 30, 2007, and the related consolidated statements of income and cash flows of the Company
and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been
furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all
material respects, the consolidated financial condition of the Company and its consolidated
Subsidiaries as at such date and the consolidated results of the operations of the Company and its
consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP
consistently applied (except as approved by the chief financial officer of such entity and as
disclosed therein), subject in the case of such unaudited statements to normal year-end audit
adjustments and reduced footnote disclosure, excluding for purposes of this representation the
effect of any subsequent revisions or restatements thereto that may be required by the SEC with
respect to (i) the accounting treatment relating to the negative revision in the proven reserves of
crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount
equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company
reported changes to the accounting for various hedging transactions and related ceiling test
impairment charges.



     (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in
Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31,
2006, there has been no Material Adverse Effect.



     Section 4.06. Compliance with Laws and Agreements. Each of the Company and its Subsidiaries
is in compliance with all laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property except where the failure to comply, individually or in the
aggregate, would not, in the reasonable judgment of the Company, be expected to result in a
Material Adverse Effect; provided that the alleged failures to comply with such laws, rules,
regulations, and orders that are disclosed in any annual report on Form 10-K, quarterly report on
Form 10-Q or current report on Form 8-K filed by any Borrower with the SEC prior to the date hereof
shall not be deemed at any time by the parties to the Loan Documents to be expected to have a
Material Adverse Effect for any purposes hereof.



     Section 4.07. Litigation. There is no action, suit or proceeding pending, or to the
knowledge of any Borrower threatened, against or involving any Credit Related Party in any court,
or before any arbitrator of any kind, or before or by any Governmental Authority, existing



Third Amended and Restated Credit Agreement

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as of the Effective Date (x) that in the reasonable judgment of the Company (taking into
account the availability of appeals) could reasonably be expected to have a Material Adverse
Effect, except for the proceedings described in the Company’s annual report on Form 10-K for the
year ended December 31, 2006 or its quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2007 (the “3rd Quarter 2007 10-Q”) as filed with the SEC (the “Disclosed
Proceedings”) or (y) which purports to affect the legality, validity, binding effect or
enforceability of the Loan Documents. Since the date of filing of the 3rd Quarter 2007
10-Q, there has been no adverse change in the status of the Disclosed Proceedings that, taking into
account the availability of any appeals, could reasonably be expected to increase materially the
likelihood of a Material Adverse Effect resulting therefrom.




     Section 4.08. Taxes. Each Credit Related Party has duly filed all tax returns required to be
filed by it, and has duly paid and discharged all taxes, assessments and governmental charges upon
it or against its properties now due and payable, the failure to file or pay which, as applicable,
would have a Material Adverse Effect, unless and to the extent only that the same are being
contested in good faith and by appropriate proceedings by the Company or the applicable Credit
Related Party.



     Section 4.09. Properties. (a) Each Credit Related Party has good title to its respective
properties and assets, free and clear of all mortgages, liens and encumbrances, except for (i)
Transaction Liens and (ii) other mortgages, liens and other encumbrances (including covenants,
restrictions, rights, easements and minor irregularities in title) that do not materially interfere
with the business or operations of such Credit Related Party as presently conducted or that are
permitted by Section 6.01.



     (b) As of the Effective Date, the Company is aware of no Liens permitted by Section 6.01(a)
solely by reason of clause (d) of the definition of Collateral Permitted Liens.



     Section 4.10. ERISA. (a) No Termination Event has occurred or is reasonably expected to
occur with respect to any Plan which, with the giving of notice or lapse of time, or both, would
constitute an Event of Default under paragraph (h) of Article 7.



     (b) Each Plan has complied with the applicable provisions of ERISA and the Code where the
failure to so comply would reasonably be expected to result in a Material Adverse Effect.



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



     (d) Neither the Company nor any ERISA Affiliate has incurred, or is reasonably expected to
incur, any Withdrawal Liability to any Multiemployer Plan which, when aggregated with all other
amounts required to be paid to Multiemployer Plans in connection with Withdrawal Liability (as of
the date of determination), would have a Material Adverse Effect.



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     (e) Neither the Company nor any ERISA Affiliate has received any notification that any
Multiemployer Plan is in reorganization, insolvent or has been terminated, within the meaning of
Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization, to be
insolvent or to be terminated within the meaning of Title IV of ERISA the effect of which
reorganization, insolvency or termination would be the occurrence of an Event of Default under
paragraph (h) of Article 7.



     Section 4.11. Investment Company Act. No Credit Party is an “investment company” or a
“company” controlled by an “investment company” within the meaning of the Investment Company Act of
1940, as amended.



     Section 4.12. Federal Reserve Regulations. The Borrowings by any Borrower under this
Agreement and the Notes and the application of the proceeds thereof as provided herein will not
violate Regulation T, U or X of the Board of Governors.



     Section 4.13. Collateral. The Security Agreement is effective to create in favor of the
Collateral Agent, for the benefit of the Secured Parties, a valid Lien on, and security interest
in, all right, title and interest of each Credit Party, as applicable, in the Collateral, as
security for the Secured Obligations, prior and superior in right to any other Lien (except for
Collateral Permitted Liens), except in each case above as may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally. All financing statements have been filed that are necessary to perfect any security
interest created pursuant to any Security Document that can be perfected by the filing of such
financing statements and all actions necessary to provide control to the Collateral Agent, with
respect to any Collateral for which control can be established in favor of the Collateral Agent
have been taken, including delivery of such Collateral to the Collateral Agent to the extent such
Collateral is certificated or for which possession can provide perfection with respect thereto.



     Section 4.14. Environmental Matters. Except for the matters set forth on Schedule 4.14 and
other matters that, in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, no Credit Related Party (a) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required under any
Environmental Law, (b) is subject to any Environmental Liability, (c) has received notice of any
claim with respect to any Environmental Liability or (d) knows of any basis for any Environmental
Liability.



     Section 4.15. Disclosure. The publicly available information filed by any Credit Related
Party with the SEC when taken as a whole does not contain any material misstatement of fact or omit
to state any material facts necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.



     Section 4.16. Subsidiaries. Schedule 4.16 sets forth the name of, and the ownership interest
of the Company in, each of its Subsidiaries as of October 12, 2007.



     All representations and warranties made by the Credit Parties herein, and any other Loan
Document delivered pursuant hereto, shall survive the making of the Loans, the issuance of any
Letter of Credit and the execution and delivery by the Credit Parties of the Loan Documents.



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ARTICLE 5

Affirmative Covenants




     Until the Final Payment Date shall have occurred, unless the Majority Lenders shall otherwise
consent in writing, each Borrower will, with respect to Sections 5.01 through 5.06, and the Company
will, with respect to Sections 5.07 through 5.09:



     Section 5.01. Preservation of Existence. Preserve and maintain, and, in the case of the
Company, cause each other Credit Related Party to preserve and maintain, its (a) existence, (b)
rights (organizational and statutory), and (c) material franchises, except as otherwise permitted
by Section 6.04 or 6.05 or where the failure to so preserve would not have a Material Adverse
Effect and except that nothing herein shall prevent any change in Business Entity form of the
Company or any other Credit Related Party.



     Section 5.02. Compliance with Laws. Comply, and, in the case of the Company, cause each
other Credit Related Party to comply, in all material respects with all applicable laws, rules,
regulations and orders (including all Environmental Laws and laws requiring payment of all taxes,
assessments and governmental charges imposed upon it or upon its property except to the extent
contested in good faith by appropriate proceedings) the failure to comply with which would have a
Material Adverse Effect.



     Section 5.03. Visitation Rights. At any reasonable time and from time to time, permit the
Administrative Agent or any of the Lenders or any agents or representatives thereof, to examine and
make copies of and abstracts from the records and books of account of, and visit the properties of,
the Company and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the
Company and any of its Subsidiaries with any of their officers and, in the company of an officer of
the Company or the applicable Subsidiary if so requested by the Company, with their independent
certified public accountants.



     Section 5.04. Books and Records. Keep, and, in the case of the Company, cause each of its
Subsidiaries to keep, proper books of record and account, in which full and correct entries shall
be made of all its respective financial transactions and the assets and business of the Company and
each of its Subsidiaries, as applicable, in accordance with GAAP either (a) consistently applied or
(b) applied in a changed manner provided such change shall have been disclosed to the
Administrative Agent and shall have been consented to by the accountants which (as required by
Section 5.08) report on the financial statements of the Company and its Subsidiaries for the fiscal
year in which such change shall have occurred.



     Section 5.05. Maintenance of Properties. Maintain and preserve, and, in the case of the
Company, cause each other Credit Related Party to maintain and preserve, all of its properties that
are used in the conduct of its business in good working order and condition, ordinary wear and tear
excepted, to the extent that any failure to do so would have a Material Adverse Effect.



     Section 5.06. Maintenance of Insurance. Maintain or cause to be maintained with financially
sound and reputable insurance companies (or through self-insurance), property damage and liability
insurance of such types, in such amounts and against such risks as is



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commercially reasonable to maintain; and furnish to the Administrative Agent, upon written
request, full information as to the insurance carried.




     Section 5.07. Security Interests in Collateral. (a) Execute and deliver, and cause each
Subsidiary Guarantor to execute and deliver, to the Administrative Agent such guaranties, security
agreements and supplements, amendments and joinders to the Security Documents, in each case in form
and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent
deems necessary or advisable in order to ensure that the applicable Guarantor guarantees, as
primary obligor and not as surety, the full and punctual payment when due of the Secured
Obligations and that the Secured Obligations are secured by valid, perfected and enforceable
first-priority Transaction Liens (subject only to Collateral Permitted Liens) over all of the
Collateral owned by the Company or such Subsidiary Guarantor as security for the Secured
Obligations, and (b) deliver, or cause to be delivered, to the Administrative Agent such opinions
of counsel and other related documents as may be reasonably requested by the Administrative Agent
with respect to the requirements of this Section 5.07.



     Section 5.08. Reporting Requirements. Furnish to each Lender in such reasonable quantities
as shall from time to time be requested by such Lender:



     (a) as soon as publicly available, and in any event within 60 days after the end of each of
the first three fiscal quarters of each fiscal year of each of the Company and each other Credit
Related Party that is required to file a Form 10-Q and/or Form 10-K with the SEC, a consolidated
balance sheet of each of the Company and such other Credit Related Party and its respective
consolidated Subsidiaries as of the end of such quarter, and consolidated statements of income and
cash flows of each of the Company and such other Credit Related Party and its respective
Subsidiaries each for the period commencing at the end of the previous fiscal year and ending with
the end of such quarter, certified (subject to normal year-end adjustments and the absence of
footnotes) as being fairly stated in all material respects by a Financial Officer and accompanied
by a certificate of such officer stating (i) whether or not such officer has knowledge of the
occurrence of any Event of Default that is continuing hereunder or of any event not theretofore
remedied that with notice or lapse of time or both would constitute such an Event of Default and,
if so, stating in reasonable detail the facts with respect thereto, (ii) all relevant facts in
reasonable detail to evidence, and the computations as to, whether or not (A) the Company is in
compliance with the requirements set forth in Section 6.02 and (B) each Pipeline Company Borrower
is in compliance with the requirements set forth in Section 6.03, and (iii) a listing of all Credit
Related Parties and consolidated Subsidiaries of the Company showing the extent of its direct and
indirect holdings of their stocks;



     (b) as soon as publicly available and in any event within 120 days after the end of each
fiscal year of each of the Company and each other Credit Related Party that is required to file a
Form 10-Q and/or Form 10-K with the SEC, a copy of the annual report for such year for each of the
Company and such other Credit Related Party and its respective consolidated Subsidiaries containing
financial statements for such year reported on by nationally recognized independent public
accountants (without any qualification or exception as to the scope of such audit), accompanied by
a report signed by said accountants stating that such financial statements have been prepared in
accordance with GAAP;



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     (c) within 120 days after the close of each of the Company’s fiscal years, a certificate of a
Financial Officer stating (i) whether or not he has knowledge of the occurrence of any Event of
Default that is continuing hereunder or of any event not theretofore remedied that with notice or
lapse of time or both would constitute such an Event of Default and, if so, stating in reasonable
detail the facts with respect thereto, (ii) all relevant facts in reasonable detail to evidence,
and the computations as to, whether or not (A) the Company is in compliance with the requirements
set forth in Section 6.02 and (B) each Pipeline Company Borrower is in compliance with the
requirements set forth in Section 6.03, and (iii) a listing of all Credit Related Parties and
consolidated Subsidiaries of the Company showing the extent of its direct and indirect holdings of
their stocks;



     (d) promptly after the sending or filing thereof, copies of all publicly available reports
that the Company or any other Credit Related Party sends to any of its security holders and copies
of all publicly available reports and registration statements that the Company or any other Credit
Related Party files with the SEC or any national securities exchange other than registration
statements relating to employee benefit plans and to registrations of securities for selling
security holders;



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



     (f) promptly in writing, notice of all litigation and of all proceedings before any
Governmental Authority against or involving the Company or any other Credit Related Party, except
any litigation or proceeding that in the reasonable judgment of the Company (taking into account
the availability of appeals) is not likely to have a material adverse effect on the consolidated
financial condition of the Company and its consolidated Subsidiaries taken as a whole;



     (g) within three Business Days after a Financial Officer obtains knowledge thereof (i) notice
of the occurrence of any Default that is continuing, together with a detailed statement by a
responsible officer of the Company of the steps being taken by the Company or the appropriate
Subsidiary of the Company to cure the effect of such event, (ii) notice of the occurrence of any
event that could reasonably be expected to result in a Material Adverse Effect and (iii) notice of
the execution of any agreement relating to, or the consummation of, any Disposition that could
reasonably be expected to result in a Mandatory Asset Reduction Event,



     (h) as soon as practicable and in any event (i) within 30 days after the Company or any ERISA
Affiliate knows or has reason to know that any Termination Event described in clause (a) of the
definition of Termination Event with respect to any Plan has occurred that could reasonably be
expected to have a Material Adverse Effect, and (ii) within 10 days after the Company or any ERISA
Affiliate knows or has reason to know that any other Termination Event with respect to any Plan has
occurred, a statement of a Financial Officer describing such Termination Event and the action, if
any, that the Company or such ERISA Affiliate proposes to take with respect thereto;



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     (i) promptly and in any event within five Business Days after receipt thereof by the Company
or any ERISA Affiliate, copies of each notice received by the Company or any ERISA Affiliate from
the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer
any Plan which termination could reasonably be expected to have a Material Adverse Effect;



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



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



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



     Each balance sheet and other financial statement furnished pursuant to Sections 5.08(a) and
5.08(b) shall contain comparative financial information which conforms to the presentation required
in Form 10-Q and 10-K, as appropriate, under the Securities Exchange Act of 1934, as amended. The
electronic posting of any financial statements, reports, notices or other items required to be
furnished pursuant to this Section 5.08 on a website established for Lender access shall constitute
delivery for all purposes this of Section 5.08.



     Section 5.09. Collateral Reporting. Furnish, and cause each Subsidiary Guarantor to furnish,
to the Collateral Agent, on a quarterly basis, as of March 31, June 30, September 30 and December
31 of each calendar year, within 60 days after the end of each of the first three calendar quarters
and within 120 days after the end of each calendar year, commencing September 30, 2007, a
supplement to Schedule V to the Security Agreement.



ARTICLE 6

Negative Covenants




     Until the Final Payment Date shall have occurred, unless the Majority Lenders shall otherwise
consent in writing:



     Section 6.01. Liens.



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     (a) The Company shall not, and shall not permit any Subsidiary of the Company to, create,
assume, incur, or suffer to exist, any Liens (other than Collateral Permitted Liens) upon or with
respect to any of the Collateral.



     (b) The Company shall not, and shall not permit any Subsidiary of the Company (other than
Southern Natural Gas Company, (i) MLP, (ii) any Project Financing Subsidiary and (iii) any
Subsidiary of any of the foregoing) to, create, assume, incur, or suffer to exist, any Lien
securing Debt that would require the Company or any of its Subsidiaries to equally and ratably
secure such Debt with any Specified Indenture Debt of the Company or any consolidated Subsidiary of
the Company unless the Secured Obligations shall be secured equally and ratably with, or prior to,
such Debt so long as such Specified Indenture Debt shall be so equally and ratably secured.



     (c) The Company shall not permit any Restricted Subsidiary to create, assume, incur or suffer
to exist any Lien on any property or asset of such Restricted Subsidiary except for:




     (i) Liens on the Equity Interests in, or Indebtedness or other obligations of, or
assets of, any Project Financing Subsidiary (or any Equity Interests in, or Indebtedness or
other obligations of, any Business Entity that is directly or indirectly owned by any
Project Financing Subsidiary) securing the payment of a Project Financing and related
obligations;




     (ii) Permitted Liens;




     (iii) Liens created by any Alternate Program permitted under Section 6.04(b)(iv) (or
any document executed by any Borrower or any Subsidiary of a Borrower in connection
therewith);




     (iv) Liens (other than Liens with respect to the Collateral) in existence on the
Effective Date, plus any successive renewals or extensions of such Liens, and any grant of a
Lien, in connection with any successive refinancing, extension or renewal of the Debt or any
liability under any Guaranty secured by such Liens, provided that (A) the aggregate
principal amount of the Debt or any liability under any Guaranty (and any successive
refinancing, extension or renewal thereof) secured by such Liens does not increase from that
amount outstanding at the time of such renewal, extension or grant of the Lien or such
refinancing and any such successive renewal, extension or grant of the Lien does not
encumber any additional property or assets of such Restricted Subsidiary (except as
contemplated by clause (vii) below) and (B) no such Liens shall be granted after the
Effective Date to secure Debt owed to the Company or to any of its Subsidiaries that is not
a Restricted Subsidiary;




     (v) any Lien on any asset (including a Capital Lease) securing Indebtedness incurred or
assumed for the purpose of financing all or any part of the cost of acquiring such asset,
provided that such Lien attaches to such asset concurrently with or within 180 days after
the acquisition thereof;




     (vi) the Transaction Liens and Liens permitted by the Security Documents; and



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     (vii) any Lien on products and proceeds (including dividends, distributions, interest
and like payments on or with respect to, and insurance and condemnation proceeds and rental,
lease, licensing and similar proceeds) of, and property evidencing or embodying, or
constituting rights or other general intangibles directly relating to or arising out of, and
accessions and improvements to, property or assets subject to such Liens, so long as such
Lien on such property or assets is permitted by this Section 6.01.



     Section 6.02. Financial Covenants.



     (a) Leverage Ratio. The Company shall not permit the ratio of (i) the sum of (A) the
aggregate amount of consolidated Debt of the Company and its consolidated Subsidiaries, plus (B)
the aggregate amount of consolidated Guaranties of the Company and its consolidated Subsidiaries,
plus (C) the outstanding principal (or equivalent) amount of financing extended to the Company and
its consolidated Subsidiaries pursuant to any Alternate Program, regardless of whether such
financing gives rise to “Indebtedness” hereunder, minus (D) all unrestricted cash balances of the
Company and its consolidated Subsidiaries (in each case, without duplication of amounts under this
clause (i) and determined as to all of the foregoing entities on a consolidated basis) (it being
understood that cash balances in the Qualified Investments Account or any Qualified Investments
Subaccount are not restricted for purposes of this clause (D) minus (E) all restricted cash
balances of the Company and its consolidated Subsidiaries securing or otherwise supporting the
payment of Debt or Guaranties of the Company and its consolidated Subsidiaries included in (A)
above to (ii) Consolidated EBITDA of the Company and its consolidated Subsidiaries for the then
most recently ended period of four fiscal quarters to exceed (x) 5.50:1 at any time prior to June
30, 2008 and (y) 5.25:1 at any time on or after June 30, 2008.



     (b) Fixed Charge Coverage Ratio. The Company shall not permit the ratio of (i) Consolidated
EBITDA of the Company and its consolidated Subsidiaries for the then most recently ended period of
four fiscal quarters to (ii) the sum of its consolidated interest expense plus its total dividends
paid, in each case for the then most recently ended period of four fiscal quarters to be less than
(x) 1.75:1 at any time prior to June 30, 2008 and (y) 2.0:1 at any time on or after June 30, 2008.



     Section 6.03. Debt. No Pipeline Company Borrower and no Subsidiary of a Pipeline Company
Borrower shall incur or become liable for any Debt (other than loans from a FERC-Regulated
Restricted Subsidiary that are subordinated to the Obligations pursuant to Acceptable Subordination
Provisions and the proceeds of which are used to make a Qualified Investment or fund working
capital) or any liability under Guaranties if, immediately after giving effect to such Debt or
liability under such Guaranties and the receipt and application of any proceeds thereof (or of any
Debt so guaranteed) or value received in connection therewith, (i) the ratio of Debt (excluding
loans from a FERC-Regulated Restricted Subsidiary that are subordinated to the Obligations pursuant
to Acceptable Subordination Provisions and the proceeds of which are used to make a Qualified
Investment or fund working capital) and liabilities under Guaranties, without duplication, of the
applicable Pipeline Company Borrower and its consolidated Subsidiaries to Consolidated EBITDA of
such Pipeline Company Borrower and its consolidated Subsidiaries, in each case on a consolidated
basis for the applicable Pipeline Company Borrower and its consolidated Subsidiaries, for the then
most recently completed four quarter period for which



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financial statements have been delivered as required by Section 5.08 would exceed 5 to 1, or
(ii) the proceeds of any such Debt (or of the underlying Debt guaranteed by any such Guaranty)
would be used for any purpose other than (A) the funding of working capital of the applicable
Pipeline Company Borrower or Subsidiary, (B) the successive refinancing of Debt incurred to fund
working capital, (C) the making of Qualified Investments or (D) the refinancing or replacement of
Debt.




     Section 6.04. Disposition of Property or Assets.



     (a) The Company shall not, and shall not permit any Credit Related Party to, Dispose of any
interest in any asset or property constituting Collateral, except (i) in connection with a change
in form of Business Entity that does not (x) result in a Person other than a Credit Related Party
owning any Equity Interests in the resulting Business Entity or (y) adversely affect the validity,
perfection or priority of the Transaction Liens on any of the Collateral, (ii) any Disposition that
is the result of any casualty or condemnation of Collateral or any order (whether or not having the
force of law) of the FERC or any other Governmental Authority with respect to such Collateral, so
long as the Commitments shall be permanently reduced to the extent required by Section 2.07(d),
(iii) Dispositions of Collateral in a transaction permitted by Section 6.05 and (iv) Dispositions
of direct or indirect equity interests in the Pipeline Company Borrowers to either (x) MLP or a
Subsidiary of MLP (including intermediate inter-company transfers in connection therewith) or (y) a
Person other than the Company or a Subsidiary of the Company, in any such case on an arm’s-length
basis (as reasonably determined by the Company), provided that the sum of the effective percentage
interest in TGPC so Disposed of plus the effective percentage interest in EPNGC so Disposed of
shall not exceed 15%.



     (b) The Company shall not, and shall not permit any Credit Related Party to, Dispose of any
property or asset, provided that this Section 6.04(b) shall not apply to:




     (i) Dispositions of property or assets (other than Dispositions of Collateral) by
Restricted Subsidiaries not otherwise permitted pursuant to any other provision of this
Section 6.04, provided that (x) any such Disposition is conducted on an arms-length basis,
(y) except in the case of any such Disposition to MLP or a Subsidiary of MLP (including
intermediate inter-company transfers in connection therewith), the consideration for such
Disposition does not consist of Equity Interests or Indebtedness, and (z) if the Net Cash
Proceeds of such Disposition exceed $5,000,000 on an individual basis or $10,000,000 in the
aggregate during any fiscal year of the Company, the Commitments shall be permanently
reduced to the extent required by Section 2.07(d);




     (ii) Dispositions not otherwise permitted pursuant to any other provision of this
Section 6.04 (other than clause (i) above) and that result from any casualty or condemnation
of any property or assets of any Restricted Subsidiary or any order (whether or not having
the force of law) of the FERC or any other Governmental Authority, provided that, if the Net
Cash Proceeds of such Disposition exceed $5,000,000 on an individual basis or $10,000,000 in
the aggregate during any fiscal year of the Company, the Commitments shall be permanently
reduced to the extent required by Section 2.07(d);



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     (iii) Dispositions of obsolete or worn out property or assets (or property or assets no
longer useful in the business of the relevant Credit Related Party) in the ordinary course
of business and leases or subleases of unused office or other space in the ordinary course
of business;




     (iv) Dispositions of any receivables and related rights pursuant to any Alternate
Program so long as immediately before and immediately after giving effect to such
Disposition the Company is in compliance with Section 6.02(a);




     (v) Dispositions of any Project Financing Subsidiary and/or all or any part of any such
Project Financing Subsidiary’s assets or property;




     (vi) Dispositions of property or assets to a Restricted Subsidiary, or to a Business
Entity that after giving effect to such Disposition will become a Restricted Subsidiary in
which the Company’s direct or indirect Equity Interest will be at least as great as its
direct or indirect Equity Interest in the transferor immediately prior to such Disposition;




     (vii) Dispositions permitted by, and subject to the terms of, Section 6.04(a) and
Dispositions permitted by Section 6.05;




     (viii) the Disposition of EPEC Realty, Inc.;




     (ix) Dispositions of inventory in the ordinary course of business;




     (x) Dispositions constituting licenses of intellectual property in the ordinary course
of business;




     (xi) Dispositions of cash or Cash Equivalents (other than cash or Cash Equivalents
constituting Collateral under the Security Agreement or an amount equal to proceeds of any
Disposition permitted pursuant to clauses (i) and (ii) above in excess of the applicable
threshold amounts specified therein, which such cash or Cash Equivalents shall be Disposed
of pursuant to the terms and provisions of this Agreement and the Security Agreement);




     (xii) Dispositions of Indebtedness or instruments or other obligations that are
received as consideration for any Disposition of property or assets (other than Dispositions
permitted pursuant to clauses (i) and (ii) above);




     (xiii) Dispositions of investments (including Equity Interests and Indebtedness or
instruments or other obligations) that are received in connection with the bankruptcy or
reorganization of suppliers, customers or other Persons, or in settlement of, or pursuant to
any judgment or other order in respect of, delinquent obligations of, or litigation
proceedings or other disputes with, or from exercises of rights or remedies against, any
such Persons;



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




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



     (c) No Borrower shall Dispose of (in a single or related series of transactions) assets
constituting all or substantially all of the consolidated assets of such Borrower and its
Subsidiaries taken as a whole, provided that this Section 6.04(c) shall not apply to (i) any
transaction permitted by Section 6.04(a), Section 6.04(b)(ii), (b)(vi), (b)(vii) or (b)(xiii) or
Section 6.05 or (ii) any transaction required by a final order of any Governmental Authority of
competent jurisdiction.



     Section 6.05. Mergers. The Company shall not, and shall not permit any other Credit Related
Party to, merge or consolidate with, or liquidate into, any Person, except that, provided no Event
of Default has occurred and is continuing (both before and immediately after giving effect to any
merger, consolidation or liquidation permitted below):



     (a) any Credit Related Party (other than the Company) in addition to mergers, consolidations
and liquidations provided for in clauses (b) and (c) below, may merge or consolidate with, or
liquidate into, any other Credit Related Party (other than the Company), provided that (i) the
continuing or surviving Credit Related Party unconditionally assumes by written agreement
satisfactory to the Administrative Agent all of the performance and payment obligations of the
other Credit Related Party under any Loan Documents to which it is a party and (ii) the Lien under
the Security Documents in favor of the Collateral Agent on any Collateral owned by any applicable
Subsidiary Guarantor immediately prior to such merger, consolidation or liquidation remains
effective and perfected immediately thereafter with no loss of relative priority to any other class
of creditor from that existing immediately prior to such merger, consolidation or liquidation;
provided, however, that any Pledged Company shall be permitted to merge with another Restricted
Subsidiary, so long as the Equity Interests of the surviving Business Entity are subject to
perfected Transaction Liens and neither the priority of such Liens nor the value of the Collateral
is diminished as a result of such merger;



     (b) any Exempted Guarantor may merge or consolidate with, or liquidate into, any other
Exempted Guarantor or other Business Entity that is not a Credit Related Party, provided that (i)
the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary of the Company
and remains a Subsidiary Guarantor, (ii) if the Exempted Guarantor is not the continuing or
surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by
written agreement satisfactory to the Administrative Agent all of the obligations of such Exempted
Guarantor under the Loan Documents to which the applicable Exempted Guarantor is a party and (iii)
the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by
the applicable Exempted Guarantor immediately prior to such merger, consolidation or liquidation
remains effective and perfected immediately



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thereafter with no loss of relative priority to any other class of creditor from that existing
immediately prior to such merger, consolidation or liquidation; and




     (c) the Company may merge or consolidate with, or liquidate into, any Business Entity other
than a Credit Related Party, provided that (i) (A) the Company is the continuing or surviving
Business Entity or (B) the continuing or surviving Business Entity is organized under the laws of
the United States or a State thereof and unconditionally assumes by written agreement satisfactory
to the Administrative Agent all of the performance and payment obligations of the Company under any
Loan Documents to which it is a party, and (ii) the Lien under the Security Documents in favor of
the Collateral Agent on any Collateral owned by the Company immediately prior to such merger,
consolidation or liquidation remains effective and perfected immediately thereafter with no loss of
relative priority to any other class of creditor (either contractually, by structural subordination
or otherwise) from that existing immediately prior to such merger, consolidation or liquidation.



     Section 6.06. Use of Proceeds. No Borrower shall use the proceeds of any Loan or any Letter
of Credit for any purpose that would (a) whether directly or indirectly, entail a violation of any
of the Regulations of the Board of Governors, including Regulations T, U and X or (b) constitute a
use other than a general corporate purpose (it being understood that the payments to be made to
Departing Lenders pursuant to Section 3.01(d)(ii) shall constitute a permitted use of proceeds
pursuant to this Section 6.06).



     Section 6.07. Transactions with Affiliates. No Credit Related Party (other than an Exempted
Guarantor) will sell, lease or otherwise transfer any property to, or purchase, lease or otherwise
acquire any property from, or otherwise engage in any other transaction with, any Affiliate of the
Company that is not a Subsidiary of the Company, whether or not in the ordinary course of business,
except (a) transactions on terms no less favorable to such Credit Related Party as would be
obtainable by such Credit Related Party at the time in a comparable arm’s-length transaction or
series of transactions with a person other than an Affiliate of the Company, (b) any Disposition
permitted under Section 6.04 or any merger, consolidation or liquidation permitted under Section
6.05 and (c) transactions the value of which are de minimis in relation to the assets, liabilities
or revenues of the Credit Related Party engaging in such transaction.



     Section 6.08. Restrictive Agreements. No Credit Related Party will, directly or indirectly,
enter into or permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition on (a) the ability of any Credit Related Party (other than the Company or the
Exempted Guarantor) to create or permit to exist any Lien on any of its property or (b) the ability
of any Restricted Subsidiary or Pipeline Company Borrower to pay dividends or other distributions
with respect to any shares of its capital stock or to make or repay loans or advances to the
Company or any Subsidiary Guarantor or to Guarantee Debt of the Company or any Subsidiary Guarantor
or to otherwise transfer assets to or invest in the Company or any Subsidiary Guarantor; provided
that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan
Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date
hereof and identified on Schedule 6.08, or any extension, refinancing or renewal thereof on market
terms and conditions, (iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such
restrictions and conditions apply only



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to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of
this Section shall not apply to restrictions or conditions imposed by any agreement relating to
secured Debt permitted by this Agreement if such restrictions or conditions apply only to the
property securing such Debt, (v) clause (a) of this Section shall not apply to customary provisions
in leases and other contracts entered into in the ordinary course of business restricting the
assignment thereof, (vi) the foregoing shall not apply to any Pipeline Company Borrower or its
Subsidiary in connection with the issuance of debt otherwise permitted hereunder on market-clearing
terms that are no less favorable to such Pipeline Company Borrower or its Subsidiary than the
Reference Indenture and (vii) clause (a) and (b) of this Section shall not apply to any assets that
are the subject of an Alternate Program or to any Restricted Subsidiary whose only activities are
to purchase receivables from a Pipeline Company Borrower or a Subsidiary of a Pipeline Company
Borrower and resell such receivables, in each case pursuant to an Alternate Program.




ARTICLE 7

Events of Default




     If any of the following events (“Events of Default”) shall occur and be continuing:



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



     (b) Any representation or warranty made or deemed made by any Credit Party herein or by any
Credit Party (or any of its officers) in connection with this Agreement shall prove to have been
incorrect in any material respect when made or deemed made and, if such representation or warranty
is capable of being cured, such inaccuracy shall remain unremedied for 30 days after written notice
thereof shall have been given to such Credit Party by the Administrative Agent or by any Lender
with a copy to the Administrative Agent; or



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



     (d) Any Credit Party shall fail to perform or observe any other term, covenant or agreement
contained in the Loan Documents (other than those specified in paragraphs (a) through (c) above) on
its part to be performed or observed and any such failure shall remain unremedied for 30 days after
written notice thereof shall have been given to such Credit Party by the Administrative Agent or by
any Lender with a copy to the Administrative Agent; or



     (e) The Company or any consolidated Subsidiary shall fail to pay any Debt or Guaranty
(excluding Debt and Guarantees incurred pursuant hereto) or Hedging Agreement of such Person in an
aggregate principal amount of $200,000,000 or more, or any installment of principal thereof or
interest or premium thereon, when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such Debt, Guaranty or Hedging
Agreement; or any other default under any agreement or instrument




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relating to any such Debt in such aggregate principal amount (excluding Debt and Guarantees
incurred hereunder) or any Secured Hedging Agreement, or any other event (other than an exercise of
voluntary prepayment or voluntary purchase option or analogous right or any issuance or Disposition
of Equity Interests or other assets, or an incurrence or issuance of Debt or other obligations,
giving rise to a repayment or prepayment obligations in respect of such Debt or such Secured
Hedging Agreement), shall occur and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such default or event is to accelerate
the maturity of such Debt in such aggregate principal amount or such Secured Hedging Agreement; or




     (f) • Any Borrower, any Guarantor or any other Credit Related Party (other than any Borrower
or Guarantor) having total Assets in excess of $100,000,000 (any of the foregoing, a “Material
Credit Related Party”) shall generally not pay its debts as such debts become due; or admit in
writing its inability to pay its debts generally; or make a general assignment for the benefit of
creditors; or any proceeding shall be instituted or consented to by any Material Credit Related
Party seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking
the entry of an order for relief or the appointment of a receiver, trustee, or other similar
official for it or for any substantial part of its property; or any such proceeding shall have
been instituted against any Material Credit Related Party and either such proceeding shall not be
stayed or dismissed for 60 consecutive days or any of the actions referred to above sought in such
proceeding (including the entry of an order for relief against it or the appointment of a receiver,
trustee, custodian or other similar official for it or any substantial part of its property) shall
occur; or any Material Credit Related Party shall take any corporate action to authorize any of
the actions set forth above in this paragraph (f); or



     (g) Any final judgment or order for the payment of money in an aggregate amount in excess of
$100,000,000 (net of insurance coverage which is reasonably expected to be paid by the insurer)
shall be rendered against the Company, any Credit Related Party or any combination thereof and the
same shall remain undischarged for a period of 60 consecutive days during which execution (other
than any enforcement proceedings consisting of the mere obtaining and filing of a judgment lien or
obtaining of a garnishment or similar order so long as no foreclosure, levy or similar process in
respect of such judgment lien, or payment over in respect of such garnishment or similar order, has
commenced and is continuing or has been completed (collectively, the “Permitted Execution
Actions”)) shall not be effectively stayed, or any action, other than a Permitted Execution Action,
shall be legally taken by a judgment creditor to attach or levy upon any property or assets of the
Company or any other Credit Related Party to enforce any such judgment or order; provided, however,
that with respect to any such judgment or order that is subject to the terms of one or more
settlement agreements that provide for the obligations thereunder to be paid or performed over
time, such judgment or order shall not be deemed hereunder to be undischarged unless and until the
Company or any other Credit Related Party shall have failed to pay any amounts due and owing
thereunder (payment of which shall not have been stayed) for a period of 30 consecutive days after
the respective final due dates for the payment of such amounts; or



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



     (i) At any time (i) any “person” (within the meaning of Section 13(d) of the Securities
Exchange Act of 1934) other than the Company or a Subsidiary of the Company or any employee benefit
plan maintained for employees of the Company and/or any of its Subsidiaries or the trustee
therefor, shall have acquired direct or indirect ownership of and paid for in excess of 50% of the
outstanding capital stock of the Company entitled to vote in elections for directors of the Company
or (ii) more than half of members of the Board of Directors of the Company consists of individuals
who (1) were not members of the Board of Directors of the Company at the Effective Date and (2)
were not appointed, elected or nominated by the Board of Directors of the Company at a time when no
Event of Default existed under this clause (ii); or



     (j) Any of the guarantees contained in any Credit Party Guarantee, or any other material
provision of any Loan Document, shall cease, for any reason, to be valid and binding upon or
enforceable against any Credit Party that is a party thereto, or any such Credit Party shall so
assert in writing, provided that if such invalidity or unenforceability is of a nature so as to be
amenable to cure within five Business Days and if, within one Business Day after the Company
receives notice from the Administrative Agent or the Collateral Agent or otherwise becomes aware
that such material provision is not valid or is unenforceable as aforesaid, the Company delivers
written notice to the Administrative Agent that the applicable Credit Party intends to cure such
invalidity or unenforceability as soon as possible, then an Event of Default shall not exist
pursuant to this paragraph (k) of Article 7 unless the Company or the relevant Credit Party shall
fail to deliver or cause to be delivered an amendment or other modification, or other agreement or
undertaking, having the same economic effect as the invalid or unenforceable provision within four
Business Days after the delivery of such written notice of intent; or



     (k) Any Security Document shall for any reason fail or cease to create a valid and enforceable
Lien on any Collateral stated to be covered thereby or, except as permitted by the Loan Documents,
such Lien shall fail or cease to be a perfected and first-priority (subject only to Collateral
Permitted Liens) Lien, or any Credit Related Party shall so state in writing and, if such
invalidity or lack of perfection or priority relates solely to Collateral with an aggregate value
of $1,000,000 or less and such invalidity or lack of perfection or priority is such so as to be
amenable to cure without material disadvantage to the position of the Administrative Agent, the
Collateral Agent and the other Secured Parties, such invalidity or lack of perfection or priority
shall not be cured within 10 days of the earlier of such Credit Related Party so stating in writing
or delivery of notice thereof by the Administrative Agent to the Company (or such shorter period as
shall be specified by the Administrative Agent and is reasonable under the circumstances);



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then, and in every such event (other than an event with respect to any Credit Related Party
described in paragraph (f) of this Article except for clause (i)(A) thereof), and at any time
thereafter during the continuance of such event, the Administrative Agent may, and at the request
of the Majority Lenders shall, by notice to the Company, take either or both of the following
actions, at the same or different times: (i) declare the Commitments to be terminated and thereupon
the Commitments shall terminate immediately, and (ii) declare the Loans and the Notes then
outstanding, all interest thereon and all other amounts payable under this Agreement to be
forthwith due and payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable together with accrued interest thereon and all fees and
other obligations of the Borrowers accrued hereunder, shall become due and payable immediately,
without presentment, demand, protest or further notice of any kind, all of which are hereby
expressly waived by the Borrowers; provided, however, that if an Event of Default under paragraph
(f) (except under clause (i)(A) thereof) shall occur, (A) the Commitments shall automatically
terminate and (B) the principal of the Loans and the Notes then outstanding, together with accrued
interest thereon and all fees and other obligations of the Borrowers accrued hereunder shall
automatically become due and payable, without presentment, demand, protest or any notice of any
kind, all of which are hereby expressly waived by the Borrowers.




ARTICLE 8

Company Guarantee




     Section 8.01. Company Guarantee.



     (a) The Company hereby unconditionally and irrevocably guarantees to the Collateral Agent, for
the ratable benefit of the Secured Parties and each of their respective permitted successors,
endorsees, transferees and assigns, the prompt and complete payment by the Pipeline Company
Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations payable by any of them and the prompt and complete payment by the Subsidiary
Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of all amounts
payable by them under the Subsidiary Guarantee Agreement (the obligations described in the
foregoing clauses (i) and (ii) being herein referred to as the “Company Guaranteed Obligations”).
This is a guarantee of payment and not collection and the liability of the Company is primary and
not secondary.



     (b) The guarantee contained in this Article 8 shall remain in full force and effect until the
Final Payment Date, notwithstanding that from time to time during the term of this Agreement, no
Company Guaranteed Obligations may be outstanding.



     (c) No payment made by any Pipeline Company Borrower, any of the Subsidiary Guarantors, any
other guarantor or any other Person, or received or collected by any Agent or any Lender from any
Pipeline Company Borrower, any of the Subsidiary Guarantors, any other guarantor or any other
Person, by virtue of any action or proceeding or any set-off or appropriation or application at any
time or from time to time in reduction of or in payment of the Obligations shall be deemed to
modify, reduce, release or otherwise affect the liability of the



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Company hereunder which shall, notwithstanding any such payment (other than any payment made
by the Company in respect of the Company Guaranteed Obligations or any payment received or
collected from the Company in respect of the Company Guaranteed Obligations), remain liable for the
Company Guaranteed Obligations until the Final Payment Date.




     Section 8.02. No Subrogation. Notwithstanding any payment made by any Pipeline Company
Borrower hereunder, the Company under this Article 8 or the Parent Guarantee or any Subsidiary
Guarantor under the Subsidiary Guarantee Agreement or any set-off or application of funds of any
Pipeline Company Borrower or any Subsidiary Guarantor by any Agent or any Lender, the Company shall
not be entitled to be subrogated to any of the rights of any Agent or any Lender against any
Pipeline Company Borrower or any Subsidiary Guarantor or any collateral security or guarantee or
right of offset held by any Agent or any Lender for the payment of the Company Guaranteed
Obligations, nor shall the Company seek or be entitled to seek any contribution or reimbursement
from any Pipeline Company Borrower or any Subsidiary Guarantor in respect of payments made by the
Company hereunder, until the Final Payment Date. If any amount shall be paid to the Company on
account of such subrogation rights prior to the Final Payment Date, such amount shall be held by
the Company in trust for the Agents and the Lenders, segregated from other funds of the Company,
and shall, forthwith upon receipt by the Company, be turned over to the Administrative Agent in the
exact form received by the Company (duly indorsed by the Company to the Administrative Agent, if
required), to be applied against the Company Guaranteed Obligations, whether matured or unmatured),
in such order as the Administrative Agent may determine but subject in any event to the terms and
provisions of this Agreement and the Security Agreement.



     Section 8.03. Amendments, etc. with Respect to the Obligations. The Company shall remain
obligated hereunder notwithstanding that, without any reservation of rights against the Company and
without notice to or further assent by the Company, any demand for payment of any of the Company
Guaranteed Obligations made by any Agent or any Lender may be rescinded by such Agent or such
Lender and any of the Company Guaranteed Obligations continued, and the Company Guaranteed
Obligations, or the liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by any Agent or any Lender, and this Agreement and the other Loan Documents
and any other documents executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent (or the Majority
Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by any Agent or any Lender for
the payment of the Company Guaranteed Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent, the Collateral Agent nor any Lender or other Secured
Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by
it as security for the Company Guaranteed Obligations or for the guarantee contained in this
Article 8 or any property subject thereto.



     Section 8.04. Guarantee Absolute and Unconditional. The Company waives any and all notice
of the creation, renewal, extension or accrual of any of the Company Guaranteed Obligations and
notice of or proof of reliance by any Agent or any Lender upon the guarantee



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contained in this Article 8 or acceptance of the guarantee contained in this Article 8; the
Company Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee
contained in this Article 8; and all dealings between the Company, any of the Pipeline Company
Borrowers and any Subsidiary Guarantor, on the one hand, and the Agents and the Lenders, on the
other hand, likewise shall be conclusively presumed to have been had or consummated in reliance
upon the guarantee contained in this Article 8. The Company waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the Pipeline Company
Borrowers or any of the Subsidiary Guarantors with respect to the Company Guaranteed Obligations.
The Company understands and agrees that the guarantee contained in this Article 8 shall be
construed as a continuing, absolute and unconditional guarantee of payment without regard to (a)
the validity or enforceability of this Agreement or any other Loan Document, any of the Company
Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset
with respect thereto at any time or from time to time held by any Agent or any Lender, (b) any
defense, set-off or counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by any Pipeline Company Borrower, any Subsidiary Guarantor or
any other Person against any Agent or any Lender, or (c) any other circumstance whatsoever (with or
without notice to or knowledge of the Pipeline Company Borrowers, the Subsidiary Guarantors or the
Company), other than payment or performance, which constitutes, or might be construed to
constitute, an equitable or legal discharge of Pipeline Company Borrowers or the Subsidiary
Guarantors for the Company Guaranteed Obligations, or of the Company under the guarantee contained
in this Article 8, in bankruptcy or in any other instance. When making any demand hereunder or
otherwise pursuing its rights and remedies hereunder against the Company, any Agent or any Lender
may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights
and remedies as it may have against any Pipeline Company Borrower, any Subsidiary Guarantor or any
other Person or against any collateral security or guarantee for the Company Guaranteed Obligations
or any right of offset with respect thereto, and any failure by any Agent or any Lender to make any
such demand, to pursue such other rights or remedies or to collect any payments from any Pipeline
Company Borrower, any Subsidiary Guarantor or any other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any release of any
Pipeline Company Borrower, any Subsidiary Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve the Company of any obligation or
liability hereunder, and shall not impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of any Agent or any Lender against the Company. For the
purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.




     Section 8.05. Reinstatement. The guarantee contained in this Article 8 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Company Guaranteed Obligations is rescinded or must otherwise be restored or returned by
any Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization
of the Company, any Pipeline Company Borrower or any Subsidiary Guarantor, or upon or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for,
the Company, any Pipeline Company Borrower or any Subsidiary Guarantor or any substantial part of
its or their respective property, or otherwise, all as though such payments had not been made.



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ARTICLE 9

The Agents




     Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the
Administrative Agent and the Collateral Agent as its agent and authorizes each of the
Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise
such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms
hereof and of the other Loan Documents, together with such actions and powers as are reasonably
incidental thereto.



     Any bank serving as an Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such
bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of
business with the Borrowers or any Subsidiary or other Affiliate thereof as if it were not an Agent
hereunder.



     No Agent shall not have any duties or obligations except those expressly set forth herein or
in the Security Agreement. Without limiting the generality of the foregoing, (a) no Agent shall be
subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and
is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby that
such Agent is required to exercise in writing as directed by the Majority Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 10.02), and (c) except as expressly set forth herein, no Agent shall have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to the
Borrowers or any of their Subsidiaries that is communicated to or obtained by the bank serving as
an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken
or not taken by it with the consent or at the request of the Majority Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as provided in Section
10.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be
deemed to have knowledge of any Default unless and until written notice thereof is given to such
Agent by a Borrower or a Lender, and no Agent shall be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in or in connection
with this Agreement, (ii) the contents of any certificate, report or other document delivered
hereunder or in connection herewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent.



     Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also
may rely upon any statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with
legal counsel (who may be counsel for a Credit Party), independent accountants and



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other experts selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.




     Any Agent may perform any and all its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by such Agent. Any Agent and any such sub-agent may perform
any and all its duties and exercise its rights and powers through their respective Related Parties.
The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of any Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well
as activities as an Agent.



     Subject to the appointment and acceptance of a successor Administrative Agent or Collateral
Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may
resign at any time by notifying the Lenders, each Issuing Bank and the Company. Upon any such
resignation, the Majority Lenders shall have the right, in consultation with the Company, to
appoint a successor. If no successor shall have been so appointed by the Majority Lenders and
shall have accepted such appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders and each Issuing Bank, appoint a
successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent
hereunder by a successor, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent
shall be the same as those payable to its predecessor unless otherwise agreed between the Company
and such successor. After an Agent’s resignation hereunder, the provisions of this Article and
Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to be taken by any of
them while it was acting as Administrative Agent or Collateral Agent.



     Each Lender acknowledges that it has, independently and without reliance upon any Agent or any
other Lender and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon any Agent or any other Lender and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any related agreement
or any document furnished hereunder or thereunder.



ARTICLE 10

Miscellaneous




     Section 10.01. Notices. (a) Except in the case of notices and other communications
expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and
other communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:



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     (i) if to the Company, to it at El Paso Building, 1001 Louisiana Street, Houston, Texas
77002, Attention of Treasurer (Telecopy No. (713) 420-2708);




     (ii) if to EPNGC or TGPC, to it c/o the Company at the address specified in clause (i)
above;




     (iii) if to the Administrative Agent, to:




(iv) JPMorgan Chase Bank, N.A.

Technology, Shared Tech & Operation Commercial Loans

L&A Project Texas

1111 Fannin, Floor 10

Houston, TX 77002

Attention of Ina S. Tjahjono

Telecopy No. (713) 427-6307


with a copy to:


JPMorgan Chase Bank, N.A.

712 Main St, 12 Fl. Central

Houston, TX 77002

Attention of Robert Traband

Telecopy No. (713) 216-8870




(v) if to the Collateral Agent, to:




(vi) JPMorgan Chase Bank, N.A.

Institutional Trust Services

4 New York Plaza, 15th Floor

New York, NY 10004

Attention of International/Project Finance, James Foley

Telecopy No. (212) 623-6216


with a copy to:


JPMorgan Chase Bank, N.A.

712 Main St, 12 Fl. Central

Houston, TX 77002

Attention of Robert Traband

Telecopy No. (713) 216-8870




     (vii) if to JPMCB in its capacity as an Issuing Bank, to it at JPMorgan Chase Bank,
N.A., 10420 Highland Manor Drive, 4th Floor, Tampa Bay, Florida 33610, Attention of James
Alonzo, Telecopy No. (813) 432-5161;




     (viii) if to Citibank in its capacity as an Issuing Bank, to it at Citibank, N.A., 333
Clay Street / Suite 3700, Houston, TX 77002, Attention of Nan Dockal, Telecopy No. (713)
654-2849;



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     (ix) if to any other Lender in its capacity as an Issuing Bank, to it at the address
provided to the Company for notices to such Issuing Bank in such capacity; and




     (x) if to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.



     (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or a Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.



     (c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given and effective, if sent by mail or courier on the date of delivery
thereof to the address specified herein for such notice, or if by telecopier when the answerback is
received or if by other means, on the date of receipt; provided that a notice given by telecopier
or electronic communication in accordance with this Section 10.01 but received on any day other
than a Business Day or after business hours in the place of receipt, will be deemed to be received
on the next Business Day in that place.



     Section 10.02. Waivers; Amendments. (a) No failure or delay by any Agent, any Issuing Bank
or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Agents, each
Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this Agreement or consent
to any departure by any Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether any Agent, any Lender or any Issuing Bank may have had
notice or knowledge of such Default at the time.



     (b) Except as expressly provided herein or in the applicable Loan Document, no provision of
this Agreement or any other Loan Document may be waived, amended or modified, and no consent may be
granted with respect to any departure by the Administrative Agent, any Lender or any Credit Party
with respect hereto or thereto, except pursuant to an agreement or agreements in writing entered
into by the Borrowers and the Majority Lenders or by the Borrowers and the Administrative Agent
with the consent of the Majority Lenders; provided that no such waiver, amendment or modification
of this Agreement or any other Loan Document, and no consent with respect to any departure by the
Administrative Agent, any Lender, or any Credit Party with respect hereto or thereto, shall:



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




     (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce
the rate of interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby;




     (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount
of, waive or excuse any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby;




     (iv) issue any Letter of Credit with an expiration date, or extend the expiration date
of any Letter of Credit, to a date that is later than the fifth Business Days prior to the
Revolving Maturity Date, without the written consent of each Revolving Lender and the
Issuing Bank of such Letter of Credit;




     (v) change Section 2.16(b) or 2.16(c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender;




     (vi) release any Subsidiary Guarantor from its obligations under the Subsidiary
Guarantee Agreement, without the written consent of each Lender, except in connection with
the Disposition or merger of such Subsidiary Guarantor that is otherwise permitted
hereunder;




     (vii) release the Company from its guarantee obligations under Article 8, without the
written consent of each Lender;




     (viii) release all or substantially all of the Collateral, without the written consent
of each Lender; or




     (ix) change any of the provisions of this Section or the definitions of “Majority
Lenders”, or any other provision hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender;


provided further that no such agreement shall amend, modify or otherwise affect the rights or
duties of any Agent or any Issuing Bank hereunder or under any other Loan Document without the
prior written consent of such Agent or such Issuing Bank, as the case may be. Any such waiver and
any such amendment or modification shall apply equally to each of the Lenders and shall be binding
upon the Borrowers, the Lenders, the Issuing Banks and the Agents. In the case of any waiver, the
Borrower, the Lenders, the Issuing Banks and the Agents shall be restored to their former position
and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived
shall be deemed waived ab initio and not continuing unless such waiver expressly provides
otherwise; but no such waiver shall extend to any subsequent or other Default or Event of Default;
and provided further that, in addition to Dispositions of Collateral permitted by Section 6.04(a),
the Majority Lenders may consent to additional Dispositions of






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Collateral so long as each such Disposition is for fair market value on an arms-length basis in a
cash transaction.




     Section 10.03. Expenses; Indemnity; Damage Waiver. (a) The Company shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the Administrative Agent,
in connection with the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers of the provisions
hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii)
all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit by it or any demand for payment thereunder
made by such Issuing Bank (unless included in the fees charged separately by such Issuing Bank in
respect of such Letter of Credit) and (iii) all out-of-pocket expenses incurred by any Agent, any
Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Issuing Bank or, during the continuation of any Default, any other Agent
or any Lender, in connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with the Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of Credit.



     (b) Each of the Borrowers shall indemnify, without duplication, each Agent, each Issuing Bank
and each Lender, and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses, including the fees, charges and disbursements of
any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement
or instrument contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter
of Credit issued by it in accordance with applicable law if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property owned or operated by
the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the
Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, in any of the foregoing circumstances as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by
a court of competent jurisdiction by final and nonappealable judgment to have resulted from or to
have been attributable to the gross negligence or willful misconduct of such Indemnitee or its
employees or agents or (ii) have arisen from a dispute between or among the Arrangers, the
Administrative Agent or the Lenders or from a claim of an Indemnitee against another Indemnitee
which in either case is not a direct or indirect result of any act or omission of the Borrowers or
any of their subsidiaries. The indemnification provisions of this Section 10.03(b) are not
intended to constitute a guaranty of payment of any



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principal, interest, facility or commitment fees, rental or other lease payments, or analogous
amounts, under the Loans or any other Secured Obligations; provided that nothing in this Section
10.03(b) shall limit the liability of any Borrower for the payment of the Loans or any Secured
Obligations, which liability arises under any other Loan Document, including any liability arising
under this Agreement.




     (c) To the extent that any Borrower fails to pay any amount required to be paid by it to any
Agent or any Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees
to pay to such Agent or such Issuing Bank, as the case may be, such Lender’s pro rata share
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought
based on the Commitments at such time, or if the Commitments have terminated or expired, based on
the Credit Exposures at such time) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against such Agent or such Issuing Bank in its capacity as such.



     (d) To the extent permitted by applicable law, the Borrowers shall not and each Indemnitee, by
its acceptance of any right to or benefit of indemnification under this Agreement and as a
condition to its rights to and benefits of indemnification provided for herein, agrees that it
shall not, assert, and hereby waives, any claim against any Indemnitee or any Borrower,
respectively, on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of,
this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.



     (e) All amounts due under this Section shall be payable not later than 30 days after the
delivery of written demand to the Company therefor.



     Section 10.04. Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of
Credit), except that (i) the Borrowers may not assign or otherwise transfer any of their respective
rights or obligations hereunder in a transaction not permitted hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by any Borrower without such
consent shall be null and void), and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that
issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, each Issuing Bank and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.



     (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and its Loans (if any)) with the prior written
consent (such consent not to be unreasonably withheld or delayed) of:



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     (A) the Company, provided that no consent of the Company shall be required for
an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined
below) or, if an Event of Default has occurred and is continuing, any other
assignee; and




     (B) the Administrative Agent; and




     (C) each Issuing Bank.




     (ii) Assignments shall be subject to the following additional conditions:




     (A) except (i) in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund or an assignment of the entire remaining amount of the
assigning Lender’s Commitment (or, if the applicable Commitment is not then in
effect, the outstanding principal balance of the Loans of the assigning Lender
subject to each such assignment) or (ii) if each of the Company (unless an Event of
Default has occurred and is continuing) and the Administrative Agent otherwise
consent, the amount of the Commitment (or, if the applicable Commitment is not then
in effect, the outstanding principal balance of the Loans) of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent) shall be $5,000,000 or any increment of $1,000,000 in excess thereof;
provided that related Approved Funds shall be aggregated for purposes of such
minimum assigned amount;




     (B) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations under this Agreement;




     (C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and
recordation fee of $3,500; provided that only one such fee shall be payable in
connection with simultaneous assignments to or by two or more related Approved
Funds;




     (D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more individuals (each such individual, a “Credit Contact”) to
whom all syndicate-level information (which may contain material non-public
information about the Borrowers, the Credit Parties and their Related Parties or
their respective securities) will be made available and who may receive such
information in accordance with the assignee’s compliance procedures and applicable
laws, including Federal and state securities laws; and




     (E) in the case of an assignment by a Lender to a CLO (as defined below)
managed or administered by such Lender or an Affiliate of such Lender, the
assigning Lender shall retain the sole right to approve any amendment, modification
or waiver of any provision of this Agreement, provided that the



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Assignment and Assumption between such Lender and such CLO may provide that
such Lender will not, without the consent of such CLO, agree to any amendment,
modification or waiver described in the first proviso to Section 10.02(b) that
affects such CLO.



     For the purposes of this Section 10.04(b), the terms “Approved Fund” and “CLO” have the
following meanings:



     “Approved Fund” means, with respect to any Lender, (a) a CLO managed or administered by such
Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which
invests in bank loans and similar extensions of credit, any other fund that invests in bank loans
and similar extensions of credit and is managed by the same investment advisor as such Lender or by
an Affiliate of such investment advisor.



     “CLO” means, with respect to any Lender, any entity (whether a corporation, partnership, trust
or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans
and similar extensions of credit in the ordinary course and is administered or managed by such
Lender or an Affiliate of such Lender.




     (iii) Subject to execution and delivery thereof and acceptance and recording thereof
pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to
the extent of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of Sections
2.13, 2.14, 2.15 and 10.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 10.04 shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section.




     (iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register as to the identity of the Lenders shall be conclusive, and as to the other items
referred to above shall be conclusive absent manifest error, and the Borrowers, the
Administrative Agent, each Issuing Bank and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary. The Register shall be available
for inspection by the Company, any Issuing Bank and any Lender, at any reasonable time and
from time to time upon reasonable prior notice.



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     (v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.



     (c) Any Lender may, without the consent of the Borrowers, the Administrative Agent, or any
Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it and Notes held by it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain the
holder of its Notes (if any) for all purposes of this Agreement and shall remain solely responsible
to the other parties hereto for the performance of such obligations and (C) the Borrowers, the
Administrative Agent, each Issuing Bank and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that
affects such Participant. Subject to paragraph (d) of this Section, the Borrowers agree that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 with respect to its
participations hereunder to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section and provided that such Participant shall have
complied with any obligation in respect thereof that it would have had as a Lender. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.16(c) as
though it were a Lender.



     (d) A Participant shall not be entitled to receive any greater payment under Section 2.13 or
2.15 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Company’s prior written consent. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 2.15 unless the Company is notified
of the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrowers, to comply with Section 2.15(e) and (f) as though it were a Lender.



     (e) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.



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     Section 10.05. Survival. All covenants, agreements, representations and warranties made by
the Borrowers herein and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any such other party or
on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may
have had notice or knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as of the date made, or
any date referred to therein, as applicable, (but without being deemed remade on or as of any
subsequent date by reason of this Section 10.05) as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and
unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or
terminated. The provisions of Sections 2.13, 2.14, 2.15 and 10.03 and Article 9 shall survive and
remain in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.



     Section 10.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the parties relating to
the subject matter hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Except as provided in Section 3.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.



     Section 10.07. Severability. To the fullest extent permitted by applicable law any
provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall
not invalidate such provision in any other jurisdiction.



     Section 10.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, subject to the terms and provisions of the Security Agreement and the other Loan
Documents, each Lender and each of its Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of a Borrower against any of
and all the obligations of such Borrower now or hereafter existing under this



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Agreement held by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The rights of each
Lender under this Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have but are subject to the terms and provisions of the Security
Agreement and the other Loan Documents.




     Section 10.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York.



     (b) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding by the Administrative Agent, the
Collateral Agent any Issuing Bank or any Lender arising out of or relating to this Agreement, or
for recognition or enforcement of any judgment obtained in any such action or proceeding, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of
any such action or proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement against any Borrower or its properties
in the courts of any jurisdiction.



     (c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



     (d) Each party to this Agreement irrevocably consents to service of process in any action or
proceeding referred to in Section 10.09 by the mailing thereof by certified mail, return receipt
requested, addressed as provided in Section 10.01(a), with a copy thereof to the “General Counsel”
of such Person at such same address.



     Section 10.10. Waiver Of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN



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INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.




     Section 10.11. Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.



     Section 10.12. Confidentiality. Each of the Administrative Agent, the Collateral Agent,
each Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other advisors involved in
the financing provided for herein (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory authority, (c) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process,
applicable to it, (d) to any other party to this Agreement, (e) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder, (f) subject to an agreement to comply with the provisions of this
Section 10.12 or a separate agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, (ii) any pledgee referred to in Section
10.04(e) or (iii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to any Borrower and its obligations, (g) with the consent of a
Borrower or (h) to the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the Administrative Agent, the
Collateral Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other
than a Borrower or any of its Subsidiaries, the Administrative Agent, the Collateral Agent, any
Issuing Bank or any other Lender. For the purposes of this Section, “Information” means all
information received from a Borrower or any of its Subsidiaries relating to any Borrower or any of
its Subsidiaries or its businesses, other than any such information that is available to the
Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender on a nonconfidential
basis prior to disclosure by such Borrower; provided that, in the case of information received from
a Borrower after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information; and nothing in the foregoing authorization
shall apply to any disclosure that would constitute a violation of applicable federal and state
securities laws.



     EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 10.12 FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS AND ITS
AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT
WILL HANDLE SUCH MATERIAL NON-



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PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL
AND STATE SECURITIES LAWS.




     ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR
THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE
SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER,
CREDIT PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.



     Section 10.13. Security Agreement. Each of the Lenders, for itself and for each of its
Affiliates, and each Issuing Bank hereby (i) approves the Security Agreement and (ii) irrevocably
authorizes and directs the Collateral Agent, and any successor thereof appointed pursuant to
Article 9, to take such actions on its behalf and to exercise such powers as are delegated to the
Collateral Agent by the terms of the Security Agreement, together with such actions and powers as
are reasonably incidental thereto. The Collateral Agent is hereby authorized and directed to
execute and deliver the Security Agreement on behalf of the Lenders. Until the Final Payment Date
shall have occurred, to the extent the Security Agreement amends, modifies or supplements any term
or provision hereof, it shall constitute an amendment and modification to, and supplement of, this
Agreement. Each Lender that is now, or hereafter becomes, a party to this Agreement (including
each Person that becomes a Lender pursuant to Section 10.04) and each Person (including any
Affiliate of a Lender that party to any Secured Hedging Agreement) otherwise claiming rights
pursuant to this Agreement (a) consents to the provisions of the Security Agreement and (b) agrees
by being or becoming a Lender hereunder or otherwise claiming any such rights, to become or be
bound by the Security Agreement and each other document entered into by the Administrative Agent on
behalf of the Secured Parties pursuant to the terms and provisions of the Security Agreement.



     Section 10.14. Amendment and Restatement and Continuing Effect. This Agreement constitutes
for all purposes an amendment and a restatement of the Existing Facility and as of the Effective
Date all commitments or loans outstanding, or any letter of credit issued, under the Existing
Facility shall constitute Commitments and Letters of Credit under this Agreement. The Existing
Facility, as amended and restated hereby, continues in full force and effect as so amended and
restated by this Agreement.



     Section 10.15. USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to
the requirements of the Patriot Act, it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in accordance with the Patriot
Act.



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     Section 10.16. Releases. • On the Effective Date, without further action by any party to
the Loan Documents, each Subsidiary listed on Schedule 10.16(a) (the “Released Parties”) shall
cease to be a Subsidiary Guarantor or a Borrower, each of the Released Parties shall cease to be a
“Grantor” under the Security Agreement, any property of a Released Party in which a security
interest is granted by such Released Party pursuant to the Security Documents shall be released
from such security interest and shall no longer constitute Collateral and the Released Parties
shall cease to be parties to the Loan Documents or to have any rights or obligations thereunder.



     (a) The Administrative Agent shall from time to time upon the reasonable request of the
Company, at the sole expense of the Company, execute and deliver to the Company such instruments
and documents as the Company may reasonably request to fully effect solely the foregoing releases,
terminations and discharges, and return to the Company any certificate or other instruments
delivered to the Administrative Agent in connection with the Existing Credit Agreement and Security
Documents all security interests in which are released pursuant to Section 10.16(a).



[SIGNATURE PAGES BEGIN ON NEXT PAGE]





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78









 








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



	 	 	 	 	 
	 	EL PASO CORPORATION

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EL PASO NATURAL GAS COMPANY

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	TENNESSEE GAS PIPELINE COMPANY

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	COLORADO INTERSTATE GAS COMPANY,

     solely as Borrower (as such term is

     defined under the Existing Facility)

     under the Existing Facility

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 




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79









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

     as Administrative Agent and as an Issuing Bank and as a Lender

 	 
	 	By:  	/s/ Robert Traband
 	 
	 	 	Name:  	Robert Traband 	 
	 	 	Title:  	Executive Director 	 
	 
	 	Citicorp North America, Inc.

     as Lender

 	 
	 	By:  	/s/ Jim Reilly
 	 
	 	 	Name:  	Jim Reilly 	 
	 	 	Title:  	Vice President 	 
	 
	 	Bank of America, N.A., as Lender

 	 
	 	By:  	/s/ Ronald E. McKaig
 	 
	 	 	Name:  	Ronald E. McKaig 	 
	 	 	Title:  	Senior Vice President 	 
	 




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80









 





	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

     as Lender

 	 
	 	By:  	/s/ Paul O’Leary
 	 
	 	 	Name:  	Paul O’Leary 	 
	 	 	Title:  	Vice President 	 
	 
	 	The Royal Bank of Scotland plc,

     as Lender

 	 
	 	By:  	/s/ Patricia Dundee
 	 
	 	 	Name:  	Patricia Dundee 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ABN AMRO Bank N.V.

     as Lender

 	 
	 	By:  	/s/ R. Scott Donaldson
 	 
	 	 	Name:  	R. Scott Donaldson 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Todd Vaubel
 	 
	 	 	Name:  	Todd Vaubel 	 
	 	 	Title:  	Vice President 	 
	 




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81









 





	 	 	 	 	 
	 	BNP Paribas, as Lender

 	 
	 	By:  	/s/ Mark A. Cox
 	 
	 	 	Name:  	Mark A. Cox 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Larry Robinson
 	 
	 	 	Name:  	Larry Robinson 	 
	 	 	Title:  	Director 	 
	 
	 	Credit Suisse, Cayman Islands Branch,

     as Lender

 	 
	 	By:  	/s/ James Moran
 	 
	 	 	Name:  	James Moran 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Nupur Kumar
 	 
	 	 	Name:  	Nupur Kumar 	 
	 	 	Title:  	Associate 	 
	 
	 	Fortis Capital Corp., as Lender

 	 
	 	By:  	/s/ Deirdre Sanborn
 	 
	 	 	Name:  	Deirdre Sanborn 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Darrell Holley
 	 
	 	 	Name:  	Darrell Holley 	 
	 	 	Title:  	Managing Director 	 
	 




Third Amended and Restated Credit Agreement




82









 





	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,

     as Lender

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	The Bank of Nova Scotia,

     as Lender

 	 
	 	By:  	/s/ A. Ostrov
 	 
	 	 	Name:  	A. Ostrov 	 
	 	 	Title:  	Director 	 
	 
	 	SOCIETE GENERALE,

     as Lender

 	 
	 	By:  	/s/ Kevin C. Joyce
 	 
	 	 	Name:  	Kevin C. Joyce 	 
	 	 	Title:  	Vice President 	 
	 




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83









 





	 	 	 	 	 
	 	UBS LOAN FINANCE LLC,

     as Lender

 	 
	 	By:  	/s/ I. R. Otsa
 	 
	 	 	Name:  	I. R. Otsa 	 
	 	 	Title:  	Associate Director



Banking Products



Services, US 	 
	 
	 	 	 
	 	By:  	/s/ Richard L. Lavrow
 	 
	 	 	Name:  	I Richard L. Lavrow 	 
	 	 	Title:  	Director



Banking Products



Services, US 	 
	 
	 	BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH,

     as Lender

 	 
	 	By:  	/s/ William W. Hunter
 	 
	 	 	Name:  	William W. Hunter 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Shannon Batchman
 	 
	 	 	Name:  	Shannon Batchman 	 
	 	 	Title:  	Director 	 
	 



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84









 





	 	 	 	 	 
	 	MORGAN STANLEY BANK,

     as Lender

 	 
	 	By:  	/s/ Daniel Twenge
 	 
	 	 	Name:  	Daniel Twenge 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Merrill Lynch Capital Corporation,

     as Lender

 	 
	 	By:  	/s/ Don Burkitt
 	 
	 	 	Name:  	Don Burkitt 	 
	 	 	Title:  	Vice President 	 
	 
	 	Bayerische Landesbank, New York Branch,

     as Lender

 	 
	 	By:  	/s/ Craig J. Anderson
 	 
	 	 	Name:  	Craig J. Anderson 	 
	 	 	Title:  	First Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Nikolai von Mengden
 	 
	 	 	Name:  	Nikolai von Mengden 	 
	 	 	Title:  	Senior Vice President 	 
	 




Third Amended and Restated Credit Agreement




85









 





	 	 	 	 	 
	 	LEHMAN BROTHERS COMMERCIAL BANK,

     as Lender

 	 
	 	By:  	/s/ George Janes
 	 
	 	 	Name:  	George Janes 	 
	 	 	Title:  	Chief Credit Officer 	 
	 
	 	Natixis,

     as Lender

 	 
	 	By:  	/s/ Louis P. Laville, III
 	 
	 	 	Name:  	Louis P. Laville, III 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Daniel Payer
 	 
	 	 	Name:  	Daniel Payer 	 
	 	 	Title:  	Director 	 
	 
	 	Wachovia Bank, National Association,

     as Lender

 	 
	 	By:  	/s/ Shawn Young
 	 
	 	 	Name:  	Shawn Young 	 
	 	 	Title:  	Vice President 	 
	 




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86









 





	 	 	 	 	 
	 	Wells Fargo Bank, N.A.,

     as Lender

 	 
	 	By:  	/s/ Sushim Shah
 	 
	 	 	Name:  	Sushim Shah 	 
	 	 	Title:  	Vice President 	 
	 
	 	Bank of New York,

     as Lender

 	 
	 	By:  	/s/ Hussam S. Alsahlani
 	 
	 	 	Name:  	Hussam S. Alsahlani 	 
	 	 	Title:  	Vice President 	 
	 




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87









 





SCHEDULE 1




LENDER COMMITMENTS




	 	 	 	 	 	 	 
	 	 	Name of Lender	 	Commitment
	1.

	 	Citibank, N.A.
	 	$	97,000,000	 
	2.

	 	JPMorgan Chase Bank, N.A.
	 	$	97,000,000	 
	3.

	 	Bank of America, N.A.
	 	$	90,000,000	 
	4.

	 	Deutsche Bank Trust Company Americas
	 	$	90,000,000	 
	5.

	 	The Royal Bank of Scotland plc
	 	$	90,000,000	 
	6.

	 	ABN AMRO Bank N.V.
	 	$	90,000,000	 
	7.

	 	BNP Paribas
	 	$	72,000,000	 
	8.

	 	Credit Suisse, Cayman Islands Branch
	 	$	72,000,000	 
	9.

	 	Fortis Capital Corp.
	 	$	72,000,000	 
	10.

	 	Goldman Sachs Credit Partners L.P.
	 	$	72,000,000	 
	11.

	 	The Bank of Nova Scotia
	 	$	72,000,000	 
	12.

	 	Societe Generale
	 	$	72,000,000	 
	13.

	 	UBS Loan Finance LLC
	 	$	72,000,000	 
	4.

	 	Bayerische Hypo-und Vereinsbank AG, New York Branch
	 	$	60,000,000	 
	15.

	 	Morgan Stanley Bank
	 	$	60,000,000	 
	16.

	 	Merrill Lynch Capital Corp.
	 	$	60,000,000	 
	17.

	 	Bayerische Landesbank, New York Branch
	 	$	50,000,000	 
	18.

	 	Lehman Brothers Commercial Bank
	 	$	50,000,000	 
	19.

	 	Natixis
	 	$	50,000,000	 
	20.

	 	Wachovia Bank, National Association
	 	$	50,000,000	 
	21.

	 	Wells Fargo Bank, N.A.
	 	$	50,000,000	 
	22.

	 	The Bank of New York
	 	$	12,000,000	 
	 

	 	TOTAL
	 	$	1,500,000,000	 








Third Amended and Restated Credit Agreement




Schedule 1 – Page 1









 








SCHEDULE 2




LETTER OF CREDIT COMMITMENTS




	 	 	 	 	 
	Name of Issuing Bank	 	LC Commitment
	JPMorgan Chase Bank, N.A.

	 	$	400,000,000	 
	BNP Paribas

	 	$	400,000,000	 
	Citibank, N.A.

	 	$	300,000,000	 
	Fortis Capital Corp.

	 	$	300,000,000	 
	Deutsche Bank Trust Company Americas

	 	$	100,000,000	 







Third Amended and Restated Credit Agreement




Schedule 2 – Page 1











 





SCHEDULE 3




PRICING SCHEDULE




     “Applicable Margin” means, for any day, for purposes of calculating commitment fees on
Commitments or interest on Loans, the rate per annum set forth below in the applicable row opposite
such term and in the column corresponding to the Pricing Level that applies on such day:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level I	 	Level II	 	Level III	 	Level IV	 	Level V
	 
	Commitment Fees
	 	 	0.100	%	 	 	0.125	%	 	 	0.200	%	 	 	0.250	%	 	 	0.375	%
	ABR Loan Margin
	 	 	0.000	%	 	 	0.000	%	 	 	0.000	%	 	 	0.250	%	 	 	0.500	%
	Euro-Dollar Loan Margin
	 	 	0.500	%	 	 	0.750	%	 	 	1.000	%	 	 	1.250	%	 	 	1.500	%






     For purposes of this Schedule, the following terms have the following meanings, subject
to the concluding paragraphs of this Schedule:



     “Fitch” means Fitch Ratings, Ltd.



     “Level I Pricing” applies on any day on which the Reference Rating is BBB/Baa2/BBB or higher.



     “Level II Pricing” applies on any day on which the Reference Rating is BBB-/Baa3/BBB-.



     “Level III Pricing” applies on any day on which the Reference Rating is BB+/Ba1/BB+.



     “Level IV Pricing” applies on any day on which the Reference Rating is BB/Ba2/BB.



     “Level V Pricing” applies on any day if no other Pricing Level applies on such day.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Pricing Level” refers to the determination of which of Level I, Level II, Level III, Level IV
or Level V Pricing applies on any day.



     “Rating Agency” means Fitch, Moody’s or S&P.



Third Amended and Restated Credit Agreement




Schedule 3 — Page 1










 





     The “Reference Rating” is the credit rating assigned to the Loans by the relevant rating
agency; provided that (i) until such time as Moody’s and S&P assigns an initial rating to the
Loans, the Moody’s and S&P ratings of the Existing Facility shall be deemed to be its Reference
Rating and (ii) until the Borrowers engage Fitch to rate the Loans, Fitch’s ratings shall be deemed
to be unavailable. The rating in effect for any day is that in effect at the close of business on
such day.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies.



     In the event that Reference Ratings are not available from all three Rating Agencies, (i) if
the Reference Rating from Fitch is unavailable, Moody’s and S&P’s Reference Ratings shall apply
and, if both Reference Ratings from Moody’s and S&P are available but not the same, then (A) if the
difference is one notch, the higher such rating will govern so long as it is at least BBB- or Baa3
or higher, but the lower rating will govern if that requirement is not met, and (B) if the
difference is more than one notch, a Reference Rating one notch below the higher of the two will
govern; (ii) if the Reference Rating from either Moody’s or S&P is unavailable, then the Fitch
Reference Rating shall not apply and the Pricing Level will be determined on the basis of the
available Reference Rating from Moody’s or S&P; and (iii) if the Reference Ratings from both
Moody’s and S&P are unavailable, then Level V shall apply.



     In the event Reference Ratings from all three Rating Agencies are available, then (i) the
majority Reference Rating will govern, if two such ratings are the same or (ii) the middle
Reference Rating will govern, if all three such ratings differ.



     If the rating system of any Rating Agency shall change, the Borrowers and the Lenders shall
negotiate in good faith to amend this Schedule to reflect such changed rating system and, pending
the effectiveness of any such amendment, the Applicable Rate shall be determined without reference
to such Rating Agency.



Third Amended and Restated Credit Agreement




Schedule 3 — Page 2









 





SCHEDULE 4.05




DISCLOSURE UPDATE



None


Third Amended and Restated Credit Agreement




Schedule 4.05 — Page 1











 








SCHEDULE 4.14




ENVIRONMENTAL MATTERS




     Matters described in the Company’s annual report on Form 10-K for the year ended December 31,
2006 or in its 3rd Quarter 2007 10-Q.


Third Amended and Restated Credit Agreement




Schedule 4.14 — Page 1










 





SCHEDULE 4.16




SUBSIDIARIES AS OF OCTOBER 12, 2007




SEE ATTACHED


Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 1








 







As of October 12, 2007




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	Agropecuaria Santo Antonio Ltda.

	 	Brazil
	 	El Paso Energia do Brasil Ltda.
	 	Owner
	 	 	0.0002	 
	 

	 	 	 	Termogas S/A
	 	Unaffiliated Parties
	 	 	0.0002	 
	 

	 	 	 	Termo Norte Energia Ltda.
	 	Owner
	 	 	99.9996	 
	Agua del Cajon (Cayman) Company

	 	Cayman Islands
	 	EPED B Company
	 	Owner of Preferred Stock
	 	 	50.0000	 
	 

	 	 	 	El Paso Neuquen Holding Company
	 	Owner of Ordinary Stock
	 	 	50.0000	 
	Alpheus Communications, L.P.

	 	Delaware
	 	Zipline, L.L.C.
	 	General Partner
	 	 	1.0000	 
	 

	 	 	 	Genesis Park Telecom Partners, L.P.
	 	Unaffiliated Parties — LP Owner
	 	 	28.0000	 
	 

	 	 	 	El Paso Telecom, L.L.C.
	 	Limited Partner
	 	 	71.0000	 
	Amethyst Power Holdings, L.L.C.

	 	Delaware
	 	Garnet Power Holdings, L.L.C.
	 	Member
	 	 	100.0000	 
	ANR Advance Holdings, Inc.

	 	Delaware
	 	El Paso Midwest Company
	 	Stockholder
	 	 	50.0000	 
	 

	 	 	 	Unaffiliated Parties
	 	Unaffiliated Parties
	 	 	50.0000	 
	ANR Capital Company, L.L.C.

	 	Delaware
	 	El Paso CNG Company, L.L.C.
	 	Member
	 	 	100.0000	 
	ANR Development Company, L.L.C.

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Member
	 	 	100.0000	 
	ANR Real Estate Corporation

	 	Delaware
	 	Southern Natural Gas Company
	 	Stockholder
	 	 	100.0000	 
	ANR Venture Eagle Point Company

	 	Delaware
	 	El Paso CNG Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	ANR Western Coal Development Company

	 	Delaware
	 	El Paso CNG Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Aquamarine Power Holdings, L.L.C.

	 	Delaware
	 	Diamond Power Holdings, L.L.C.
	 	Member
	 	 	100.0000	 
	BBPP Holdings Ltda.

	 	Brazil
	 	EPIC Gas International Servicos do Brasil Ltda.
	 	Owner
	 	 	33.3333	 
	 

	 	 	 	British Gas International Holdings B.V.
	 	Unaffiliated Parties
	 	 	33.3333	 
	 

	 	 	 	TotalFinaElf Gas and Power Brazil
	 	Unaffiliated Parties
	 	 	33.3334	 
	Bear Creek Storage Company

	 	Louisiana
	 	Tennessee Storage Company
	 	Partner
	 	 	50.0000	 
	 

	 	 	 	Southern Gas Storage Company
	 	Partner
	 	 	50.0000	 
	Berkshire Feedline Acquisition Limited Partnership

	 	Massachusetts
	 	Berkshire Pittsfield, Inc.
	 	Unaffiliated Parties — GP Owner
	 	 	1.0000	 
	 

	 	 	 	General Electric Capital Corporation
	 	Unaffiliated Parties — GP Owner
	 	 	49.0000	 
	 

	 	 	 	El Paso Energy Pittsfield Corporation
	 	Limited Partner
	 	 	50.0000	 
	Black Warrior Methane Corp.

	 	Alabama
	 	El Paso E&P Company, L.P.
	 	Stockholder
	 	 	50.0000	 
	 

	 	 	 	Jim Walter Resources, Inc.
	 	Unaffiliated Parties
	 	 	50.0000	 





Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 2









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	Black Warrior Transmission Corp.

	 	Alabama
	 	El Paso E&P Company, L.P.
	 	Stockholder
	 	 	50.0000	 
	 

	 	 	 	Jim Walter Resources, Inc.
	 	Unaffiliated Parties
	 	 	50.0000	 
	Bonneville McKenzie Energy Corporation

	 	Canada
	 	El Paso Merchant Energy North America Company
	 	Owner
	 	 	100.0000	 
	Canyon Creek Compression Company

	 	Illinois
	 	CIG-Canyon Compression Company
	 	Partner
	 	 	15.0000	 
	 

	 	 	 	URC-Canyon Creek Compression Company
	 	Unaffiliated Parties
	 	 	15.0000	 
	 

	 	 	 	NGPL-Canyon Compression Co.
	 	Unaffiliated Parties
	 	 	70.0000	 
	CEG Finance Company Ltd.

	 	Cayman Islands
	 	Coastal Power Nicaragua Holding Company Ltd.
	 	Owner
	 	 	100.0000	 
	Chaparral Investors, L.L.C.

	 	Delaware
	 	El Paso Merchant Energy North America Company
	 	Member
	 	 	100.0000	 
	Cheyenne Plains Gas Pipeline Company, L.L.C.

	 	Delaware
	 	Cheyenne Plains Investment Company, L.L.C.
	 	Member
	 	 	100.0000	 
	Cheyenne Plains Investment Company, L.L.C.

	 	Delaware
	 	El Paso CNG Company, L.L.C.
	 	Member
	 	 	100.0000	 
	CIG Finance Company, L.L.C.

	 	Delaware
	 	Colorado Interstate Gas Company
	 	Member
	 	 	100.0000	 
	CIG Funding Company, L.L.C.

	 	Delaware
	 	CIG Finance Company, L.L.C.
	 	Member
	 	 	100.0000	 
	CIG Gas Storage Company

	 	Delaware
	 	El Paso CNG Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	CIG Merchant Company

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	CIG Pipeline Services Company, L.L.C.

	 	Delaware
	 	El Paso Noric Investments III, L.L.C.
	 	Member
	 	 	100.0000	 
	CIG-Canyon Compression Company

	 	Delaware
	 	El Paso CNG Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	CIGE Company

	 	Delaware
	 	CIGE Holdco, Inc.
	 	Stockholder
	 	 	100.0000	 
	CIGE Holdco, Inc.

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Citrine FC Company

	 	Cayman Islands
	 	Emerald Finance, L.L.C.
	 	Owner
	 	 	100.0000	 
	Citrus Corp.

	 	Delaware
	 	El Paso Citrus Holdings, Inc.
	 	Stockholder
	 	 	50.0000	 
	 

	 	 	 	CrossCountry Citrus, LLC
	 	Unaffiliated Parties
	 	 	50.0000	 
	Citrus Energy Services, Inc.

	 	Delaware
	 	Citrus Corp.
	 	Stockholder
	 	 	100.0000	 
	Citrus Trading Corp.

	 	Delaware
	 	Citrus Corp.
	 	Stockholder
	 	 	100.0000	 
	Cliffside Helium, LLC

	 	Delaware
	 	Colorado Interstate Gas Company
	 	Member
	 	 	4.0000	 
	 

	 	 	 	The BOC Group, Inc.
	 	Unaffiliated Parties
	 	 	26.0000	 
	 

	 	 	 	Praxair, Inc.
	 	Unaffiliated Parties
	 	 	34.0000	 
	 

	 	 	 	Air Products Manufacturing Corp.
	 	Unaffiliated Parties
	 	 	36.0000	 
	Cliffside Refiners, L.P.

	 	Delaware
	 	Cliffside Helium, LLC
	 	General Partner
	 	 	1.0000	 
	 

	 	 	 	Colorado Water Supply Company
	 	Limited Partner
	 	 	3.9600	 





Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 3










 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	 

	 	 	 	The BOC Group, Inc.
	 	Unaffiliated Parties — LP Owner
	 	 	25.7400	 
	 

	 	 	 	Wall Chemical, Inc.
	 	Unaffiliated Parties — LP Owner
	 	 	33.6600	 
	 

	 	 	 	Air Products Helium, Inc.
	 	Unaffiliated Parties — LP Owner
	 	 	35.6400	 
	CNG Cayman Two Ltd.

	 	Cayman Islands
	 	CNG International Corporation
	 	Unaffiliated Parties
	 	 	23.0800	 
	 

	 	 	 	DBNGP Finance Company L.L.C.
	 	Owner
	 	 	76.9200	 
	CNG Labuan One Limited

	 	Malaysia
	 	CNG Cayman Two Ltd.
	 	Owner
	 	 	100.0000	 
	Coastal (Bermuda) Petroleum Limited

	 	Bermuda
	 	Coastal Securities Company Limited
	 	Owner
	 	 	100.0000	 
	Coastal (Rotterdam) B.V.

	 	Netherlands
	 	El Paso Merchant Energy-Petroleum Company
	 	Owner
	 	 	100.0000	 
	Coastal Austral Ltd.

	 	Cayman Islands
	 	Coastal Cape Horn Ltd.
	 	Owner
	 	 	100.0000	 
	Coastal Australia AC 96-3 Ltd.

	 	Cayman Islands
	 	El Paso E&P International Corporation
	 	Owner
	 	 	100.0000	 
	Coastal Belcher Petroleum Pte Ltd.

	 	Singapore
	 	Coastal Securities Company Limited
	 	Owner
	 	 	0.2797	 
	 

	 	 	 	Coastal Cayman Finance Ltd.
	 	Owner
	 	 	99.7203	 
	Coastal Bridger Lake Pipeline Corporation

	 	Delaware
	 	El Paso Merchant Energy-Petroleum Company
	 	Stockholder
	 	 	100.0000	 
	Coastal Canada Gas Services, Inc.

	 	New Brunswick
	 	El Paso CGP Company, L.L.C.
	 	Owner
	 	 	100.0000	 
	Coastal Canada Petroleum, Inc.

	 	New Brunswick
	 	Cosbel Petroleum Corporation
	 	Owner
	 	 	100.0000	 
	Coastal Cape Horn Ltd.

	 	Cayman Islands
	 	El Paso CGP Company, L.L.C.
	 	Owner
	 	 	100.0000	 
	Coastal Cayman Finance Ltd.

	 	Cayman Islands
	 	Coastal (Bermuda) Petroleum Limited
	 	Owner
	 	 	100.0000	 
	Coastal Chem, Inc.

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Coastal Coal, Inc.

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Coastal Eagle Point Oil Company

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Coastal Energy of Panama, Inc.

	 	Panama
	 	Coastal Stock Company Limited
	 	Owner
	 	 	100.0000	 
	Coastal Energy Resources Ltd.

	 	Mauritius
	 	Coastal India Petroleum Ltd.
	 	Owner
	 	 	100.0000	 
	Coastal Europe Limited

	 	United Kingdom
	 	Coastal Stock Company Limited
	 	Owner
	 	 	100.0000	 
	Coastal Fuels of Puerto Rico, Inc.

	 	Delaware
	 	Cosbel Petroleum Corporation
	 	Stockholder
	 	 	100.0000	 
	Coastal Fuji Oil Ltd.

	 	Cayman Islands
	 	Coastal Petroleum N.V.
	 	Owner
	 	 	50.0000	 
	 

	 	 	 	Fuji Power & Petroleum Ltd.
	 	Unaffiliated Parties
	 	 	50.0000	 
	Coastal Gas de Mexico S de R.L. de C.V.

	 	Mexico
	 	Coastal Halcon Pipeline I Ltd.
	 	Owner
	 	 	50.0000	 
	 

	 	 	 	Coastal Halcon Pipeline II Ltd.
	 	Owner
	 	 	50.0000	 
	Coastal Gas India Holdings Ltd.

	 	Cayman Islands
	 	El Paso CGP Company, L.L.C.
	 	Owner
	 	 	100.0000	 





Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 4










 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	Coastal Halcon Pipeline I Ltd.

	 	Cayman Islands
	 	El Paso CGP Company, L.L.C.
	 	Owner
	 	 	100.0000	 
	Coastal Halcon Pipeline II Ltd.

	 	Cayman Islands
	 	El Paso CGP Company, L.L.C.
	 	Owner
	 	 	100.0000	 
	Coastal India Petroleum Ltd.

	 	Cayman Islands
	 	Coscol Petroleum Corporation
	 	Owner
	 	 	100.0000	 
	Coastal International Finance Ltd.

	 	Cayman Islands
	 	El Paso CNG Company, L.L.C.
	 	Owner
	 	 	100.0000	 
	Coastal Liquids Partners, L.P.

	 	Delaware
	 	El Paso Exploration & Production Management,
Inc.
	 	Limited Partner
	 	 	2.1940	 
	 

	 	 	 	El Paso Merchant Energy-Petroleum Company
	 	General and Limited Partner
	 	 	97.8060	 
	Coastal Management Services (Singapore) Pte Ltd.

	 	Singapore
	 	Coastal Securities Company Limited
	 	Owner
	 	 	100.0000	 
	Coastal Mart, Inc.

	 	Delaware
	 	El Paso Remediation Company
	 	Stockholder
	 	 	100.0000	 
	Coastal Mobile Refining Company

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Coastal Offshore Finance Ltd.

	 	Cayman Islands
	 	Coastal International Finance Ltd.
	 	Owner
	 	 	100.0000	 
	Coastal Offshore Fuels, Inc.

	 	Liberia
	 	Cosbel Petroleum Corporation
	 	Owner
	 	 	100.0000	 
	Coastal Offshore Insurance Ltd.

	 	Bermuda
	 	Coastal Offshore Finance Ltd.
	 	Owner
	 	 	100.0000	 
	Coastal Oil & Gas Australia 20 Pty Ltd.

	 	Australia
	 	Coastal Australia AC 96-3 Ltd.
	 	Owner
	 	 	100.0000	 
	Coastal Oil New England, Inc.

	 	Massachusetts
	 	Cosbel Petroleum Corporation
	 	Stockholder
	 	 	100.0000	 
	Coastal Oil New York, Inc.

	 	Delaware
	 	Cosbel Petroleum Corporation
	 	Stockholder
	 	 	100.0000	 
	Coastal Palembang Power (Singapore) Pte Ltd.

	 	Singapore
	 	Coastal Palembang Power Ltd.
	 	Owner
	 	 	100.0000	 
	Coastal Palembang Power Ltd.

	 	Cayman Islands
	 	El Paso CGP Company, L.L.C.
	 	Owner
	 	 	100.0000	 
	Coastal Petrochemical International (L) Limited

	 	Labuan
	 	Coastal Petrochemical International A.V.V.
	 	Owner
	 	 	100.0000	 
	Coastal Petrochemical International A.V.V.

	 	Aruba
	 	Coscol Petroleum Corporation
	 	Owner
	 	 	100.0000	 
	Coastal Petroleum (Far East) Pte Ltd.

	 	Singapore
	 	Coastal Securities Company Limited
	 	Owner
	 	 	100.0000	 
	Coastal Petroleum Argentina, S.A.

	 	Argentina
	 	Triunion Energy Company
	 	Owner
	 	 	5.0001	 
	 

	 	 	 	Coastal Petroleum N.V.
	 	Owner
	 	 	94.9999	 
	Coastal Petroleum N.V.

	 	Aruba
	 	Coastal Stock Company Limited
	 	Owner
	 	 	100.0000	 
	Coastal Petroleum N.V. Chile Limitada

	 	Chile
	 	El Paso Latin America Inc.
	 	Owner
	 	 	0.0030	 
	 

	 	 	 	Coastal Petroleum N.V.
	 	Owner
	 	 	99.9970	 
	Coastal Pipeline Company

	 	Delaware
	 	El Paso Merchant Energy-Petroleum Company
	 	Stockholder
	 	 	100.0000	 
	Coastal Power International II Ltd.

	 	Cayman Islands
	 	El Paso CGP Company, L.L.C.
	 	Owner
	 	 	100.0000	 
	Coastal Power Nicaragua Holding Company Ltd.

	 	Cayman Islands
	 	Coastal Power Nicaragua Ltd.
	 	Owner
	 	 	100.0000	 
	Coastal Power Nicaragua Ltd.

	 	Cayman Islands
	 	El Paso CGP Company, L.L.C.
	 	Owner
	 	 	100.0000	 
	Coastal Romanian Petroleum International A.V.V.

	 	Aruba
	 	Delve Overseas S.A.
	 	Unaffiliated Parties
	 	 	1.0000	 





Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 5









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	 

	 	 	 	Coastal Petroleum N.V.
	 	Owner
	 	 	49.5000	 
	 

	 	 	 	Arpechim S.A
	 	Unaffiliated Parties
	 	 	49.5000	 
	Coastal Romanian Petroleum SRL

	 	Romania
	 	Delve Overseas S.A.
	 	Unaffiliated Parties
	 	 	1.0000	 
	 

	 	 	 	Coscol Petroleum Corporation
	 	Owner
	 	 	49.5000	 
	 

	 	 	 	Arpechim S.A
	 	Unaffiliated Parties
	 	 	49.5000	 
	Coastal Saba Investor II Ltd.

	 	Cayman Islands
	 	Coastal Saba Manager Ltd.
	 	Owner
	 	 	1.0000	 
	 

	 	 	 	Coastal Saba Investor Ltd.
	 	Owner
	 	 	99.0000	 
	Coastal Saba Investor Ltd.

	 	Cayman Islands
	 	El Paso CGP Company, L.L.C.
	 	Owner
	 	 	100.0000	 
	Coastal Saba Manager II Ltd.

	 	Cayman Islands
	 	Coastal Saba Manager Ltd.
	 	Owner
	 	 	1.0000	 
	 

	 	 	 	Coastal Saba Investor Ltd.
	 	Owner
	 	 	99.0000	 
	Coastal Saba Manager Ltd.

	 	Cayman Islands
	 	El Paso CGP Company, L.L.C.
	 	Owner
	 	 	100.0000	 
	Coastal Saba Power Ltd.

	 	Mauritius
	 	Coastal Saba Manager II Ltd.
	 	Owner
	 	 	1.0000	 
	 

	 	 	 	Coastal Saba Investor II Ltd.
	 	Owner
	 	 	99.0000	 
	Coastal Securities Company Limited

	 	Bermuda
	 	Coastal Stock Company Limited
	 	Owner
	 	 	100.0000	 
	Coastal States Energy Company

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Coastal States Management Corporation

	 	Colorado
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Coastal Stock Company Limited

	 	Bermuda
	 	El Paso Merchant Energy-Petroleum Company
	 	Owner of Common Stock
	 	 	0.2800	 
	 

	 	 	 	Coastal Austral Ltd.
	 	Owner of Common Stock
	 	 	0.8100	 
	 

	 	 	 	EnCap Holdings (Cayman) Company
	 	Owner of Class A Stock
	 	 	5.9820	 
	 

	 	 	 	EPED B Company
	 	Owner of Class A Stock
	 	 	16.3420	 
	 

	 	 	 	Coastal Petrochemical International (L) Limited
	 	Owner of Common Stock
	 	 	19.2230	 
	 

	 	 	 	Coscol Petroleum Corporation
	 	Owner of Common Stock
	 	 	57.3630	 
	Coastal Subic Bay Terminal, Inc.

	 	Philippines
	 	Coscol Petroleum Corporation
	 	Owner
	 	 	100.0000	 
	Coastal Technology Nicaragua S.A.

	 	Nicaragua
	 	Directors/Officers/Other Individuals
	 	Individual Owner(s)
	 	 	2.0000	 
	 

	 	 	 	El Paso Technology, Inc.
	 	Owner
	 	 	98.0000	 
	Coastal Technology Palembang (Cayman) Ltd.

	 	Cayman Islands
	 	El Paso Technology, Inc.
	 	Owner
	 	 	100.0000	 
	Coastal Unilube, Inc.

	 	Tennessee
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Coastal Wartsila Petroleum Private Limited

	 	India
	 	Coastal Energy Resources Ltd.
	 	Owner
	 	 	50.0000	 
	 

	 	 	 	Unaffiliated Party/Parties unknown
	 	Unaffiliated Parties
	 	 	50.0000	 
	Coastal West Ventures, Inc.

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 6









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	Colbourne Insurance Company Limited

	 	United Kingdom
	 	Directors/Officers/Other Individuals
	 	Individual Owner(s)
	 	 	0.0002	 
	 

	 	 	 	El Paso Energy Capital Company
	 	Owner
	 	 	22.9998	 
	 

	 	 	 	Coastal Europe Limited
	 	Owner
	 	 	77.0000	 
	Colorado Interstate Gas Company

	 	Delaware
	 	El Paso Noric Investments III, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Colorado Water Supply Company

	 	Delaware
	 	Colorado Interstate Gas Company
	 	Stockholder
	 	 	100.0000	 
	Continental Connector Pipeline Company

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	Copper Eagle Gas Storage, LLC

	 	Delaware
	 	El Paso Natural Gas Company
	 	Member
	 	 	100.0000	 
	Coronado Energy E&P Company, L.L.C.

	 	Delaware
	 	Coronado Energy Production Operating, L.L.C.
	 	Member
	 	 	1.0000	 
	 

	 	 	 	Coronado Energy Production Partners, L.L.C.
	 	Member
	 	 	99.0000	 
	Coronado Energy Production Operating, L.L.C.

	 	Delaware
	 	Coronado Energy Production, L.L.C.
	 	Member
	 	 	100.0000	 
	Coronado Energy Production Partners, L.L.C.

	 	Delaware
	 	Coronado Energy Production Operating, L.L.C.
	 	Member
	 	 	1.0000	 
	 

	 	 	 	Coronado Energy Production, L.L.C.
	 	Member
	 	 	99.0000	 
	Coronado Energy Production, L.L.C.

	 	Delaware
	 	EPC Holdings 756 LLC
	 	Unaffiliated Party — Like Kind
Exchange
	 	 	100.0000	 
	Cosbel Petroleum Corporation

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Coscol Holding Company Ltd.

	 	Cayman Islands
	 	Coscol Petroleum Corporation
	 	Owner
	 	 	100.0000	 
	Coscol Petroleum Corporation

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Cross Country Development L.L.C.

	 	Delaware
	 	Collins & Aikman Products Co.
	 	Unaffiliated Parties
	 	 	9.0000	 
	 

	 	 	 	Wilson Sporting Goods Co.
	 	Unaffiliated Parties
	 	 	40.6700	 
	 

	 	 	 	El Paso Natural Gas Company
	 	Member
	 	 	50.3300	 
	Crystal Exploration and Production, L.L.C.

	 	Delaware
	 	Crystal Gas Storage, Inc.
	 	Member
	 	 	100.0000	 
	Crystal Gas Storage, Inc.

	 	Delaware
	 	El Paso Remediation Company
	 	Stockholder
	 	 	100.0000	 
	DBNGP Finance Company L.L.C.

	 	Delaware
	 	EPED Holding Company
	 	Member
	 	 	50.0000	 
	 

	 	 	 	CNG International Corporation
	 	Unaffiliated Parties
	 	 	50.0000	 
	DeepTech International Inc.

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	Diamond Power Holdings, L.L.C.

	 	Delaware
	 	Diamond Power Ventures, L.L.C.
	 	Member
	 	 	100.0000	 
	Diamond Power Ventures, L.L.C.

	 	Delaware
	 	Garnet Power Holdings, L.L.C.
	 	Member
	 	 	49.0000	 
	 

	 	 	 	Gemstone Investor Limited
	 	Member
	 	 	51.0000	 
	Dutonorte Investimentos Ltda

	 	Brazil
	 	Termogas International Inc.
	 	Unaffiliated Parties
	 	 	46.7158	 
	 

	 	 	 	El Paso Cayman TNG Company
	 	Owner
	 	 	53.2842	 
	Dynaf Bolivia S.A.

	 	Bolivia
	 	Directors/Officers/Other Individuals
	 	Individual Owner(s)
	 	 	0.2000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 7








 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	 

	 	 	 	EPED Holding Company
	 	Owner
	 	 	99.8000	 
	Eastern Gulf Pipeline Company

	 	Delaware
	 	Southern Natural Gas Company
	 	Stockholder
	 	 	100.0000	 
	Eastern Insurance Company Limited

	 	Bermuda
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso Amazonas Energia Ltda.

	 	Brazil
	 	El Paso Energy Rio Negro Company
	 	Owner
	 	 	0.0100	 
	 

	 	 	 	EPIC Energy Amazon Company
	 	Owner
	 	 	99.9900	 
	El Paso Asia (Labuan) Limited

	 	Labuan
	 	EPED B Company
	 	Owner
	 	 	100.0000	 
	El Paso Bahamas Holding B.V.

	 	Netherlands
	 	El Paso Pipeline Holding B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Brazil Holdings Company

	 	Cayman Islands
	 	El Paso Brazil, L.L.C.
	 	Owner
	 	 	100.0000	 
	El Paso Brazil, L.L.C.

	 	Delaware
	 	El Paso Cayman Brazil Ventures Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman BM-CAL-4 Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman BAS-97 Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman BCAM-2 Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman BS-1 Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman BM-POT-11 Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman BM-POT-13 Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman BM-S-13 Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman BM-CAL-6 Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman BM-ES-5 Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman BM-CAL-5 Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman CAL-M-312 Company
	 	Member
	 	 	7.6923	 
	 

	 	 	 	El Paso Cayman CAL-M-372 Company
	 	Member
	 	 	7.6923	 
	El Paso Canada Pipeline B.V.

	 	Netherlands
	 	El Paso Pipeline Holding B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Canada Pipeline Company

	 	Nova Scotia
	 	El Paso Canada Pipeline B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Capital Trust II

	 	Delaware
	 	El Paso Corporation
	 	Sponsor
	 	 	100.0000	 
	El Paso Capital Trust III

	 	Delaware
	 	El Paso Corporation
	 	Sponsor
	 	 	100.0000	 
	El Paso Cayman BAS-97 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BCAM-2 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BM-CAL-4 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 8








 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BM-CAL-5 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BM-CAL-6 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BM-ES-5 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BM-ES-6 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BM-PAMA-1 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BM-POT-11 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BM-POT-13 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BM-S-13 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BPAR-10 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman Brazil Ventures Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BS-1 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman BT-PR-4 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman CAL-M-312 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman CAL-M-372 Company

	 	Cayman Islands
	 	El Paso Preferred Holdings Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	El Paso E&P International Holding Company
	 	Owner
	 	 	95.0000	 
	El Paso Cayman DBNGP, Ltd.

	 	Cayman Islands
	 	DBNGP Finance Company L.L.C.
	 	Owner
	 	 	100.0000	 





Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 9









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	El Paso Cayman TNG Company

	 	Cayman Islands
	 	EPED B Company
	 	Owner
	 	 	100.0000	 
	El Paso CGP Company, L.L.C.

	 	Delaware
	 	El Paso Corporation
	 	Member
	 	 	100.0000	 
	El Paso CGP Gas Transmission Company

	 	Delaware
	 	El Paso Field Operations Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Citrus Holdings, Inc.

	 	Delaware
	 	Southern Natural Gas Company
	 	Stockholder
	 	 	100.0000	 
	El Paso CNG Company, L.L.C.

	 	Delaware
	 	El Paso Corporation
	 	Member
	 	 	100.0000	 
	El Paso Coal Holding, L.L.C.

	 	Delaware
	 	El Paso CNG Company, L.L.C.
	 	Member
	 	 	100.0000	 
	El Paso Compression Services de Mexico, S. de R.L. de C.V.

	 	Mexico
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	0.0134	 
	 

	 	 	 	El Paso Nederland Energie B.V.
	 	Owner
	 	 	99.9866	 
	El Paso Corporate Foundation

	 	Texas
	 	El Paso Corporation
	 	Member
	 	 	100.0000	 
	El Paso Corporation

	 	Delaware
	 	Unaffiliated Parties
	 	Stockholder
	 	 	100.0000	 
	El Paso DBNGP Limited

	 	Labuan
	 	El Paso Cayman DBNGP, Ltd.
	 	Owner
	 	 	100.0000	 
	El Paso E&P Cayman Finance Ltd.

	 	Cayman Islands
	 	El Paso E&P International Holding Company
	 	Owner
	 	 	100.0000	 
	El Paso E&P Company, L.P.

	 	Delaware
	 	El Paso Exploration & Production Management,
Inc.
	 	General Partner
	 	 	1.0000	 
	 

	 	 	 	El Paso E&P Holdings, Inc.
	 	Limited Partner
	 	 	99.0000	 
	El Paso E&P Finance Company, L.L.C.

	 	Delaware
	 	El Paso E&P Cayman Finance Ltd.
	 	Member
	 	 	100.0000	 
	El Paso E&P Holdings, Inc.

	 	Delaware
	 	El Paso Exploration & Production Management,
Inc.
	 	Stockholder
	 	 	100.0000	 
	El Paso E&P International Corporation

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso E&P International Holding Company

	 	Delaware
	 	El Paso Exploration & Production Company
	 	Stockholder
	 	 	100.0000	 
	El Paso E&P Zapata, L.P.

	 	Texas
	 	El Paso South Texas E&P Company, L.L.C.
	 	General Partner
	 	 	1.0000	 
	 

	 	 	 	El Paso E&P Company, L.P.
	 	Limited Partner
	 	 	99.0000	 
	El Paso Egypt Production Company

	 	Cayman Islands
	 	El Paso E&P International Holding Company
	 	Owner
	 	 	100.0000	 
	El Paso El Sauz B.V.

	 	Netherlands
	 	EPED Holding Company
	 	Owner
	 	 	100.0000	 
	El Paso Energia Cayman I Limited

	 	Cayman Islands
	 	EPED Holding Company
	 	Owner
	 	 	100.0000	 
	El Paso Energia do Brasil Ltda.

	 	Brazil
	 	El Paso Oleo e Gas do Brasil Ltda.
	 	Owner
	 	 	0.0001	 
	 

	 	 	 	El Paso Merchant Energy Americas do Sul

(Cayman) Company
	 	Owner
	 	 	0.0313	 
	 

	 	 	 	El Paso Energy Brazil Corporation
	 	Owner
	 	 	99.9686	 
	El Paso Energia Mexico, SA de CV

	 	Mexico
	 	El Paso Energy International Company
	 	Owner
	 	 	49.7500	 
	 

	 	 	 	El Paso Latin America Inc.
	 	Owner
	 	 	50.2500	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 10








 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	El Paso Energy Amazon Company

	 	Cayman Islands
	 	Amethyst Power Holdings, L.L.C.
	 	Owner
	 	 	100.0000	 
	El Paso Energy Argentina Limitada S.A.

	 	Argentina
	 	Triunion Energy Inversiones Company
	 	Owner
	 	 	5.0000	 
	 

	 	 	 	Triunion Energy Company
	 	Owner
	 	 	95.0000	 
	El Paso Energy Argentina Service Company

	 	Delaware
	 	EPED Holding Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Energy Brazil Corporation

	 	Cayman Islands
	 	EPED B Company
	 	Owner
	 	 	100.0000	 
	El Paso Energy Capital Company

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	El Paso Energy Capital Trust I

	 	Delaware
	 	El Paso Corporation
	 	Sponsor
	 	 	100.0000	 
	El Paso Energy Cayger II Company

	 	Cayman Islands
	 	Aquamarine Power Holdings, L.L.C.
	 	Owner
	 	 	100.0000	 
	El Paso Energy Corporation Environmental Settlement 

Irrevocable Trust I

	 	 	 	El Paso Energy E.S.T. Company
	 	Trustee
	 	 	100.0000	 
	El Paso Energy E.S.T. Company

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso Energy Engineering Company

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso Energy Europe Limited

	 	Scotland
	 	El Paso Energy Operating Services Company
	 	Owner
	 	 	100.0000	 
	El Paso Energy Global Holdings Company

	 	Cayman Islands
	 	EPED Holding Company
	 	Owner
	 	 	100.0000	 
	El Paso Energy Hydro Holding B.V.

	 	Netherlands
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Energy India (Private) Ltd.

	 	India
	 	El Paso Energy Global Holdings Company
	 	Owner
	 	 	0.0022	 
	 

	 	 	 	El Paso International Power Operations Company
	 	Owner
	 	 	99.9978	 
	El Paso Energy International Company

	 	Delaware
	 	El Paso Tennessee Pipeline Co.
	 	Stockholder
	 	 	100.0000	 
	El Paso Energy Marketing de Mexico, S de RL de CV

	 	Mexico
	 	El Paso Merchant Energy Company
	 	Owner
	 	 	0.1100	 
	 

	 	 	 	El Paso Nederland Energie B.V.
	 	Owner
	 	 	99.8900	 
	El Paso Energy Oil Transmission, L.L.C.

	 	Delaware
	 	El Paso Exploration & Production Management,
Inc.
	 	Member
	 	 	100.0000	 
	El Paso Energy Operating Services Company

	 	Cayman Islands
	 	EPED B Company
	 	Owner
	 	 	100.0000	 
	El Paso Energy Pittsfield Corporation

	 	Delaware
	 	El Paso Energy International Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Energy Portland Corporation

	 	Delaware
	 	Tennessee Gas Pipeline Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Energy Rio Negro Company

	 	Cayman Islands
	 	El Paso Energy Amazon Company
	 	Owner
	 	 	100.0000	 
	El Paso Energy Service Company

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso Energy Servicios S. de R.L. de C.V.

	 	Mexico
	 	El Paso Energy International Company
	 	Owner
	 	 	1.0000	 
	 

	 	 	 	EPED Holding Company
	 	Owner
	 	 	99.0000	 
	El Paso EPNG Investments, L.L.C.

	 	Delaware
	 	El Paso Corporation
	 	Member
	 	 	100.0000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 11








 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	El Paso Europe Limited

	 	Scotland
	 	El Paso Merchant Energy International Company
	 	Owner
	 	 	100.0000	 
	El Paso European Energie B.V.

	 	Netherlands
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Exploration & Production Company

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso Exploration & Production Management, Inc.

	 	Delaware
	 	El Paso Exploration & Production Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Field Operations Company

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	El Paso Field Services International Company

	 	Cayman Islands
	 	El Paso Tennessee Pipeline Co.
	 	Owner
	 	 	100.0000	 
	El Paso Field Services Management, Inc.

	 	Delaware
	 	El Paso Transmission Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Field Services, L.L.C.

	 	Delaware
	 	El Paso Field Services Management, Inc.
	 	Member
	 	 	1.0000	 
	 

	 	 	 	El Paso Transmission Company
	 	Member
	 	 	99.0000	 
	El Paso Fife I Company

	 	Cayman Islands
	 	EPED B Company
	 	Owner
	 	 	100.0000	 
	El Paso Gas Marketing Company

	 	Delaware
	 	El Paso Merchant Energy-Gas Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Gas Services Company

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso Gas Transmission de Mexico, S. de R.L. de C.V.

	 	Mexico
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	0.0001	 
	 

	 	 	 	El Paso Nederland Energie B.V.
	 	Owner
	 	 	99.9999	 
	El Paso Global Networks Company

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso Great Lakes Company, L.L.C.

	 	Delaware
	 	Seafarer US Pipeline System, Inc.
	 	Member
	 	 	100.0000	 
	El Paso Guna Power (Mauritius) Limited

	 	Mauritius
	 	KLT Power Asia
	 	Owner
	 	 	100.0000	 
	El Paso Indonesia B.V.

	 	Netherlands
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Industrial Energy, L.P.

	 	Delaware
	 	El Paso Merchant Energy Company
	 	General Partner
	 	 	1.0000	 
	 

	 	 	 	El Paso Marketing, L.P.
	 	Limited Partner
	 	 	99.0000	 
	El Paso International Power Operations Company

	 	Cayman Islands
	 	El Paso Energy Global Holdings Company
	 	Owner
	 	 	100.0000	 
	El Paso Japan Holding B.V.

	 	Netherlands
	 	El Paso Nederland Energie B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Khulna Power ApS

	 	Denmark
	 	El Paso Power Khulna Holding Ltd.
	 	Owner
	 	 	100.0000	 
	El Paso Latin America Inc.

	 	Delaware
	 	El Paso Energy International Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Maritime B.V.

	 	Netherlands
	 	El Paso Oleo e Gas do Brasil Ltda.
	 	Owner
	 	 	100.0000	 
	El Paso Marketing, L.P.

	 	Delaware
	 	El Paso Merchant Energy Company
	 	General Partner
	 	 	1.0000	 
	 

	 	 	 	El Paso SPM Company
	 	Limited Partner
	 	 	23.0000	 
	 

	 	 	 	El Paso Merchant Energy-Gas Company
	 	Limited Partner
	 	 	76.0000	 
	El Paso Mauritius Holding Limited

	 	Mauritius
	 	EPED B Company
	 	Owner
	 	 	100.0000	 
	El Paso Merchant Energy Americas do Sul (Cayman) Company

	 	Cayman Islands
	 	El Paso Merchant Energy International Company
	 	Owner
	 	 	100.0000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 12









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	El Paso Merchant Energy Brazil, Ltd.

	 	Cayman Islands
	 	El Paso Merchant Energy International Company
	 	Owner
	 	 	100.0000	 
	El Paso Merchant Energy Company

	 	Delaware
	 	El Paso Merchant Energy North America Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Merchant Energy do Brasil Ltda.

	 	Brazil
	 	El Paso Energia do Brasil Ltda.
	 	Owner
	 	 	0.0001	 
	 

	 	 	 	El Paso Merchant Energy Brazil, Ltd.
	 	Owner
	 	 	99.9999	 
	El Paso Merchant Energy Europe Holdings I Company

	 	Cayman Islands
	 	El Paso Merchant Energy International Company
	 	Owner
	 	 	100.0000	 
	El Paso Merchant Energy Europe Holdings II Company

	 	Cayman Islands
	 	El Paso Merchant Energy International Company
	 	Owner
	 	 	100.0000	 
	El Paso Merchant Energy Europe Holdings III Company

	 	Cayman Islands
	 	El Paso Merchant Energy International Company
	 	 	 	 	100.0000	 
	El Paso Merchant Energy Europe Limited

	 	Scotland
	 	El Paso Merchant Energy Europe Holdings I

Company
	 	Owner
	 	 	100.0000	 
	El Paso Merchant Energy International Company

	 	Cayman Islands
	 	El Paso Energy Global Holdings Company
	 	Owner
	 	 	100.0000	 
	El Paso Merchant Energy North America Company

	 	Delaware
	 	El Paso Tennessee Pipeline Co.
	 	Stockholder
	 	 	100.0000	 
	El Paso Merchant Energy-Gas Company

	 	Delaware
	 	EPEC Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso Merchant Energy-Petroleum Company

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	El Paso Mexico Gasoductos B.V.

	 	Netherlands
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Mexico Management B.V.

	 	Netherlands
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Mexico Management S. de R.L. de C.V.

	 	Mexico
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	0.0300	 
	 

	 	 	 	El Paso Mexico Management B.V.
	 	Owner
	 	 	99.9700	 
	El Paso Midwest Company

	 	Delaware
	 	El Paso Energy Capital Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Mojave Pipeline Co.

	 	Delaware
	 	El Paso Natural Gas Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Natural Gas Company

	 	Delaware
	 	El Paso EPNG Investments, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	El Paso Nederland Energie B.V.

	 	Netherlands
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Neuquen Holding Company

	 	Cayman Islands
	 	El Paso Energy Argentina Service Company
	 	Owner
	 	 	100.0000	 
	El Paso Noric Investments III, L.L.C.

	 	Delaware
	 	El Paso CNG Company, L.L.C.
	 	Member
	 	 	100.0000	 
	El Paso O&M do Brasil Ltda.

	 	Brazil
	 	El Paso Energia do Brasil Ltda.
	 	Owner
	 	 	0.0001	 
	 

	 	 	 	El Paso International Power Operations Company
	 	Owner
	 	 	99.9999	 
	El Paso Oleo e Gas do Brasil Ltda.

	 	Brazil
	 	El Paso Brazil Holdings Company
	 	Owner
	 	 	0.1998	 
	 

	 	 	 	El Paso Brazil, L.L.C.
	 	Owner
	 	 	99.8002	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 13








 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	El Paso Pacific Company

	 	Delaware
	 	El Paso Energy International Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Pakistan Power (Private) Limited

	 	Pakistan
	 	Directors/Officers/Other Individuals
	 	Individual Owner(s)
	 	 	0.2000	 
	 

	 	 	 	El Paso Energy International Company
	 	Owner
	 	 	99.8000	 
	El Paso Petroleum Overseas N.V.

	 	Aruba
	 	Coastal Stock Company Limited
	 	Owner
	 	 	100.0000	 
	El Paso Pipeline GP Company, L.L.C.

	 	Delaware
	 	El Paso Corporation
	 	Member
	 	 	100.0000	 
	El Paso Pipeline Holding B.V.

	 	Netherlands
	 	El Paso Corporation
	 	Owner
	 	 	100.0000	 
	El Paso Pipeline LP Holdings, L.L.C.

	 	Delaware
	 	El Paso Corporation
	 	Member
	 	 	100.0000	 
	El Paso Pipeline Partners Operating Company, L.L.C.

	 	Delaware
	 	El Paso Pipeline Partners, L.P.
	 	Member
	 	 	100.0000	 
	El Paso Pipeline Partners, L.P.

	 	Delaware
	 	El Paso Pipeline GP Company, L.L.C.
	 	General Partner
	 	 	2.0000	 
	 

	 	 	 	El Paso Pipeline LP Holdings, L.L.C.
	 	Limited Partner
	 	 	98.0000	 
	El Paso Pipeline Services Company

	 	Delaware
	 	El Paso Natural Gas Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Power Khulna Holding Ltd.

	 	Cayman Islands
	 	El Paso CGP Company, L.L.C.
	 	Owner
	 	 	100.0000	 
	El Paso PPC Holding B.V.

	 	Netherlands
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Preferred Holdings Company

	 	Delaware
	 	El Paso E&P International Holding Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Production Company Turkey BV

	 	Netherlands
	 	El Paso Production Holdings B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Production Holdings B.V.

	 	Netherlands
	 	El Paso Corporation
	 	Owner
	 	 	100.0000	 
	El Paso Production International Cayman Company

	 	Cayman Islands
	 	El Paso E&P International Holding Company
	 	Owner
	 	 	100.0000	 
	El Paso Production Oil & Gas Gathering, L.P.

	 	Delaware
	 	El Paso Exploration & Production Management,
Inc.
	 	General Partner
	 	 	1.0000	 
	 

	 	 	 	El Paso E&P Holdings, Inc.
	 	Limited Partner
	 	 	99.0000	 
	El Paso Production Resale Company

	 	Delaware
	 	El Paso Exploration & Production Management,
Inc.
	 	Stockholder
	 	 	100.0000	 
	El Paso Reata Energy, L.P.

	 	Delaware
	 	El Paso Merchant Energy Company
	 	General Partner
	 	 	1.0000	 
	 

	 	 	 	El Paso Marketing, L.P.
	 	Limited Partner
	 	 	99.0000	 
	El Paso Remediation Company

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso Rio Bravo B.V.

	 	Netherlands
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	100.0000	 
	El Paso Rio Negro Energia Ltda.

	 	Brazil
	 	EPIC Energy Amazon Company
	 	Owner
	 	 	0.0100	 
	 

	 	 	 	El Paso Energy Rio Negro Company
	 	Owner
	 	 	99.9900	 
	El Paso Rondonia Power Company

	 	Cayman Islands
	 	Aquamarine Power Holdings, L.L.C.
	 	Owner
	 	 	100.0000	 
	El Paso Samalayuca Holding (Cayman) Company

	 	Cayman Islands
	 	EPED SAM Holdings Company
	 	Owner
	 	 	100.0000	 
	El Paso Services (D.C.) Inc.

	 	Delaware
	 	El Paso Energy Service Company
	 	Stockholder
	 	 	100.0000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 14








 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	El Paso Services Holding Company

	 	Delaware
	 	El Paso Tennessee Pipeline Co.
	 	Stockholder
	 	 	100.0000	 
	El Paso SLOC Holding Company

	 	Cayman Islands
	 	Coscol Petroleum Corporation
	 	Owner
	 	 	100.0000	 
	El Paso SNG Holding Company, L.L.C.

	 	Delaware
	 	El Paso Corporation
	 	Member
	 	 	100.0000	 
	El Paso South Texas E&P Company, L.L.C.

	 	Delaware
	 	El Paso E&P Company, L.P.
	 	Member
	 	 	100.0000	 
	El Paso SPM Company

	 	Delaware
	 	El Paso Merchant Energy Company
	 	Stockholder
	 	 	100.0000	 
	El Paso Tankships Malta, Ltd.

	 	Malta
	 	Coscol Holding Company Ltd.
	 	Owner
	 	 	1.0000	 
	 

	 	 	 	El Paso SLOC Holding Company
	 	Owner
	 	 	99.0000	 
	El Paso Tankships USA Company

	 	Delaware
	 	Coscol Petroleum Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso Technology Pakistan (Private) Limited

	 	Pakistan
	 	Directors/Officers/Other Individuals
	 	Individual Owner(s)
	 	 	0.0003	 
	 

	 	 	 	El Paso Technology, Inc.
	 	Owner
	 	 	99.9997	 
	El Paso Technology, Inc.

	 	Delaware
	 	El Paso CGP Company, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	El Paso Telecom, L.L.C.

	 	Delaware
	 	El Paso Global Networks Company
	 	Member
	 	 	100.0000	 
	El Paso Tennessee Pipeline Co.

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	El Paso TGPC Investments, L.L.C.

	 	Delaware
	 	El Paso Tennessee Pipeline Co.
	 	Member
	 	 	100.0000	 
	El Paso Transmission Company

	 	Delaware
	 	El Paso Tennessee Pipeline Co.
	 	Stockholder
	 	 	100.0000	 
	El Paso Wyoming Gas Supply Company

	 	Delaware
	 	Colorado Interstate Gas Company
	 	Stockholder
	 	 	100.0000	 
	Elba Express Company, L.L.C.

	 	Delaware
	 	Southern Natural Gas Company
	 	Member
	 	 	100.0000	 
	Emerald Finance, L.L.C.

	 	Delaware
	 	El Paso Energia Cayman I Limited
	 	Member
	 	 	100.0000	 
	Empresa Energetica Sierra Chaco S.A.

	 	Bolivia
	 	Directors/Officers/Other Individuals
	 	Individual Owner(s)
	 	 	0.3333	 
	 

	 	 	 	EPED Holding Company
	 	Owner
	 	 	99.6667	 
	EnCap Holdings (Cayman) Company

	 	Cayman Islands
	 	El Paso Merchant Energy International Company
	 	Owner
	 	 	100.0000	 
	EnCap Investments L.L.C.

	 	Delaware
	 	David Miller
	 	Unaffiliated Parties
	 	 	8.3333	 
	 

	 	 	 	Martin Phillips
	 	Unaffiliated Parties
	 	 	8.3333	 
	 

	 	 	 	Gary Petersen
	 	Unaffiliated Parties
	 	 	8.3333	 
	 

	 	 	 	Robert Zorich
	 	Unaffiliated Parties
	 	 	8.3333	 
	 

	 	 	 	El Paso Merchant Energy North America Company
	 	Member
	 	 	33.3333	 
	 

	 	 	 	EnCap Investments L.P.
	 	Unaffiliated Parties
	 	 	33.3333	 
	Energy Maritime Holdings LLC

	 	Delaware
	 	El Paso Tankships USA Company
	 	Member
	 	 	50.0000	 
	 

	 	 	 	C-Shuttle, L.L.C.
	 	Unaffiliated Parties
	 	 	50.0000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 15










 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	Energy Maritime LLC

	 	Delaware
	 	Energy Maritime Holdings LLC
	 	Member
	 	 	100.0000	 
	EnerVest Energy, L.P.

	 	Delaware
	 	Coronado Energy E&P Company, L.L.C.
	 	Partner
	 	 	23.0000	 
	 

	 	 	 	Unaffiliated Party/Parties unknown
	 	Partner
	 	 	77.0000	 
	Enfield Holdings B.V.

	 	Netherlands
	 	EPIC Energy Hungary B.V.
	 	Owner
	 	 	50.0000	 
	 

	 	 	 	NRGenerating International B.V.
	 	Unaffiliated Parties
	 	 	50.0000	 
	EP Connect, L.L.C.

	 	Delaware
	 	El Paso Corporation
	 	Member
	 	 	100.0000	 
	EP Power Finance, L.L.C.

	 	Delaware
	 	El Paso Merchant Energy North America Company
	 	Member
	 	 	100.0000	 
	EPEC Communications Corporation

	 	Delaware
	 	Tennessee Gas Pipeline Company
	 	Stockholder
	 	 	100.0000	 
	EPEC Corporation

	 	Delaware
	 	El Paso Services Holding Company
	 	Stockholder
	 	 	100.0000	 
	EPEC Gas Brazil Corporation

	 	Delaware
	 	El Paso Energy International Company
	 	Stockholder
	 	 	100.0000	 
	EPEC Gas Canada Ltd.

	 	Canada
	 	El Paso Energy International Company
	 	Owner
	 	 	100.0000	 
	EPEC Gas Chile Corporation

	 	Delaware
	 	El Paso Energy International Company
	 	Stockholder
	 	 	100.0000	 
	EPEC Nederland B.V.

	 	Netherlands
	 	El Paso Corporation
	 	Owner
	 	 	100.0000	 
	EPEC Polymers, Inc.

	 	Delaware
	 	El Paso Remediation Company
	 	Stockholder
	 	 	100.0000	 
	EPEC Realty, Inc.

	 	Delaware
	 	Tennessee Gas Pipeline Company
	 	Stockholder
	 	 	100.0000	 
	EPEC West, Inc.

	 	Delaware
	 	Tennessee Gas Pipeline Company
	 	Stockholder
	 	 	100.0000	 
	EPED B Company

	 	Cayman Islands
	 	EPED Holding Company
	 	Owner
	 	 	100.0000	 
	EPED Holding Company

	 	Delaware
	 	El Paso Energy International Company
	 	Stockholder
	 	 	100.0000	 
	EPED SAM Holdings Company

	 	Delaware
	 	EPED Holding Company
	 	Stockholder
	 	 	100.0000	 
	EPIC Energy (Australia) Nominees Pty. Ltd.

	 	Australia
	 	Directors/Officers/Other Individuals
	 	Individual Owner(s)
	 	 	0.2217	 
	 

	 	 	 	El Paso DBNGP Limited
	 	Owner
	 	 	33.2594	 
	 

	 	 	 	CNG Labuan One Limited
	 	Owner
	 	 	33.2594	 
	 

	 	 	 	Isarose Pty Limited
	 	Unaffiliated Parties
	 	 	33.2594	 
	EPIC Energy Amazon Company

	 	Cayman Islands
	 	Amethyst Power Holdings, L.L.C.
	 	Owner
	 	 	100.0000	 
	EPIC Energy Australia Trust

	 	Australia
	 	El Paso DBNGP Limited
	 	Owner
	 	 	33.3000	 
	 

	 	 	 	CNG Labuan One Limited
	 	Owner
	 	 	33.3000	 
	 

	 	 	 	Unaffiliated Party/Parties unknown
	 	Unaffiliated Parties
	 	 	33.4000	 
	EPIC Energy Hungary B.V.

	 	Netherlands
	 	El Paso Energy International Company
	 	Owner
	 	 	100.0000	 
	EPIC Gas International Servicos do Brasil Ltda.

	 	Brazil
	 	El Paso Services Holding Company
	 	Owner
	 	 	0.0001	 
	 

	 	 	 	El Paso Energy International Company
	 	Owner
	 	 	14.9736	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 16









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	 

	 	 	 	EPEC Gas Brazil Corporation
	 	Owner
	 	 	85.0263	 
	EPNG Finance Company, L.L.C.

	 	Delaware
	 	El Paso Natural Gas Company
	 	Member
	 	 	100.0000	 
	EPNG Funding Company, L.L.C.

	 	Delaware
	 	EPNG Finance Company, L.L.C.
	 	Member
	 	 	100.0000	 
	EPNG Mojave, Inc.

	 	Delaware
	 	El Paso Natural Gas Company
	 	Stockholder
	 	 	100.0000	 
	EPPP CIG GP Holdings, L.L.C.

	 	Delaware
	 	El Paso Noric Investments III, L.L.C.
	 	Member
	 	 	100.0000	 
	EPPP SNG GP Holdings, L.L.C.

	 	Delaware
	 	El Paso Corporation
	 	Member
	 	 	100.0000	 
	Fife Power

	 	Scotland
	 	El Paso Fife I Company
	 	Owner
	 	 	50.0000	 
	 

	 	 	 	Fife Limited
	 	Unaffiliated Parties
	 	 	50.0000	 
	Florida Gas Transmission Company, LLC

	 	Delaware
	 	Citrus Corp.
	 	Member
	 	 	100.0000	 
	Four Star Oil & Gas Company

	 	Delaware
	 	Texaco Nederland BV
	 	Unaffiliated Party — Owner of
Class A Stock
	 	 	0.2787	 
	 

	 	 	 	Chevron Texaco Global Energy Inc.
	 	Unaffiliated Party — Owner of
Class A and Class B Stock
	 	 	19.8439	 
	 

	 	 	 	Chevron U.S.A. Inc.
	 	Unaffiliated Party — Owner of
Class A and Class B Stock
	 	 	31.1037	 
	 

	 	 	 	MBOW Four Star Corporation
	 	Stockholder
	 	 	48.7737	 
	Garnet Power Holdings, L.L.C.

	 	Delaware
	 	EPED B Company
	 	Member
	 	 	100.0000	 
	Gas de Chile S.A.

	 	Chile
	 	EPEC Gas Chile Corporation
	 	Owner
	 	 	50.0000	 
	 

	 	 	 	Empresa Nacional del Petroleo S.A.
	 	Unaffiliated Parties
	 	 	50.0000	 
	Gas TransBoliviano S.A.

	 	Bolivia
	 	EPED B Company
	 	Owner
	 	 	2.0000	 
	 

	 	 	 	BG Overseas Holdings Limited
	 	Unaffiliated Parties
	 	 	2.0000	 
	 

	 	 	 	Petrobras Gas S.A.
	 	Unaffiliated Parties
	 	 	11.0000	 
	 

	 	 	 	Shell Gas (Latin America) B.V.
	 	Unaffiliated Parties
	 	 	17.0000	 
	 

	 	 	 	Enron (Bolivia) C.V.
	 	Unaffiliated Parties
	 	 	17.0000	 
	 

	 	 	 	Transredes S.A.
	 	Unaffiliated Parties
	 	 	51.0000	 
	Gasoducto del Pacifico (Argentina) S.A.

	 	Argentina
	 	YEF Sociedad Argentina
	 	Unaffiliated Parties
	 	 	10.0000	 
	 

	 	 	 	Empresa Nacional del Petroleo S.A.
	 	Unaffiliated Parties
	 	 	18.2000	 
	 

	 	 	 	Compania de Consumidores de Gas de Santiago S.A.
	 	Unaffiliated Parties
	 	 	20.0000	 
	 

	 	 	 	El Paso Energy Argentina Limitada S.A.
	 	Owner of Preferred Stock
	 	 	21.8000	 
	 

	 	 	 	Nova Gas Sur Gas Transmission (Argentina) Ltd.
	 	Unaffiliated Parties
	 	 	30.0000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 17








 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	Gasoducto del Pacifico (Cayman) Ltd.

	 	Cayman Islands
	 	YPF Societe Anonima
	 	Unaffiliated Parties
	 	 	10.0000	 
	 

	 	 	 	Nova Gas Sur Gas Transmission (Argentina) Ltd.
	 	Unaffiliated Parties
	 	 	15.0000	 
	 

	 	 	 	Nova Gas Sur Gas Transmission (Chile) Ltd.
	 	Unaffiliated Parties
	 	 	15.0000	 
	 

	 	 	 	Empresa Nacional del Petroleo S.A.
	 	Unaffiliated Parties
	 	 	18.2000	 
	 

	 	 	 	Gasco S.A.
	 	Unaffiliated Parties
	 	 	20.0000	 
	 

	 	 	 	Triunion Energy Pacifico Company
	 	Owner
	 	 	21.8000	 
	Gasoducto del Pacifico S.A.

	 	Chile
	 	Repsol YPF Chile Ltda.
	 	Unaffiliated Parties
	 	 	10.0000	 
	 

	 	 	 	Empresa Nacional del Petroleo S.A.
	 	Unaffiliated Parties
	 	 	18.2000	 
	 

	 	 	 	Gasco S.A.
	 	Unaffiliated Parties
	 	 	20.0000	 
	 

	 	 	 	Triunion Energy Inversiones Pacifico (Chile)

Limitada
	 	Owner of Preferred Stock
	 	 	21.8000	 
	 

	 	 	 	Nova Gas Sur Gas Transmission (Argentina) Ltd.
	 	Unaffiliated Parties
	 	 	30.0000	 
	Gasoductos de Chihuahua, S. de R.L. de C.V.

	 	Mexico
	 	Pemex — Gas Y Petroquimica Basica
	 	Unaffiliated Parties
	 	 	50.0000	 
	 

	 	 	 	El Paso Energy International Company
	 	Owner
	 	 	50.0000	 
	Gasoductos de Tamaulipas, S. de R.L. de C.V.

	 	Mexico
	 	Gasoductos Servicios, S. de R.L. de C.V.
	 	Owner
	 	 	0.0100	 
	 

	 	 	 	Gasoductos de Chihuahua, S. de R.L. de C.V.
	 	Owner
	 	 	99.9900	 
	Gasoductos Servicios, S. de R.L. de C.V.

	 	Mexico
	 	Gasoductos de Tamaulipas, S. de R.L. de C.V.
	 	Owner
	 	 	0.0100	 
	 

	 	 	 	Gasoductos de Chihuahua, S. de R.L. de C.V.
	 	Owner
	 	 	99.9900	 
	GEBF, L.L.C.

	 	Louisiana
	 	ConocoPhillips Company
	 	Unaffiliated Parties
	 	 	33.3333	 
	 

	 	 	 	Chevron U.S.A. Inc.
	 	Unaffiliated Parties
	 	 	33.3333	 
	 

	 	 	 	Vermilion Bay Land, L.L.C.
	 	Member
	 	 	33.3334	 
	Gemstone Investor Limited

	 	Cayman Islands
	 	EPED Holding Company
	 	Owner of Ordinary Class A Stock
	 	 	100.0000	 
	Gemstone Investor, Inc.

	 	Delaware
	 	Gemstone Investor Limited
	 	Stockholder
	 	 	100.0000	 
	Grupo El Paso, S. de R.L. de C.V.

	 	Mexico
	 	El Paso El Sauz B.V.
	 	Owner
	 	 	0.0300	 
	 

	 	 	 	El Paso Nederland Energie B.V.
	 	Owner
	 	 	99.9700	 
	Habibullah Coastal Power Company (Private) Limited

	 	Pakistan
	 	Directors/Officers/Other Individuals
	 	Individual Owner(s)
	 	 	0.0001	 
	 

	 	 	 	Quetta Power Holding Company II Ltd.
	 	Owner
	 	 	0.9999	 
	 

	 	 	 	Quetta Power Holding Company I Ltd.
	 	Owner
	 	 	99.0000	 
	Harbortown Commercial Partnership

	 	Michigan
	 	MichCon Development Corp.
	 	Unaffiliated Parties
	 	 	33.3330	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 18








 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	 

	 	 	 	ANR Development Company, L.L.C.
	 	General Partner
	 	 	66.6670	 
	Harbortown Condominium Partnership

	 	Michigan
	 	MichCon Development Corp.
	 	Unaffiliated Parties
	 	 	33.3330	 
	 

	 	 	 	ANR Development Company, L.L.C.
	 	General Partner
	 	 	66.6670	 
	Harbortown Development Partnership

	 	Michigan
	 	MichCon Development Corp.
	 	Unaffiliated Parties
	 	 	33.3330	 
	 

	 	 	 	ANR Development Company, L.L.C.
	 	General Partner
	 	 	66.6670	 
	Harbortown Limited Dividend Housing Association

	 	Michigan
	 	ANR Development Company, L.L.C.
	 	General Partner
	 	 	50.0000	 
	 

	 	 	 	MichCon Development Corp.
	 	Unaffiliated Parties
	 	 	50.0000	 
	Interenergy Company

	 	Cayman Islands
	 	EPED B Company
	 	Owner
	 	 	100.0000	 
	Inversiones EPEC Gas (Chile) Limitada

	 	Chile
	 	El Paso Latin America Inc.
	 	Owner
	 	 	0.0001	 
	 

	 	 	 	EPEC Gas Chile Corporation
	 	Owner
	 	 	99.9999	 
	Jewel Investor, L.L.C.

	 	Delaware
	 	EPED Holding Company
	 	Member
	 	 	100.0000	 
	Khulna Power Company Ltd.

	 	Bangladesh
	 	Wartsila Development & Financial Services
(Asia) Ltd.
	 	Unaffiliated Party — Owner of
Class A and Class B Stock
	 	 	6.1000	 
	 

	 	 	 	Summit Industrial & Mercantile Corporation
(Pvt) Ltd.
	 	Unaffiliated Party — Owner of
Class A and Class B Stock
	 	 	10.0000	 
	 

	 	 	 	United Enterprises & Company Ltd.
	 	Unaffiliated Party — Owner of
Class A and Class B Stock
	 	 	10.0000	 
	 

	 	 	 	El Paso Khulna Power ApS
	 	Owner of Class A and Class B
Stock
	 	 	73.9000	 
	KLT Power Asia

	 	Cayman Islands
	 	KLT Power Inc.
	 	Owner
	 	 	100.0000	 
	KLT Power Inc.

	 	Missouri
	 	EPED Holding Company
	 	Stockholder
	 	 	100.0000	 
	MBOW Four Star Corporation

	 	Delaware
	 	El Paso Exploration & Production Company
	 	Stockholder
	 	 	100.0000	 
	McCoy Caney Coal Company

	 	Delaware
	 	Coastal Coal, Inc.
	 	Stockholder
	 	 	100.0000	 
	Mesquite Investors, L.L.C.

	 	Delaware
	 	Chaparral Investors, L.L.C.
	 	Member
	 	 	100.0000	 
	Mojave Pipeline Company

	 	Texas
	 	El Paso Mojave Pipeline Co.
	 	Partner
	 	 	50.0000	 
	 

	 	 	 	EPNG Mojave, Inc.
	 	Partner
	 	 	50.0000	 
	Mojave Pipeline Operating Company

	 	Texas
	 	Mojave Pipeline Company
	 	Stockholder
	 	 	100.0000	 
	Mont Belvieu Land Company

	 	Delaware
	 	El Paso Remediation Company
	 	Stockholder
	 	 	100.0000	 
	Mt. Franklin Insurance Ltd.

	 	Bermuda
	 	El Paso Corporation
	 	Owner
	 	 	100.0000	 
	Pacific Refining Company

	 	California
	 	El Paso Merchant Energy-Petroleum Company
	 	Partner
	 	 	2.0000	 
	 

	 	 	 	Coastal West Ventures, Inc.
	 	Partner
	 	 	98.0000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 19








 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	Palembang Coastal Technology (Singapore) Pte Ltd.

	 	Singapore
	 	Coastal Technology Palembang (Cayman) Ltd.
	 	Owner
	 	 	100.0000	 
	Peridot Finance S.a.r.l.

	 	Luxembourg
	 	Diamond Power Holdings, L.L.C.
	 	Owner
	 	 	100.0000	 
	Petro-Tex Chemical Corporation Dissolution, Distribution,
Liquidating and Recovery Trust

	 	 	 	EPEC Polymers, Inc.
	 	Trustee
	 	 	100.0000	 
	Polar Delta Project Ltd.

	 	Canada
	 	EPEC Gas Canada Ltd.
	 	Owner
	 	 	50.0000	 
	 

	 	 	 	TransCanada Pipelines Ltd.
	 	Unaffiliated Parties
	 	 	50.0000	 
	Potiguar 4A LLC

	 	Delaware
	 	Potiguar I, L.L.C.
	 	Member
	 	 	100.0000	 
	Potiguar 4B LLC

	 	Delaware
	 	Potiguar I, L.L.C.
	 	Member
	 	 	100.0000	 
	Potiguar I, L.L.C.

	 	Delaware
	 	El Paso Production International Cayman Company
	 	Member
	 	 	100.0000	 
	Potiguar II, L.L.C.

	 	Delaware
	 	Potiguar I, L.L.C.
	 	Member
	 	 	100.0000	 
	Quetta Operating Company (Private) Limited

	 	Pakistan
	 	Directors/Officers/Other Individuals
	 	Individual Owner(s)
	 	 	0.0001	 
	 

	 	 	 	El Paso Technology, Inc.
	 	Owner
	 	 	99.9999	 
	Quetta Power Holding Company I Ltd.

	 	Cayman Islands
	 	H.E.I. Ltd.
	 	Unaffiliated Parties
	 	 	25.0000	 
	 

	 	 	 	Habibullah Energy Limited (Pakistan)
	 	Unaffiliated Parties
	 	 	25.0000	 
	 

	 	 	 	Coastal Power International II Ltd.
	 	Owner
	 	 	50.0000	 
	Quetta Power Holding Company II Ltd.

	 	Cayman Islands
	 	Coastal Power International II Ltd.
	 	Owner
	 	 	1.0000	 
	 

	 	 	 	Habibullah Energy Limited
	 	Unaffiliated Parties
	 	 	1.0000	 
	 

	 	 	 	Quetta Power Holding Company I Ltd.
	 	Owner
	 	 	98.0000	 
	Rondonia Power Company

	 	Cayman Islands
	 	El Paso Rondonia Power Company
	 	Owner
	 	 	50.0000	 
	 

	 	 	 	Termo Gas International
	 	Unaffiliated Parties
	 	 	50.0000	 
	Saba Power Company (Private) Limited

	 	Pakistan
	 	Directors/Officers/Other Individuals
	 	Individual Owner(s)
	 	 	0.0001	 
	 

	 	 	 	Capco Resources, Inc.
	 	Unaffiliated Parties
	 	 	1.1499	 
	 

	 	 	 	Cogen Technologies Saba Capital Company LLC
	 	Unaffiliated Parties
	 	 	4.7100	 
	 

	 	 	 	Coastal Saba Power Ltd.
	 	Owner
	 	 	94.1400	 
	Samalayuca II Management, L.L.C.

	 	Delaware
	 	EPED SAM Holdings Company
	 	Member
	 	 	50.0000	 
	 

	 	 	 	Samalayuca Construction Management Corporation
	 	Unaffiliated Parties
	 	 	50.0000	 
	Sandbar Petroleum Company

	 	Delaware
	 	El Paso Energy International Company
	 	Stockholder
	 	 	100.0000	 
	Seafarer Bahamas Pipeline System, Ltd.

	 	Bahamas
	 	Directors/Officers/Other Individuals
	 	Individual Owner(s)
	 	 	0.0400	 
	 

	 	 	 	El Paso Bahamas Holding B.V.
	 	Owner
	 	 	99.9600	 





Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 20








 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	Seafarer US Pipeline System, Inc.

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	Sierra 1996-I Limited Partnership

	 	Texas
	 	Unaffiliated Party/Parties unknown
	 	General Partner
	 	 	1.0000	 
	 

	 	 	 	Coronado Energy E&P Company, L.L.C.
	 	Limited Partner
	 	 	99.0000	 
	SNG Finance Company, L.L.C.

	 	Delaware
	 	Southern Natural Gas Company
	 	Member
	 	 	100.0000	 
	SNG Funding Company, L.L.C.

	 	Delaware
	 	SNG Finance Company, L.L.C.
	 	Member
	 	 	100.0000	 
	SNG Pipeline Services Company, L.L.C.

	 	Delaware
	 	El Paso SNG Holding Company, L.L.C.
	 	Member
	 	 	100.0000	 
	SNG RenCen Company, L.L.C.

	 	Delaware
	 	Southern Natural Gas Company
	 	Member
	 	 	100.0000	 
	Sonora LNG Terminal Holding, S. de R.L. de C.V.

	 	Mexico
	 	Sonora Pipeline Holding, S de R. L. de C.V.
	 	Owner
	 	 	0.0300	 
	 

	 	 	 	Sonora Terminal and Pipeline, S. de R.L. de C.V.
	 	Owner
	 	 	99.9700	 
	Sonora Pipeline Holding, S de R. L. de C.V.

	 	Mexico
	 	Sonora LNG Terminal Holding, S. de R.L. de C.V.
	 	Owner
	 	 	0.0300	 
	 

	 	 	 	Sonora Terminal and Pipeline, S. de R.L. de C.V.
	 	Owner
	 	 	99.9700	 
	Sonora Pipeline, S. de R.L. de C.V.

	 	Mexico
	 	Sonora Terminal and Pipeline, S. de R.L. de C.V.
	 	Owner
	 	 	0.0300	 
	 

	 	 	 	Sonora Pipeline Holding, S de R. L. de C.V.
	 	Owner
	 	 	99.9700	 
	Sonora Services Energy, S. de R.L. de C.V.

	 	Mexico
	 	Sonora Pipeline Holding, S de R. L. de C.V.
	 	Owner
	 	 	0.0300	 
	 

	 	 	 	Sonora Terminal and Pipeline, S. de R.L. de C.V.
	 	Owner
	 	 	99.9700	 
	Sonora Terminal and Pipeline, S. de R.L. de C.V.

	 	Mexico
	 	Sonora Pacific Mexico S. de R.L. de C.V.
	 	Unaffiliated Parties
	 	 	50.0000	 
	 

	 	 	 	Grupo El Paso, S. de R.L. de C.V.
	 	Owner
	 	 	50.0000	 
	Southeast Storage Development Company, L.L.C.

	 	Delaware
	 	Southern Natural Gas Company
	 	Member
	 	 	100.0000	 
	Southern Gas Storage Company

	 	Delaware
	 	Southern Natural Gas Company
	 	Stockholder
	 	 	100.0000	 
	Southern Gulf LNG Company, L.L.C.

	 	Delaware
	 	El Paso Corporation
	 	Member
	 	 	100.0000	 
	Southern LNG Inc.

	 	Delaware
	 	Southern Natural Gas Company
	 	Stockholder
	 	 	100.0000	 
	Southern Natural Gas Company

	 	Delaware
	 	El Paso Corporation
	 	Stockholder
	 	 	100.0000	 
	Starr County Gathering System

	 	Texas
	 	EEX Natural Gas Company
	 	Unaffiliated Parties
	 	 	1.0000	 
	 

	 	 	 	El Paso CGP Gas Transmission Company
	 	General Partner
	 	 	30.0000	 
	 

	 	 	 	EEX Pipeline Company, L.P.
	 	Unaffiliated Parties
	 	 	69.0000	 
	Starr-Zapata Pipe Line

	 	Texas
	 	EEX Natural Gas Company
	 	Unaffiliated Parties
	 	 	1.0000	 
	 

	 	 	 	EEX Pipeline Company, L.P.
	 	Unaffiliated Parties
	 	 	49.0000	 
	 

	 	 	 	El Paso CGP Gas Transmission Company
	 	General Partner
	 	 	50.0000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 21








 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	Subic Bay Petroleum Products Ltd.

	 	Cayman Islands
	 	Coastal Stock Company Limited
	 	Owner
	 	 	100.0000	 
	TCN Energia Ltda.

	 	Brazil
	 	El Paso Energia do Brasil Ltda.
	 	Owner
	 	 	0.0500	 
	 

	 	 	 	EPED B Company
	 	Owner
	 	 	99.9500	 
	TDF, S. de R.L. de C.V.

	 	Mexico
	 	Gasoductos Servicios, S. de R.L. de C.V.
	 	Owner
	 	 	0.0001	 
	 

	 	 	 	Transportadora del Norte SH, S. de R.L. de C.V.
	 	Owner
	 	 	99.9999	 
	Tennessee Gas Pipeline Company

	 	Delaware
	 	El Paso TGPC Investments, L.L.C.
	 	Stockholder
	 	 	100.0000	 
	Tennessee Storage Company

	 	Delaware
	 	Tennessee Gas Pipeline Company
	 	Stockholder
	 	 	100.0000	 
	Terminal GNL de Sonora, S. de R.L. de C.V.

	 	Mexico
	 	Sonora Terminal and Pipeline, S. de R.L. de C.V.
	 	Owner
	 	 	0.0300	 
	 

	 	 	 	Sonora LNG Terminal Holding, S. de R.L. de C.V.
	 	Owner
	 	 	99.9700	 
	Termo Norte Energia Ltda.

	 	Brazil
	 	CS Participacoes Ltda.
	 	Unaffiliated Parties
	 	 	0.0001	 
	 

	 	 	 	El Paso Energia do Brasil Ltda.
	 	Owner
	 	 	0.0001	 
	 

	 	 	 	Rondonia Power Company
	 	Owner
	 	 	99.9998	 
	Termo O&M Energia Ltda.

	 	Brazil
	 	El Paso O&M do Brasil Ltda.
	 	Owner
	 	 	50.0000	 
	 

	 	 	 	Termogas S/A
	 	Unaffiliated Parties
	 	 	50.0000	 
	TGP Finance Company, L.L.C.

	 	Delaware
	 	Tennessee Gas Pipeline Company
	 	Member
	 	 	100.0000	 
	TGP Funding Company, L.L.C.

	 	Delaware
	 	TGP Finance Company, L.L.C.
	 	Member
	 	 	100.0000	 
	Tipitapa Power Company Ltd.

	 	Cayman Islands
	 	Coastal Power Nicaragua Holding Company Ltd.
	 	Owner
	 	 	1.0000	 
	 

	 	 	 	Unaffiliated Parties
	 	Unaffiliated Parties
	 	 	40.0000	 
	 

	 	 	 	Coastal Power Nicaragua Ltd.
	 	Owner
	 	 	59.0000	 
	TNG Participacoes Ltda.

	 	Brazil
	 	Dutonorte Investimentos Ltda
	 	Owner
	 	 	50.0000	 
	 

	 	 	 	Petrobras Gas S.A.
	 	Unaffiliated Parties
	 	 	50.0000	 
	Topaz Power Ventures, L.L.C.

	 	Delaware
	 	EPED Holding Company
	 	Member
	 	 	100.0000	 
	Transport USA, Inc.

	 	Pennsylvania
	 	ANR Advance Holdings, Inc.
	 	Stockholder
	 	 	100.0000	 
	Transportadora Brasiliera Gasoduto Bolivia-Brazil S.A.

	 	Brazil
	 	Shell
	 	Unaffiliated Parties
	 	 	4.0000	 
	 

	 	 	 	Enron
	 	Unaffiliated Parties
	 	 	4.0000	 
	 

	 	 	 	Transporte de Hidrocarburos
	 	Unaffiliated Parties
	 	 	12.0000	 
	 

	 	 	 	BBPP Holdings Ltda.
	 	Owner
	 	 	29.0000	 
	 

	 	 	 	Petrobras affiliate
	 	Unaffiliated Parties
	 	 	51.0000	 





Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 22









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	Transportadora del Norte SH, S. de R.L. de C.V.

	 	Mexico
	 	Gasoductos Servicios, S. de R.L. de C.V.
	 	Owner
	 	 	0.0001	 
	 

	 	 	 	Gasoductos de Chihuahua, S. de R.L. de C.V.
	 	Owner
	 	 	99.9999	 
	Triunion Energy Company

	 	Cayman Islands
	 	EPED B Company
	 	Owner
	 	 	23.2000	 
	 

	 	 	 	Agua del Cajon (Cayman) Company
	 	Owner
	 	 	38.4000	 
	 

	 	 	 	Interenergy Company
	 	Owner
	 	 	38.4000	 
	Triunion Energy Inversiones (Chile) Limitada

	 	Chile
	 	Triunion Energy Company
	 	Owner
	 	 	0.4200	 
	 

	 	 	 	Triunion Energy Pacifico Company
	 	Owner
	 	 	99.5800	 
	Triunion Energy Inversiones Company

	 	Cayman Islands
	 	Triunion Energy Company
	 	Owner
	 	 	100.0000	 
	Triunion Energy Inversiones Pacifico (Chile) Limitada

	 	Chile
	 	Triunion Energy Pacifico Company
	 	Owner
	 	 	0.2200	 
	 

	 	 	 	Triunion Energy Inversiones (Chile) Limitada
	 	Owner
	 	 	99.7800	 
	Triunion Energy Pacifico Company

	 	Cayman Islands
	 	Triunion Energy Inversiones Company
	 	Owner
	 	 	100.0000	 
	United Summit Coastal Oil Ltd.

	 	Bangladesh
	 	Summit Industrial & Mercantile Corporation
(Pvt) Ltd.
	 	Unaffiliated Parties
	 	 	25.0000	 
	 

	 	 	 	United Enterprises & Company Ltd.
	 	Unaffiliated Parties
	 	 	25.0000	 
	 

	 	 	 	Coastal Petroleum N.V.
	 	Owner
	 	 	50.0000	 
	UnoPaso Exploracao e Producao de Petroleo e Gas Ltda.

	 	Brazil
	 	Potiguar 4B LLC
	 	Owner
	 	 	0.0001	 
	 

	 	 	 	El Paso Oleo e Gas do Brasil Ltda.
	 	Owner
	 	 	0.0001	 
	 

	 	 	 	Potiguar II, L.L.C.
	 	Owner
	 	 	99.9998	 
	Vermilion Bay Land, L.L.C.

	 	Delaware
	 	Crystal Gas Storage, Inc.
	 	Member
	 	 	100.0000	 
	Western Fuel Oil Company

	 	California
	 	Pacific Refining Company
	 	Stockholder
	 	 	100.0000	 
	WIC Holdings, Inc.

	 	Delaware
	 	Colorado Interstate Gas Company
	 	Stockholder
	 	 	100.0000	 
	WYCO Development LLC

	 	Colorado
	 	Xcel Energy WYCO Inc.
	 	Unaffiliated Parties
	 	 	50.0000	 
	 

	 	 	 	WIC Holdings, Inc.
	 	Member
	 	 	50.0000	 
	WYCO Holding Company, L.L.C.

	 	Delaware
	 	Colorado Interstate Gas Company
	 	Member
	 	 	100.0000	 
	Wyoming Interstate Company, Ltd.

	 	Colorado
	 	El Paso Wyoming Gas Supply Company
	 	Limited Partner
	 	 	50.0000	 
	 

	 	 	 	WIC Holdings, Inc.
	 	General Partner
	 	 	50.0000	 
	Young Gas Storage Company, Ltd.

	 	Colorado
	 	The City of Colorado Springs
	 	Unaffiliated Parties — LP Owner
	 	 	5.0000	 
	 

	 	 	 	CIG Gas Storage Company
	 	General Partner
	 	 	47.5000	 
	 

	 	 	 	Xcel Energy Markets Holdings Inc.
	 	Unaffiliated Parties
	 	 	47.5000	 
	Zipline, L.L.C.

	 	Delaware
	 	Genesis Park GP Company, L.L.C.
	 	Unaffiliated Parties
	 	 	50.0000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 23









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Place of	 	 	 	 	 	%
	Entity Name	 	Incorporation	 	Owner	 	Relationship	 	Ownership
	 

	 	 	 	El Paso Global Networks Company
	 	Member
	 	 	50.0000	 






Third Amended and Restated Credit Agreement




Schedule 4.16 — Page 24








 








SCHEDULE 6.08




EXISTING RESTRICTIVE AGREEMENTS





	1.	 	EL PASO NATURAL GAS COMPANY






	 	(a)	 	Indenture dated as of January 1, 1992, between El Paso Natural Gas Company and
Citibank, N.A. (subsequently replaced by Wilmington Trust Company).






	 	(i)	 	Prospectus Supplement dated as of January 9, 1992, to
Prospectus dated
January 9, 1992 ($260 Million 8.625% Debentures due 1/15/22).






	 	(b)	 	Indenture dated as of November 13, 1996 between El Paso Natural Gas Company and
The Chase Manhattan Bank (by merger now JPMorgan Chase Bank and subsequently replaced
by Wilmington Trust Company).






	 	(i)	 	Prospectus Supplement dated as of November 7, 1996 to
Prospectus dated
November 5, 1996 ($200 Million 7.5% Debentures due 11/15/26).
	 
	 	(ii)	 	First Supplemental Indenture dated as of June 10, 2002 ($300
Million 8.375% Notes due 6/15/32).
	 
	 	(iii)	 	Second Supplemental Indenture dated as of April 4, 2007 ($355
Million 5.95% Notes due 4/15/17).






	 	(c)	 	Indenture dated as of July 21, 2003, between El Paso Natural Gas Company and
Wilmington Trust Company ($355,000,000 7.625% Notes due 2010).






	2.	 	EL PASO TENNESSEE PIPELINE CO.






	 	(a)	 	Indenture, dated as of March 15, 1988, between Tenneco, Inc. (now El Paso
Tennessee Pipeline Co.) and The Chase Manhattan Bank (now by merger JPMorgan Chase Bank
and subsequently replaced by Wilmington Trust Company).






	 	(i)	 	Second Supplemental Indenture dated as of March 30, 1988 ($250
Million 10% Debentures due 3/15/08, outstanding balance $26.4 Million).
	 
	 	(ii)	 	Tenth Supplemental Indenture dated as of November 15, 1992
($150 Million 9% Debentures due 11/15/12, outstanding principal $1.1 Million).
	 
	 	(iii)	 	Twelfth Supplemental Indenture dated as of December 15, 1995
($300 Million 7.25% Debentures due 12/15/25, outstanding principal $23.2).
	 
	 	(iv)	 	Thirteenth Supplemental Indenture dated as of December 10, 1996
(various amendments).





Third Amended and Restated Credit Agreement




Schedule 6.08 — Page 1










 









	3.	 	TENNESSEE GAS PIPELINE COMPANY






	 	(a)	 	Indenture, dated as of December 15, 1981, between Tenneco Inc. (now Tennessee
Gas Pipeline Company (“TGPC”)) and The Chase Manhattan Bank (by merger now JPMorgan
Chase Bank and subsequently replaced by Wilmington Trust Company) ($400 Million 6%
Debentures due 12/15/11, current balance $85.8 Million).






	 	(i)	 	First Supplemental Indenture dated as of December 10, 1996
(various amendments, mainly name change to TGPC).
	 
	 	(ii)	 	Second Supplemental Indenture dated as of December 10, 1996
(various amendments).






	 	(b)	 	Indenture, dated as of March 4, 1997, between Tennessee Gas Pipeline Company
and The Chase Manhattan Bank (now by merger JPMorgan Chase Bank and subsequently
replaced by Wilmington Trust Company).






	 	(i)	 	First Supplemental Indenture dated as of March 13, 1997 ($300
Million 7.5% Debentures due 4/1/17).
	 
	 	(ii)	 	Second Supplemental Indenture dated as of March 13, 1997 ($300
Million 7% Debentures due 3/15/27, put date 3/15/07, redeemable after 3/15/07).
	 
	 	(iii)	 	Third Supplemental Indenture dated as of March 13, 1997 ($300
Million 7.625% Debentures due 10/15/37).
	 
	 	(iv)	 	Fourth Supplemental Indenture dated as of October 9, 1998 ($400
Million 7% Debentures due 10/15/28).
	 
	 	(v)	 	Fifth Supplemental Indenture dated as of June 10, 2002 ($240
Million 8.375% Notes due 6/15/32)





Third Amended and Restated Credit Agreement




Schedule 6.08 — Page 2











 








SCHEDULE 10.16(a)




RELEASED SUBSIDIARIES



El Paso CNG Company, L.L.C.



El Paso Noric Investments III, L.L.C.



EPPP CIG GP Holdings, L.L.C.



Colorado Interstate Gas Company







 









 








EXHIBIT A




FORM OF




ASSIGNMENT AND ASSUMPTION



     Reference is made to the Third Amended and Restated Credit Agreement dated as of November 16,
2007 (as amended and in effect on the date hereof, the “Credit Agreement”), among EL PASO
CORPORATION, a Delaware corporation (the “Company”), EL PASO NATURAL GAS COMPANY, a Delaware
corporation, TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation, the several banks and other
financial institutions from time to time parties thereto (the “Lenders”), and JPMORGAN CHASE BANK,
N.A., as administrative agent (the “Administrative Agent”) and as collateral agent.



     The Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the
Assignee named on the reverse hereof, and the Assignee hereby purchases and assumes, without
recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof,
the interests set forth on the reverse hereof (the “Assigned Interest”) in the Assignor’s rights
and obligations under the Credit Agreement, including the interests set forth on the reverse hereof
in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are
outstanding on the Assignment Date, in the case of a Revolving Commitment or Revolving Loan
together with the participations in Letters of Credit and LC Disbursements held by the Assignor on
the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date.
The Assignee hereby acknowledges receipt of a copy of the Credit Agreement and the Security
Agreement (as defined in the Credit Agreement). From and after the Assignment Date (i) the
Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the
extent of the Assigned Interest, have the rights and obligations of a Lender thereunder, (ii) the
Assignee acknowledges that, upon becoming a Lender under the Credit Agreement, it is subject to,
and hereby agrees to be bound by, the terms and provisions of the Credit Agreement, and (iii) the
Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from
its obligations under the Credit Agreement, except that the Assignor shall continue to be entitled
to the benefits of Sections 2.13, 2.14, 2.15 and 10.03.



     This Assignment and Assumption is being delivered to the Administrative Agent together with
(i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee
pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee.
The Assignor represents and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, and (ii) the Assigned Interest is free and clear of any lien, encumbrance or other
adverse claim. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent
pursuant to Section 10.04(b) of the Credit Agreement.



Exhibit A – Page 4

Third Amended and Restated Credit Agreement





 









 








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


Date of Assignment:



Legal Name of Assignor:



Legal Name of Assignee:



Assignee’s Address for Notices:




Effective Date of Assignment

(“Assignment Date”):




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Percentage Assigned of
	Facility	 	Principal Amount Assigned	 	Facility/Commitment1
	Revolving Commitment Assigned:
	 	 	$	 	 	 	 	 	 	%
	Revolving Loans Assigned:
	 	 	$	 	 	 	 	 	 	%






     The Assignee agrees to deliver to the Administrative Agent a completed Administrative
Questionnaire in which the Assignee designates one or more Credit Contacts to whom all
syndicate-level information (which may contain material non-public information about the Borrowers,
the Credit Parties and their Related Parties or their respective securities) will be made available
and who may receive such information in accordance with the Assignee’s compliance procedures and
applicable laws, including Federal and state securities laws.



     The terms set forth above and on the reverse side hereof are hereby agreed to:



	 	 	 	 	 	 	 
	 	 	[Name of Assignor], as Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[Name of Assignee], as Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 








 




			
	1	 	Set forth, to at least 8 decimals, as a
percentage of the applicable Facility and the aggregate Commitments of all
Lenders thereunder.




Third Amended and Restated Credit Agreement




Exhibit A – Page 5











 








	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






Third Amended and Restated Credit Agreement




Exhibit A – Page 6










 








     The undersigned hereby consent to the within assignment:2



	 	 	 	 	 	 	 	 	 	 	 	 	 
	EL PASO CORPORATION	 	 	 	 	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 	 	 	 	
	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,

as an Issuing Bank	 	 	 	 	 	CITIBANK, N.A.,

as an Issuing Bank	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 	 	 	 	 
	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 





[Other Issuing Banks]






 




			
	2	 	If required.





Third Amended and Restated Credit Agreement




Exhibit A – Page 7












 








EXHIBIT B




FORM OF




BORROWING REQUEST



JPMorgan Chase Bank, N.A.,

   as Administrative Agent for the Lenders

   parties to the Credit Agreement referred to below

   Technology, Shared Tech & Operation Commercial Loans

   L&A Project Texas

1111 Fannin, Floor 10

Houston, TX 77002

Attention:    Ina S. Tjahjono




     Ladies and Gentlemen:



     The undersigned, EL PASO CORPORATION, refers to the Third Amended and Restated Credit
Agreement, dated as of November 16, 2007 (the “Credit Agreement”, the terms defined therein being
used herein as therein defined), among the undersigned, El Paso Natural Gas Company, Tennessee Gas
Pipeline Company, certain Lenders parties thereto, and JPMorgan Chase Bank, N.A., as administrative
agent and as collateral agent, and hereby gives you notice, irrevocably, pursuant to Section 2.03
of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to such Borrowing (the
“Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement:




          (i) The Borrower for the Proposed Borrowing is                     .




          (ii) The Business Day of the Proposed Borrowing is                     , 200_.




          (iii) The Proposed Borrowing is a [ABR Borrowing] [Eurodollar Borrowing].




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




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




          (vi) The account to which the funds of the Proposed Borrowing are to be disbursed is                     .




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



     (A) The representations and warranties of each Borrower and each other Credit Party set forth
in this Agreement and the other Loan Documents shall be true and correct in all material respects




Third Amended and Restated Credit Agreement




Exhibit B – Page 1










 




on and as of the date of the Proposed Borrowing, unless stated to be made on or as of, or to
relate to, a specific date or period other than the date of the Proposed Borrowing; and




     (B) at the time of and immediately after giving effect to the Proposed Borrowing (and if any
proceeds thereof are being applied substantially contemporaneously to satisfy any other obligation,
to such application), no Default shall have occurred and be continuing.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	EL PASO CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 





Third Amended and Restated Credit Agreement




Exhibit B – Page 2











 





EXHIBIT C




FORM OF




NOTE



			
	 	 	 
	$                    
	 	New York, New York
	 
	 	                    , 200_






     FOR VALUE RECEIVED, the undersigned, [Name of Borrower], a Delaware corporation (the
“Borrower”) hereby unconditionally promises to pay to the order of                      (the “Lender”) at the
office of JPMorgan Chase Bank, N.A., located at 270 Park Avenue, New York, New York 10017, in
lawful money of the United States of America and in immediately available funds, the principal
amount of the lesser of (a)                      ($                    ), and (b) the aggregate unpaid principal amount of
all Loans made by the Lender to the undersigned pursuant to Section 2.02 of the Credit Agreement
(as defined below), on the Maturity Date (as defined in the Credit Agreement) and on such other
dates and in such other amounts set forth in the Credit Agreement.



     The undersigned further agrees to pay interest in like money at such office on the unpaid
principal amount hereof from time to time from the date hereof at the applicable rate per annum set
forth in Section 2.11 of the Credit Agreement until any such amount shall become due and payable
(whether at the stated maturity, by acceleration or otherwise), and thereafter on such overdue
amount at the rate per annum set forth in paragraph (c) of Section 2.11 of the Credit Agreement
until paid in full (both before and after judgment). Interest shall be payable in arrears on each
Interest Payment Date commencing on the first such date to occur after the date hereof, provided
that interest accruing pursuant to paragraph (c) of Section 2.11 of the Credit Agreement shall be
payable on demand. In no event shall the interest payable hereon, whether before or after
maturity, exceed the maximum interest which, under applicable law, may be charged on this Note, and
this Note is expressly made subject to the provisions of the Credit Agreement which more fully set
out the limitations on how interest accrues hereon.



     The holder of this Note is authorized to record the date, type and amount of each Loan made by
the Lender pursuant to Section 2.02 of the Credit Agreement, each continuation thereof, each
conversion of all or a portion thereof to another type, the date and amount of each payment or
prepayment of principal with respect thereto, and, in the case of Eurodollar Loans, the length of
each Interest Period with respect thereto, on the schedules annexed hereto and made a part hereof,
or on a continuation thereof which shall be attached hereto and made a part hereof, which
recordation shall constitute prima facie evidence of the accuracy of the information recorded in
the absence of manifest error; provided that failure by the Lender to make any such recordation on
this Note shall not affect the obligations of the Borrower under this Note or the Credit Agreement.



     This Note is one of the Notes referred to in the Third Amended and Restated Credit Agreement,
dated as of November 16, 2007 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among the Borrower, [the Company], [EPNGC] and [TGPC], the Lender, the
other financial institutions parties thereto, and JPMorgan Chase Bank, N.A., as administrative
agent and as collateral agent, is entitled to the benefits thereof, is



Third Amended and Restated Credit Agreement




Exhibit C – Page 1










 




secured as provided therein
and in the Security Documents and is subject to optional and
mandatory prepayment in whole or in part as provided therein. Terms used herein which are
defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or
unless the context otherwise requires.




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



     This Note and the other Notes are given in replacement and substitution for, but not payment
or satisfaction of, certain revolving credit notes previously issued under the Credit Agreement.
The indebtedness evidenced by such other revolving credit notes is continued in full force and
effect hereunder.



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



     This Note evidences existing indebtedness under the Credit Agreement and does not constitute
payment of such indebtedness, and such indebtedness continues in full force and effect, as amended
and restated in the Credit Agreement.



	 	 	 	 	 	 	 
	 	 	[Name of Borrower]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Third Amended and Restated Credit Agreement




Exhibit C – Page 2










 








SCHEDULE A

to Note




EURODOLLAR LOANS AND CONVERSIONS AND PAYMENTS WITH RESPECT TO EURODOLLAR LOANS




	 	 	 	 	 	 	 	 	 
	 	 	Amount of Eurodollar Loans	 	Amount of Eurodollar Loans	 	 	 	 
	 	 	Made or Converted from	 	Paid or Converted into	 	Unpaid Principal Balance of	 	 
	Date	 	Alternate Base Rate Loans	 	Alternate Base Rate Loans	 	Eurodollar Rate Loans	 	Notation Made By
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





Third Amended and Restated Credit Agreement




Exhibit C - Schedule A – Page 1












 








SCHEDULE B

to Note




ALTERNATE BASE RATE LOANS AND CONVERSIONS AND PAYMENTS

WITH RESPECT TO ALTERNATE BASE RATE LOANS




	 	 	 	 	 	 	 	 	 
	 	 	Amount of Alternate Base Rate	 	Amount of Alternate Base Rate	 	 	 	 
	 	 	Loans Made or Converted from	 	Loans Paid or Converted into	 	Unpaid Principal Balance of	 	 
	Date	 	Eurodollar Loans	 	Eurodollar Loans	 	Alternate Base Rate Loans	 	Notation Made By
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




Third Amended and Restated Credit Agreement




Exhibit C - Schedule B – Page 1











 








EXHIBIT D




FORM OF




THIRD AMENDED AND RESTATED

SECURITY AGREEMENT




 











 





EXECUTION VERSION




 





THIRD AMENDED AND RESTATED SECURITY AGREEMENT



dated as of November ___, 2007



among



EL PASO CORPORATION,



THE PERSONS REFERRED TO HEREIN AS

PIPELINE COMPANY BORROWERS,



THE PERSONS REFERRED TO HEREIN AS SUBSIDIARY GRANTORS



and



JPMORGAN CHASE BANK, N.A.,

as Collateral Agent and Depository Bank



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1

Definitions And Interpretation

	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	2	 
	Section 1.02. Principles of Interpretation
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 2 .

[Reserved]

	 
	 	 	 	 
	ARTICLE 3

Representations And Warranties

	 
	 	 	 	 
	Section 3.01. Representations And Warranties of The Credit Parties
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 4

Pledged Accounts

	 
	 	 	 	 
	Section 4.01. Creation of Pledged Accounts
	 	 	10	 
	Section 4.02. Cash Collateral Account
	 	 	12	 
	Section 4.03. Qualified Investments Account
	 	 	13	 
	Section 4.04. Payments In Trust
	 	 	15	 
	Section 4.05. Investment of Funds In Pledged Accounts
	 	 	16	 
	Section 4.06. Transfers From Accounts During The Continuance
of An Event of Default
	 	 	17	 
	Section 4.07. Reports, Certification And Instructions
	 	 	17	 
	Section 4.08. Depository Bank Undertakings
	 	 	18	 
	Section 4.09. Force Majeure
	 	 	21	 
	Section 4.10. Clearing Agency
	 	 	21	 
	Section 4.11. Return of Funds to the Company
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 5

Security Interests

	 
	 	 	 	 
	Section 5.01. Grant of Security Interests
	 	 	21	 
	Section 5.02. Security For Obligations
	 	 	24	 
	Section 5.03. Delivery And Control of Collateral
	 	 	25	 
	Section 5.04. Further Assurances; Etc
	 	 	25	 
	Section 5.05. Grantors Remain Liable
	 	 	26	 
	Section 5.06. Additional Equity Interests
	 	 	27	 






i









 






	 	 	 	 	 
	 	 	Page
	Section 5.07. Release of Collateral
	 	 	27	 
	Section 5.08. Voting Rights, Dividends, Payments, Etc
	 	 	28	 
	Section 5.09. The Collateral Agent Appointed Attorney-in-fact
	 	 	31	 
	Section 5.10. Netting of Accounts
	 	 	32	 
	 
	 	 	 	 
	ARTICLE 6

Remedies And Enforcement`

	 
	 	 	 	 
	Section 6.01. Remedies And Enforcement
	 	 	32	 
	Section 6.02. Application of Proceeds
	 	 	34	 
	Section 6.03. Other Remedies of Secured Parties
	 	 	35	 
	 
	 	 	 	 
	ARTICLE 7

Depository Bank

	Section 7.01. Depository Bank
	 	 	35	 
	 
	 	 	 	 
	ARTICLE 8

[Reserved]

	 
	 	 	 	 
	ARTICLE 9

Miscellaneous

	 
	 	 	 	 
	Section 9.01. Indemnity And Expenses
	 	 	36	 
	Section 9.02. Amendments; Waivers, Etc
	 	 	37	 
	Section 9.03. Security Interest Absolute And Waivers
	 	 	37	 
	Section 9.04. Notices; Etc
	 	 	39	 
	Section 9.05. Continuing Security Interest; Assignments
	 	 	40	 
	Section 9.06. [Reserved]
	 	 	41	 
	Section 9.07. Execution In Counterparts
	 	 	41	 
	Section 9.08. Severability
	 	 	41	 
	Section 9.09. Integration
	 	 	41	 
	Section 9.10. No Partnership
	 	 	41	 
	Section 9.11. No Reliance
	 	 	41	 
	Section 9.12. Release
	 	 	41	 
	Section 9.13. No Impairment
	 	 	41	 
	Section 9.14. Equitable Remedies
	 	 	41	 
	Section 9.15. Remedies
	 	 	42	 
	Section 9.16. Limitations
	 	 	42	 
	Section 9.17. Survival
	 	 	43	 
	Section 9.18. [Reserved]
	 	 	43	 
	Section 9.19. Jurisdiction, Etc
	 	 	43	 
	Section 9.20. GOVERNING LAW
	 	 	44	 
	Section 9.21. Waiver of Jury Trial
	 	 	44	 






ii









 






SCHEDULES




	 
	Schedule I    Subsidiary Grantors

	Schedule II    Initial Pledged Equity

	Schedule III    Name, Location, Chief Executive Office, Type of Organization, Jurisdiction of
Organization and Organizational Identification Number

	Schedule IV    Changes in Name, Location, Etc.

	Schedule V    Secured Hedging Agreements

	Schedule VI    Material Agreements of El Paso Corporation







EXHIBITS



Exhibit A    Form of Officer’s Certificate for Qualified Investments






iii









 








THIRD AMENDED AND RESTATED SECURITY AGREEMENT




     THIRD AMENDED AND RESTATED SECURITY AGREEMENT, dated as of November ___, 2007, made by and
among:



     EL PASO CORPORATION, a Delaware corporation (the “Company”);



     EL PASO NATURAL GAS COMPANY, a Delaware corporation (“EPNGC”), TENNESSEE GAS PIPELINE COMPANY,
a Delaware corporation (“TGPC”) (EPNGC and TGPC, collectively, the “Pipeline Company Borrowers”
and, together with the Company, the “Borrowers”);



     Each of the Persons listed on Schedule I hereto as a Subsidiary Grantor (collectively, the
“Subsidiary Grantors” and, together with the Company, the “Grantors”) (the Borrowers and the
Subsidiary Grantors are sometimes referred to herein, collectively, as the “Credit Parties”; and
the Credit Parties, together with the other Restricted Subsidiaries, are sometimes referred to
herein, collectively, as the “Credit Related Parties”);



     JPMorgan Chase Bank, N.A. (“JPMCB”), not in its individual capacity but solely as collateral
agent for the Secured Parties (solely in such capacity, the “Collateral Agent”); and



     JPMCB, not in its individual capacity but solely in its capacity as the Depository Bank
(solely in such capacity, the “Depository Bank”).



PRELIMINARY STATEMENTS




     (1) Certain of the parties hereto are party to a Third Amended and Restated Credit Agreement
dated as of the date hereof (the “Credit Agreement”) pursuant to which the Lenders have agreed to
make Loans to the Borrowers and participate in Letters of Credit, the Issuing Banks have agreed to
issue Letters of Credit for the account of the Borrowers, and the Administrative Agent and the
Collateral Agent have agreed to serve in such capacities.



     (2) The Credit Parties, the Depository Bank, the Collateral Agent (on behalf of the Lenders,
the Issuing Banks, the Agents and the other Secured Parties) and certain other parties have
heretofore entered into that certain Amended and Restated Security Agreement dated as of July 31,
2006 (the “Existing Security Agreement”) with respect to their respective rights in respect of the
Collateral and certain other matters related to the Financing Documents.



     NOW, THEREFORE, to secure the Secured Obligations, and in consideration of the premises and to
induce each of the Lenders, the Issuing Banks and the Agents to enter into the Credit Agreement and
for good and valuable consideration, the receipt and sufficiency of which are hereby



 









 




acknowledged, each of the Credit Parties and the Collateral Agent (on behalf of the Lenders,
the Issuing Banks, the Agents and the other Secured Parties) agrees that the Existing Security
Agreement shall be amended and restated in its entirety as follows:




ARTICLE 1

Definitions And Interpretation




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



     (a) As used in this Agreement, the following terms have the meanings specified below:



     “Account Collateral” has the meaning set forth in Section 5.01(d).



     “Agreement” means this Security Agreement.



     “Applicable Law” means, with respect to any Person, any and all laws, statutes, regulations,
rules, orders, injunctions, decrees, writs, determinations, awards and judgments issued by any
Governmental Authority applicable to such Person.



     “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978, as amended from time to
time (11 U.S.C. §101, et seq.).



     “Borrowers” has the meaning set forth in the Preamble.



     “Cash Collateral Account” has the meaning set forth in Section 4.01(a)(ii).



     “Clearing Agency” has the meaning set forth in Section 4.10.



     “Collateral” means the Account Collateral, the Security Collateral, the Payment Collateral and
all other property or assets with respect to which a Security Document executed by a Grantor
creates or grants, or states that it creates or grants, a Transaction Lien.



     “Collateral Account” has the meaning set forth in Section 4.01(a)(i).



     “Collateral Agent” has the meaning set forth in the Preamble.



     “Company” has the meaning set forth in the Preamble.



2









 





     “Company Payment Collateral” has the meaning set forth in Section 5.01(c).



     “Credit Agreement” has the meaning set forth in the Preamble.



     “Credit Parties” has the meaning set forth in the Preamble.



     “Credit Related Parties” has the meaning set forth in the Preamble.



     “Depository Bank” has the meaning set forth in the Preamble.



     “Enforcement Action” means the taking of any or all of the following actions:




     (a) applying funds in the Pledged Accounts (including by charging or exercising any
contractual or legal setoff rights) to the payment of the Secured Obligations;




     (b) making any demand for, or receiving any, payment under the Subsidiary Guarantee
Agreement;




     (c) taking any Foreclosure Action or exercising any other power of sale or similar
other rights or remedies under any of the Security Documents;




     (d) proceeding to protect and enforce the rights of the Secured Parties under this
Agreement or any other Security Document by sale of the Collateral pursuant to judicial
proceedings or by a proceeding in equity or at law or otherwise, whether for the
enforcement of any Transaction Lien or for the enforcement of any other legal, equitable
or other remedy available under this Agreement, any other Security Document or Applicable
Law;




     (e) exercising any of the rights and remedies of a secured party with respect to the
Collateral upon default under the Uniform Commercial Code as in effect in any applicable
jurisdiction; and




     (f) exercising any other right or remedy provided in this Agreement or otherwise
available to the Collateral Agent, to the extent permitted by Applicable Law.



     “Enforcement Proceeds” means any cash, securities or other consideration received from time to
time by the Collateral Agent as a result of the taking of any Enforcement Action in accordance with
the Security Documents and Applicable Law, including, without limitation (a) any balances then
outstanding in the Pledged Accounts or received therein from time to time



3









 




thereafter, including any Net Cash Proceeds then held in any Pledged Account, (b) the proceeds
of any Disposition or other Enforcement Action taken pursuant to Article 6, and (c) proceeds of any
Foreclosure Action or judicial or other non-judicial proceeding.




     “EPNGC” has the meaning set forth in the Preamble.



     “Excluded Payment Property” means any property of a Grantor of the type described in (and not
excluded from) Section 5.01(b)(i) through (iv), to the extent that the grant of a security interest
therein or a Lien thereon would result in (i) a breach of or a default under a provision which is
not rendered ineffective by the UCC contained in any agreement in existence on the Effective Date
to which the Company or any Subsidiary of the Company is a party (other than (x) an agreement
listed on Schedule VI hereto or (y) an agreement that can be amended solely by the Company and/or
one or more of its Subsidiaries), or (ii) a mandatory prepayment obligation under any such
agreement, or allow any party to any such agreement (other than the Company or any Subsidiary of
the Company) to accelerate obligations due thereunder, terminate any material contract right
thereunder or exercise any put or call right, right of refusal, purchase option or similar right
thereunder.



     “Excluded Subsidiary Grantor Assets” has the meaning set forth in Section 5.01(b).



     “Federal Book Entry Regulations” means (a) the federal regulations contained in Subpart B
(“Treasury/Reserve Automated Debt Entry System (TRADES)”) governing book-entry securities
consisting of U.S. Treasury bonds, notes and bills and Subpart D of 31 C.F.R. Part 357, 31 C.F.R.
§ 357.2, § 357.10 through § 357.14 and § 357.41 through § 357.44 and (b) to the extent
substantially identical to the federal regulations referred to in clause (a) above (as in effect
from time to time), the federal regulations governing other book-entry securities.



     “Financing Documents” means the Loan Documents and the Secured Hedging Agreements.



     “Foreclosure Action” means the sale, transfer or other Disposition by the Collateral Agent of
all or any part of the Collateral at any public or private sale at such place and at such time as
the Collateral Agent shall determine and in compliance with Applicable Law.



     “Grantors” has the meaning set forth in the Preamble.



     “Indemnified Party” has the meaning set forth in Error! Reference source not found..



4









 





     “Initial Pledged Equity” means, with respect to any Grantor, the Equity Interests set forth
opposite such Grantor’s name on and as otherwise described in Schedule II and issued by the Persons
named therein.



     “Insolvency Proceeding” means, with respect to any Person, that (a) such Person shall (i)
admit in writing its inability to pay its debts generally, or shall fail to pay its debts generally
as they become due; or (ii) make a general assignment for the benefit of creditors; or (b) any
proceeding shall be instituted or consented to by such Person seeking to adjudicate it a bankrupt
or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or
the appointment of a receiver, trustee, or other similar official for it or for any substantial
part of its property; or (c) any such proceeding shall have been instituted against such Person and
either such proceeding shall not be stayed or dismissed for 60 consecutive days or any of the
actions referred to above sought in such proceeding (including the entry of an order for relief
against it or the appointment of a receiver, trustee, custodian or other similar official for it or
any substantial part of its property) shall occur; or (d) such Person shall take any corporate (or
other Business Entity) action to authorize any of the actions set forth above in this definition.



     “JPMCB” has the meaning set forth in the Preamble.



     “Officer’s Certificate” means, with respect to any Person, a certificate substantially in the
form of Exhibit A hereto, signed by the president, any vice-president, the treasurer or the chief
financial officer of such Person.



     “Payment Collateral” has the meaning set forth in Section 5.01(c).



     “Pipeline Company Borrowers” has the meaning set forth in the Preamble.



     “Pledged Accounts” has the meaning set forth in Error! Reference source not found..



     “Pledged Company” means any issuer of the Initial Pledged Equity or any successor entity to
any such issuer; provided that, if all of the Equity Interests issued by a Pledged Company and
pledged by a Grantor to the Collateral Agent hereunder are released from the Transaction Liens in
accordance with the terms of this Agreement and the Credit Agreement, then from and after such
release, such issuer shall no longer be a Pledged Company.



     “Pledged Equity” has the meaning set forth in Section 5.01(a)(ii).



5









 





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



     “Pledged Security Entitlement” means all security entitlements with respect to the Pledged
Financial Assets.



     “Qualified Investments Account” has the meaning set forth in Section 4.01(a)(iii).



     “Remaining Reinvestment Amount” has the meaning set forth in Section 4.03(c).



     “Secured Hedging Agreement” means any Hedging Agreement that (i) was entered into by any
Borrower with a Person which was at the time such Hedging Agreement was entered into a Lender or an
Affiliate of a Lender and (ii) either (A) is listed on Schedule V hereto or (B) has been designated
as a Secured Hedging Agreement by the Company in a certificate signed by a Financial Officer
delivered to the Collateral Agent and the Administrative Agent which (I) identifies such Hedging
Agreement, including the name and address of the other party thereto (which must be a Lender or an
Affiliate of a Lender at the time of such designation), the notional amount thereof and the
expiration or termination date thereof, and (II) states that the applicable Borrower’s obligations
thereunder shall from and after the date of delivery of such certificate be Secured Obligations for
purposes hereof and of the other Security Documents.



     “Secured Obligations” means, with respect to each Grantor, the obligations, including all
“Obligations” (as defined in the Credit Agreement) and all “Guaranteed Obligations” (as defined in
the Subsidiary Guarantee Agreement) of such Grantor, under (a) the Credit Agreement and/or the
Subsidiary Guarantee Agreement, as applicable, (b) this Agreement, (c) any other Loan Document to
which such Grantor is a party, (d) any Secured Hedging Agreement to which such Grantor is a party
and (e) any agreement relating to the refinancing of the obligations referred to in the foregoing
clauses (a) through (d), and in the case of each of clauses (a) through (e) including interest
accruing at any post-default rate and Post-Petition Interest.



     “Secured Parties” means, collectively, the Lenders, the Issuing Banks, the Administrative
Agent, the Collateral Agent, each counterparty to a Secured Hedging Agreement and each other Person
that is a holder of any Secured Obligations.



     “Security Collateral” has the meaning set forth in Error! Reference source not found..



6









 





     “Subsidiary Grantor Payment Collateral” has the meaning set forth in Section 5.01(b).



     “Subsidiary Grantors” has the meaning set forth in the Preamble.



     “TGPC” has the meaning set forth in the Preamble.



     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New
York; provided that, if perfection or the effect of perfection or non-perfection or the priority of
any Transaction Liens on any Collateral is governed by the Uniform Commercial Code as in effect in
a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time
to time in such other jurisdiction for purposes of the provisions hereof relating to such
perfection, effect of perfection or non-perfection or priority.



     “Unused Cash Collateral” has the meaning set forth in Section 4.02(c).



     (b) Terms defined in Article 8 or 9 of the UCC and/or in the Federal Book Entry Regulations
are used in this Agreement as such terms are defined in such Article 8 or 9 and/or the Federal Book
Entry Regulations.



     Section 1.02. Principles of Interpretation. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and effect as the word
“shall”. Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such Person’s successors and
assigns, (c) any reference herein to any Applicable Law means such Applicable Law as amended,
modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time,
including rules and regulations promulgated thereunder and reference to any section or other
provision of any Applicable Law means that section or provision of such Applicable Law from time to
time in effect and any amendment, modification, codification, replacement, or reenactment of such
section or other provision, (d) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and



7









 




Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, Equity Interests, accounts and contract rights, and all
references to “days” shall mean calendar days. This Agreement is the result of negotiations among
the parties thereto and their respective counsel. Accordingly, this Agreement shall be deemed the
product of all parties thereto, and no ambiguity in this Agreement shall be construed in favor of
or against any Credit Party or any Secured Party.




ARTICLE 2.

[Reserved]




ARTICLE 3

Representations And Warranties



     Section 3.01. Representations And Warranties of The Credit Parties. Each Credit Party, with
respect to itself and its Subsidiaries, represents and warrants to the Collateral Agent, for the
benefit of the Secured Parties, that:



     (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal
name is correctly set forth in Schedule III, (ii) such Credit Party is located (within the meaning
of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set
forth in Schedule III, (iii) the information set forth in Schedule III with respect to such Credit
Party is true and accurate in all respects and (iv) such Credit Party has not, within the last five
years, changed its legal name, location, chief executive office, type of organization, jurisdiction
of organization or organizational identification number from those set forth in Schedule III,
except as disclosed in Schedule IV.



     (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in
good standing in its jurisdiction of organization or formation. Such Credit Party possesses all
applicable Business Entity powers and all other authorizations and licenses necessary to engage in
its business and operations as now conducted, the failure to obtain or maintain which would have a
Material Adverse Effect.



     (c) The execution, delivery and performance by such Credit Party of the Security Documents to
which it is a party are within such Credit Party’s applicable Business Entity powers, have been
duly authorized by all necessary applicable Business Entity action, and do not contravene • such
Credit Party’s organizational documents or • any material contractual restriction binding on or
affecting such Credit Party.



8









 





     (d) No authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority is required for the due execution, delivery and performance by such Credit
Party of any Security Document to which it is a party, except those necessary to comply • with
Applicable Laws in the ordinary course of such Credit Party’s business or • with ongoing
obligations of such Credit Party under the Security Documents to which it is a party and Sections
5.01, 5.02 and 5.07 of the Credit Agreement.



     (e) This Agreement constitutes, and the other Security Documents when delivered shall
constitute, the legal, valid and binding obligations of each Credit Party that is a party thereto,
enforceable against such Credit Party in accordance with their respective terms, except as may be
limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally or by general principles of equity.



     (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit
Party hereunder consisting of certificated securities has been delivered to the Collateral Agent.



     (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create
in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and
security interest in, all right, title and interest of such Grantor in the Collateral pledged by
such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to
any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited
by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally. All financing statements have been filed that are necessary to
perfect any Transaction Lien that can be perfected by the filing of such financing statements. All
actions required by Section 5.03 to provide control to the Collateral Agent with respect to
Collateral pledged by such Credit Party hereunder for which control can be established have been
taken, including delivery of such Collateral consisting of certificated securities to the
Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of
transfer.



     (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as
Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable)
been duly authorized and validly issued and is (to the extent applicable) fully paid and
non-assessable. With respect to any Equity Interests pledged by such Credit Party to the
Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the
issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent
that such issuer will comply with instructions with respect to such uncertificated securities
originated by the Collateral Agent without further consent of such Credit Party and has delivered a
copy of such authenticated



9









 




record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party
confirms that it has received notice of such security interest.




     (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity as set
forth on Schedule II (as such schedule may be amended or supplemented from time to time) pledged as
Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued
and outstanding Equity Interests of each issuer thereof.


All representations and warranties made by the Credit Parties herein, and in any other Security
Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties
of the Security Documents. The Credit Parties shall deliver to the Collateral Agent amended and
restated schedules (the “Amended Schedules”) to this Agreement in the event that any information
contained on the schedules attached hereto becomes inaccurate. Such Amended Schedules shall
replace the schedules provided by the Credit Parties on the Effective Date, and shall be deemed the
schedules to this Agreement. Each Credit Party will not change its name, identity, corporate
structure (including, without limitation, its jurisdiction of formation) or the location of its
registered office without (i) giving the Collateral Agent at least 10 Business Days’ prior written
notice clearly describing such new name, identity, corporate structure or new location and
providing such other information in connection therewith as the Collateral Agent may reasonably
request, and (ii) taking all action satisfactory to the Collateral Agent at the expense of such
Credit Party as the Collateral Agent may request to maintain the security interest of the
Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected with
the same priority and in full force and effect.




ARTICLE 4

Pledged Accounts




     Section 4.01. Creation of Pledged Accounts. (a) The Collateral Agent is hereby directed by
the Company and each Grantor to cause to be established on or before the date hereof with, and
maintained thereafter by, the Depository Bank at its offices in New York City, New York (ABA No.
021000021), in the name of the Collateral Agent as entitlement holder and under the sole control
and dominion of the Collateral Agent and subject to the terms of this Agreement, the following
segregated securities accounts (collectively, the “Pledged Accounts”):




     (i) a master collateral account, Account No. 10205184 (the “Collateral Account”),
into which Mandatory Asset Reduction Amounts will be deposited and to which Unused Cash
Collateral and certain amounts described in Section 4.03(f) will be transferred;



10









 






     (ii) a cash collateral account, Account No. 10205185 (the “Cash Collateral Account”),
into which certain amounts will be deposited in respect of Letters of Credit; and




     (iii) an account, Account No. 10205186 (the “Qualified Investments Account”), from
which the Company, on behalf of the Restricted Subsidiaries, may direct the Collateral
Agent to direct the Depository Bank to pay funds to the Company to make Qualified
Investments as permitted under the Loan Documents.



     (b) Commencing with the date hereof and continuing until the termination of the Transaction
Liens in accordance with Section 5.07(b), each Pledged Account shall be established and maintained
by the Depository Bank as a securities account or as a deposit account at its offices in New York
City, New York, in the name of and under the sole dominion and control of the Collateral Agent;
provided that the Cash Collateral Account may be terminated at such time as: (i) all Letters of
Credit shall have expired or been paid, settled, satisfied, released, or otherwise terminated, (ii)
all LC Disbursements shall have been reimbursed, (iii) all LC Commitments and all commitments of
the Lenders to participate in Letters of Credit shall have been terminated and (iv) all amounts on
deposit in the Cash Collateral Account shall have been transferred to the Collateral Account as
Unused Cash Collateral, to be applied in accordance with Section 2.09 of the Credit Agreement and
Section 6.02. The Collateral Agent shall cause each of the Pledged Accounts to be, and each
Pledged Account shall be, separate from all other accounts held by or under the control or dominion
of the Collateral Agent. The Company irrevocably confirms the authority of (and directs and
authorizes) the Collateral Agent to, or to direct the Depository Bank to, and the Collateral Agent
agrees to, or to direct the Depository Bank to, deposit into, or credit to, and transfer funds from
the Pledged Accounts to the Collateral Agent, the Administrative Agent, the other Secured Parties
and the Company (or its designee), in each case in accordance with this Agreement and the other
Loan Documents.



     (c) The Credit Parties acknowledge that the Collateral Agent may cause the Depository Bank to
establish subaccounts of the Qualified Investments Account, and that such subaccounts may, at the
Collateral Agent’s election, be either (i) actual, separate accounts or (ii) notional accounts
reflected in the Collateral Agent’s records as accounting entries with respect to the actual
Qualified Investments Account maintained by the Depository Bank. Each such subaccount shall
constitute a Pledged Account hereunder, and each actual subaccount shall be established and
maintained by the Depository Bank as a securities account at its offices in New York City, New
York, in the name of the Collateral Agent.



11









 





     (d) Unless otherwise specified in this Agreement, all references to the Qualified Investments
Account shall include references to all subaccounts thereof, and such subaccounts shall be subject
to the same restrictions and limitations as the Qualified Investments Account.



     (e) The Company shall not have any rights against or to moneys or funds on deposit in, or
credited to, the Pledged Accounts, as third-party beneficiary or otherwise, except the right of the
Company (a) to receive moneys or funds on deposit in, or credited to, the Pledged Accounts, as
required or permitted by this Agreement or by the provisions of any other Loan Document (to the
extent such provisions are not inconsistent with this Agreement), and (b) to direct the Collateral
Agent as to the investment of moneys held in the Pledged Accounts as permitted by Section 4.05. In
no event shall any amounts or Cash Equivalents deposited into, or credited to, any Pledged Account,
be registered in the name of the Company, payable to the order of the Company, or specially
endorsed to the Company, except to the extent that the foregoing have been specially endorsed to
the Depository Bank or endorsed in blank.



     Section 4.02. Cash Collateral Account. (a) [Reserved].



     (b) Amounts deposited in the Cash Collateral Account shall be held therein, subject to the
following provisions:




     (i) If any Letter of Credit is drawn, in whole or in part, and not reimbursed by the
applicable Borrower within the period specified in Section 2.04(e) of the Credit
Agreement, the Issuing Bank with respect to such Letter of Credit may request, whereupon
the Collateral Agent shall within three Business Days after receipt of such request,
direct the Depository Bank to promptly distribute to such Issuing Bank an amount equal to
the lesser of (x) the amount of the LC Disbursement in respect of such Letter of Credit
that has not been reimbursed by or on behalf of such Borrower and (y) the total amount
available in the Cash Collateral Account at such time.




     (ii) Upon the request of the Company at a time when no Event of Default is
continuing, the Collateral Agent shall direct the Depository Bank to distribute any funds
in the Cash Collateral Account (other than, prior to the Final Payment Date, funds
deposited in the Cash Collateral Account pursuant to Section 2.09(c) of the Credit
Agreement) to the Company (or to the Company’s designee) to be used by the Company for
general corporate purposes, or to be used by such designee for any lawful purpose.




     (iii) If an Event of Default shall have occurred and be continuing, the Collateral
Agent may, at the direction of the Majority



12









 







Lenders, apply funds in the Cash Collateral Account in accordance with Section 6.02.



     (c) If any Letter of Credit, or any portion thereof, has terminated, expired or otherwise been
released or satisfied undrawn and, as a result, the total amount of funds in the Cash Collateral
Account, as of such date, exceeds 105% of the aggregate amount of LC Exposure, as of such date,
then (i) the Collateral Agent shall, upon any request therefor from the Company, direct the
Depository Bank to transfer such excess of funds on deposit in the Cash Collateral Account (any
such amount, “Unused Cash Collateral”) into the Collateral Account; and (ii) such Unused Cash
Collateral shall be applied in accordance with Section 2.09 of the Credit Agreement and Section
6.02.



     Section 4.03. Qualified Investments Account. (a) If a FERC-Regulated Restricted Subsidiary
receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (d) of
the definition of “Mandatory Asset Reduction Event”, then the Company shall deposit, or cause to be
deposited, into the Collateral Account, within five days after such receipt, the amount, if any, by
which the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified
Investments described in clause (a)(ii) or (a)(iii) of the definition thereof exceeds $100,000,000.



     (b) If an Unregulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of
a Covered Asset as described in clause (d) of the definition of “Mandatory Asset Reduction Event”,
then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five
days after such receipt, the portion of such Net Cash Proceeds that is not deemed to have been
invested in Qualified Investments described in clause (b)(ii) or (b)(iii) of the definition
thereof.



     (c) So long as no Event of Default has occurred and is continuing within one Business Day
after receipt, the Collateral Agent shall direct the Depository Bank to transfer the funds
deposited into the Collateral Account pursuant to Error! Reference source not found. or 4.03(b) (in
either case, for each Disposition, the “Remaining Reinvestment Amount”) to the Qualified
Investments Account.



     (d) If funds are to be transferred to the Qualified Investments Account pursuant to Section
4.03(c) and after giving effect to such transfer the Qualified Investments Account would contain
funds in respect of the Covered Assets of more than one Restricted Subsidiary, or in respect of
more than one Covered Asset of a single Restricted Subsidiary, the Collateral Agent shall cause the
Depository Bank to establish and maintain individual securities subaccounts, or the Collateral
Agent shall establish in its accounting records notional subaccounts (each, a “Qualified
Investments Subaccount”), in each case within the Qualified



13









 




Investments Account, for each such Restricted Subsidiary or each such Covered Asset.




     (e) For the period from the initial transfer of the Remaining Reinvestment Amount to the
Qualified Investments Account, until the date, if ever, on which the failure of the applicable
Restricted Subsidiary to invest such Remaining Reinvestment Amount in Qualified Investments,
requires application of all or a portion thereof in connection with a reduction of the Commitments
pursuant to Section 2.07(d) of the Credit Agreement, the Collateral Agent shall, at the written
direction of the Company from time to time, direct the Depository Bank to pay such funds on deposit
in the Qualified Investments Account (or any applicable Qualified Investments Subaccount) to the
Restricted Subsidiary identified by the Company in the Officer’s Certificate described in the
following sentence. The written direction described in the preceding sentence shall be accompanied
by an Officer’s Certificate (i) setting forth the name of the Restricted Subsidiary whose
Disposition of Covered Assets resulted in the deposit of the Remaining Reinvestment Amount that is
being requested to be paid pursuant to such written direction, (ii) if such Restricted Subsidiary
is a FERC-Regulated Restricted Subsidiary, stating that all funds retained by such FERC-Regulated
Restricted Subsidiary pursuant to Error! Reference source not found. from the Net Cash Proceeds of
all of its Dispositions of Covered Assets prior to the date of such certificate have been, or (by
making the currently proposed Qualified Investment(s)) will be, used to make Qualified Investments,
and (iii) describing the Qualified Investment(s) to be made (or deemed made) by such Restricted
Subsidiary with such funds, pursuant to the definition of “Qualified Investment”. Notwithstanding
the foregoing, the Company shall have the right to direct that funds on deposit in the Qualified
Investments Account or any applicable Qualified Investments Subaccount be paid to a FERC-Regulated
Restricted Subsidiary in respect of new Qualified Investments made or deemed made by such
FERC-Regulated Restricted Subsidiary only if, on the proposed date of such payment from the
Qualified Investments Account or applicable Qualified Investments Subaccount, the aggregate amount
of Qualified Investments made by such FERC-Regulated Restricted Subsidiary after April 16, 2003
equals or exceeds the sum of the product of (x) $100,000,000 times (y) the number of such
Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary that have resulted in a
deposit in the Collateral Account, plus the aggregate Net Cash Proceeds of Dispositions of Covered
Assets by such FERC-Regulated Restricted Subsidiary after April 16, 2003 that have not resulted in
deposits into the Collateral Account.



     (f) If a Mandatory Asset Reduction Event described in clause (d) of the definition thereof
shall occur with the result that the Company is required to cause Loans to be prepaid or Letters of
Credit to be Cash Collateralized pursuant to Section 2.09(c) of the Credit Agreement (a “2.09
Application”), the Collateral Agent shall direct the Depository Bank to transfer (i) if such
Mandatory Asset



14









 




Reduction Event does not occur during the pendency of an Event of Default, (A) an amount equal
to the lesser of (x) the required 2.09 Application and (y) 80% of the funds remaining in the
Qualified Investments Account (or the applicable Qualified Investments Subaccount) in respect of
the applicable Disposition of Covered Assets to the Collateral Account to be applied in accordance
with Section 2.09(c) of the Credit Agreement, and (B) any remaining funds in the Qualified
Investments Account (or the applicable Qualified Investments Subaccount) to the Company, or as the
Company directs, to be used for general corporate purposes, or (ii) if such Mandatory Asset
Reduction Event occurs concurrently with or during the pendency of an Event of Default, 100% of the
funds remaining in the Qualified Investments Account (and in all applicable Qualified Investments
Subaccounts) in respect of the applicable Disposition of Covered Assets to the Collateral Account
to be applied (x) to the extent of the required 2.09 Application, in accordance with Section
2.09(c) of the Credit Agreement and (y) the balance, in accordance with Section 6.02 hereof.




     (g) If following the application of a Mandatory Asset Reduction Amount in accordance with
Section 2.07(d) of the Credit Agreement and any prepayment of Loans or Cash Collateralization of
outstanding Letters of Credit in connection therewith pursuant to Section 2.09(c) of the Credit
Agreement, there are remaining funds in the Qualified Investments Account attributable to such
Mandatory Asset Reduction Amount, the Collateral Agent shall direct the Depository Bank to transfer
such remaining funds (i) if no Event of Default exists at the time, to the Company, or as the
Company directs, to be used for general corporate purposes, or (ii) if an Event of Default exists
at the time, to the Collateral Account to be applied in accordance with Section 6.02 hereof.



     (h) The Collateral Agent shall effectuate any transfer required pursuant to Section 4.03(f) or
4.03(g) by giving appropriate entitlement orders to the Depository Bank.



     Section 4.04. Payments In Trust. If, notwithstanding the instructions given or required to
be given in accordance with this Article 4, any payments required by any Security Document to be
remitted to the Collateral Agent are instead remitted to the Company or its Affiliates (it being
the intent and understanding of the parties hereto that such payments are not to be made directly
to the Company but directly to the Collateral Agent for deposit into, or credit to, the relevant
Pledged Account for application in accordance with this Article 4), then, to the fullest extent
permitted by Applicable Law, the Company or such other Person shall receive such payments into a
constructive trust for the benefit of the Secured Parties and subject to the Secured Parties’
security interest, and shall (or shall use its best efforts to cause the Person receiving such
payments to) promptly remit them to the Collateral Agent for deposit into, or credit to, the
applicable Pledged Account designated by this Article 4.



15









 





     Section 4.05. Investment of Funds In Pledged Accounts. (a) The Collateral Agent will
promptly direct the Depository Bank to (i) invest amounts on deposit in, or credited to, the
Pledged Accounts, (ii) reinvest any interest paid on the amounts referred to in clause Error!
Reference source not found. above, and (iii) reinvest other proceeds of any such amounts that may
mature or be sold, in each case, in Cash Equivalents which are deposited into, or credited to, such
Pledged Account, in each case as the Company may select and instruct the Collateral Agent, unless,
to the knowledge of the Collateral Agent, any Event of Default has occurred and is continuing, in
which event the Collateral Agent shall direct the Depository Bank to invest such amounts in Cash
Equivalents as the Collateral Agent may direct. If no Event of Default then exists, interest and
proceeds resulting from an investment of funds in any Pledged Account in Cash Equivalents shall be,
promptly upon request of the Company, transferred to the Company to be used for general corporate
purposes. In addition, subject to any instructions from the Company (if not during the pendency of
an Event of Default), the Collateral Agent shall have the right at any time to direct the
Depository Bank to exchange such Cash Equivalents for similar Cash Equivalents of smaller or larger
denominations.



     (b) Unless it has received instructions from the Company in accordance with this Section 4.05
as to the investment of such funds, the Collateral Agent may direct the Depository Bank to invest
or reinvest any funds in any Pledged Account. All investments and reinvestments of funds in the
Pledged Accounts shall be made in the name of the Depository Bank.



     (c) Whenever directed to make a transfer of funds from any of the Pledged Accounts in
accordance with this Article 4, the Collateral Agent is hereby directed and authorized by the
Company, the Borrowers and the Grantors (for themselves and their respective Subsidiaries) to
direct the Depository Bank to liquidate (or cause to be liquidated) Cash Equivalents (in order of
their respective maturities with the Cash Equivalents with the shortest maturities being liquidated
first), to the extent that, after application of all other funds available for such purpose
pursuant to this Article 4, the liquidation of any Cash Equivalent is necessary to make such
transfer.



     (d) Neither the Collateral Agent nor the Depository Bank shall (in the absence of gross
negligence or willful misconduct, as finally determined by a court of competent jurisdiction) have
any liability with respect to any interest, cost or penalty on the liquidation of any Cash
Equivalent pursuant to this Agreement, nor shall the Collateral Agent (in the absence of gross
negligence or willful misconduct, as finally determined by a court of competent jurisdiction) have
any liability with respect to Cash Equivalents (including purchases or conversions of foreign
exchange) or moneys deposited into, or credited to, the Pledged Accounts (or any losses resulting
therefrom) invested in accordance with this Agreement. Without limiting the generality of the
foregoing, in the absence of



16









 




gross negligence or willful misconduct, as finally determined by a court of competent
jurisdiction, the Collateral Agent shall have no responsibility for any investment losses resulting
from the investment, reinvestment or liquidation of all or a portion of funds in the Pledged
Accounts, if the Collateral Agent has made such investment, reinvestment or liquidation, as
applicable, in accordance with this Agreement.




     (e) All references in this Agreement to Pledged Accounts and to cash, moneys or funds therein
or balances thereof, shall include the Cash Equivalents in which such cash, moneys, funds or
balances are then invested and the proceeds thereof, and all financial assets and security
entitlements carried in or credited to such Pledged Accounts.



     (f) (i) Neither the Collateral Agent nor any of its Affiliates assume any duty or liability
for monitoring the rating or performance of any Cash Equivalent. Subject to Section 4.06, in the
event an investment selection is not made by the Company in accordance with this Section 4.05, the
funds in the Pledged Accounts shall not be required to be invested but may be invested at the
discretion of the Collateral Agent, and the Collateral Agent shall not incur any liability for
interest or income thereon. The Collateral Agent shall have no obligation to cause the investment
or reinvestment of the funds in the Pledged Accounts on the day of deposit if all or a portion of
such funds is deposited with the Collateral Agent after 11:00 a.m. (New York City time) on such day
of deposit. Instructions to invest or reinvest that are received after 11:00 a.m. (New York City
time) will be treated as if received on the following Business Day in New York. Requests or
instructions received after 11:00 a.m. (New York City time) by the Collateral Agent to liquidate
all or a portion of funds in any Pledged Account will be treated as if received on the following
Business Day in New York.




     (ii) The Credit Parties acknowledge that non-deposit investment products (A) are not
obligations of, nor guaranteed, by JPMCB or any of its Affiliates; (B) are not FDIC
insured; and (C) are subject to investment risks, including the possible loss of principal
amount invested.



     Section 4.06. Transfers From Accounts During The Continuance of An Event of Default. During
the existence and continuance of an Event of Default, the Collateral Agent shall not be obligated
to accept any instructions from the Company with respect to any transfer or withdrawal of funds on
deposit in, or credited to, any Pledged Account and, in such circumstances, the Collateral Agent
may direct the investment, transfer or withdrawal of funds in the Pledged Accounts without further
consent by the Company.



     Section 4.07. Reports, Certification And Instructions. (a) The Collateral Agent shall
maintain all such accounts, books and records as may be necessary to properly record all
transactions carried out by it under this Agreement. The



17









 




Collateral Agent shall permit the Company and its Affiliates and their authorized
representatives to examine such accounts, books and records; provided that any such examination
shall occur upon reasonable notice and during normal business hours.




     (b) The Collateral Agent shall deliver to the Company copies of the account statements for all
Pledged Accounts (including all subaccounts) for each month. Such account statements shall
indicate, with respect to each such account, deposits, credits and transfers, investments made and
closing balances. The Collateral Agent shall provide any additional information or reports
relating to the Pledged Accounts and the transactions therein reasonably requested from time to
time by the Company or any Secured Party.



     (c) Each time the Company directs the Collateral Agent to make or cause to be made a transfer
or withdrawal from a Pledged Account, it shall be deemed to represent and warrant for the benefit
of the Collateral Agent and the other Secured Parties that such transfer or withdrawal is being
made in an amount, and shall be applied solely for the purposes permitted by, and is and will
otherwise be in accordance with, this Agreement and the Credit Agreement. Except to the extent any
officer or officers of the Collateral Agent responsible for the administration of this Agreement
has actual knowledge to the contrary, the Collateral Agent may conclusively rely on, and shall
incur no liability in so relying on, any such direction.



     (d) Notwithstanding any provision to the contrary contained in this Agreement, all notices,
certifications, approvals, directions, instructions or other communication given to the Collateral
Agent with respect to any payments, transfers, credits, deposits, withdrawals or investments with
respect to, or otherwise relating to, any Pledged Account, in each case, by the Company or by any
other Secured Party shall be given in writing, and the Collateral Agent shall not be required to
take any action with respect to any payments, transfers, credits, deposits, withdrawals or
investments unless it has received such written instructions specifying the date, amount and
Pledged Account with respect to which such payment, transfer, credit, deposit, withdrawal or
investment is to be made.



     Section 4.08. Depository Bank Undertakings. The Depository Bank hereby represents and
warrants to, and agrees with the Company and the Collateral Agent as follows:



     (a) The Depository Bank (i) is a securities intermediary on the date hereof and (ii) so long
as this Agreement remains in effect and such Depository Bank remains the Depository Bank hereunder,
shall remain a securities intermediary, and shall act as such with respect to the Company, the
Collateral Agent, the Pledged Accounts and all of the Account Collateral and any other



18









 




property (including all financial assets and security entitlements maintained or carried in
the Pledged Accounts) from time to time transferred to, credited to, deposited in, or maintained in
the Pledged Accounts.




     (b) Each of the Pledged Accounts is, and shall remain, and the Depository Bank shall maintain
each of the Pledged Accounts as, a securities account, with the Collateral Agent (and no other
Person) as the entitlement holder and under the sole dominion and control of the Collateral Agent
for the ratable benefit of the Collateral Agent and the other Secured Parties.



     (c) The Depository Bank (i) has identified (and will continue to identify) the Collateral
Agent for the ratable benefit of the Secured Parties in its records as, and will treat the
Collateral Agent as (A) the sole Person having a security entitlement against the Depository Bank
with respect to the Pledged Accounts and the Account Collateral from time to time carried in the
Pledged Accounts, (B) the sole entitlement holder against the Depository Bank with respect to each
of the Pledged Accounts, (C) the sole Person having dominion and control over each of the Pledged
Accounts and any and all assets, property and items from time to time carried in such Pledged
Accounts (including cash) and (D) the sole Person entitled to exercise the rights with respect to
the Pledged Accounts; and (ii) has credited and will continue to credit such assets, property and
items to the Pledged Accounts in accordance with written instructions given pursuant to, and the
other terms and conditions of, this Agreement.



     (d) All of the property, including Account Collateral and cash, from time to time carried in
or credited to the Pledged Accounts, shall constitute financial assets, and the Depository Bank
shall treat all such property as financial assets under Article 8 of the UCC.



     (e) Notwithstanding any other provision in this Agreement to the contrary, the Depository Bank
(i) shall comply with any and all entitlement orders and other directions originated by, and only
by, the Collateral Agent in respect of the Pledged Accounts and the Account Collateral from time to
time carried therein without any further consent or action by the Company or any other Person and
(ii) shall not comply with the entitlement orders of any other Person.



     (f) The “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of
the UCC) of the Depository Bank is and will continue to be the State of New York.



     (g) To be binding on the Depository Bank, all instructions by the Collateral Agent pursuant to
this Agreement with respect to the Account Collateral carried in the Pledged Accounts must be given
to the Depository Bank, and only pursuant to and subject to the terms and conditions of this
Agreement.



19









 





     (h) Anything herein to the contrary notwithstanding, the Depository Bank will not be required
to follow any instruction that would violate any Applicable Law, decree, regulation or order of any
Governmental Authority (including any court or tribunal) or the terms of this Agreement.



     (i) The Depository Bank has not entered into and will not enter into any agreement with any
other Person relating to the Pledged Accounts or any Pledged Financial Assets credited thereto
pursuant to which it has agreed or will agree to comply with entitlement orders of such Person.
The Depository Bank has not entered into any other agreement with the Company or any other Person
purporting to limit or condition the duties of the Depository Bank to comply with entitlement
orders originated by the Collateral Agent as set forth in Section 4.08(e).



     (j) The Depository Bank hereby permanently waives and releases any Lien, right of setoff or
other right it may have against the Pledged Accounts and any Pledged Financial Assets or Pledged
Security Entitlements carried in or credited to the Pledged Accounts and any credit balance or cash
in the Pledged Accounts, and agrees that it will not assert any such Lien or other right in, to or
against the Pledged Accounts or any Pledged Financial Asset or Pledged Security Entitlement carried
therein or credited thereto, or any credit balance or cash in the Pledged Accounts.



     (k) The Depository Bank will send copies of all statements and confirmations for and in
respect of the Pledged Accounts simultaneously to the Company and the Collateral Agent.



     (l) All securities or other property underlying any financial assets consisting of Account
Collateral deposited in or credited to a Pledged Account shall be registered in the name of the
Depository Bank, endorsed to the Depository Bank or in blank or credited to another securities
account or securities accounts maintained in the name of the Depository Bank, and in no case will
any financial asset consisting of Account Collateral deposited in or credited to a Pledged Account
be registered in the name of the Company, payable to the order of the Company or specially endorsed
to the Company, except to the extent the foregoing have been specially endorsed by the Company to
the Depository Bank or in blank.



     (m) If any Person (other than the Collateral Agent) asserts to the Depository Bank any Lien,
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment,
execution or similar process) against any Account Collateral, the Depository Bank will as promptly
as practicable thereafter notify the Company and the Collateral Agent thereof.



20









 





     Section 4.09. Force Majeure. Neither the Collateral Agent nor the Depository Bank shall
incur any liability for not performing any act or fulfilling any obligation hereunder by reason of
any occurrence beyond its control (including any provision of any present or future law or
regulation or any act of any Governmental Authority, any act of God, war or terrorism, or the
unavailability of the Federal Reserve Bank wire services or any electronic communication facility).



     Section 4.10. Clearing Agency. The Account Collateral in the Pledged Accounts may be held by
the Collateral Agent directly or through any clearing agency or depository including the Federal
Reserve/Treasury Book-Entry System for United States and federal agency securities, and the
Depository Trust Company (collectively, the “Clearing Agency”). The Collateral Agent shall not
have any responsibility or liability for the actions or omissions to act on the part of any
Clearing Agency. The Collateral Agent is authorized, for any Collateral at any time held
hereunder, to register the Collateral in the name of one or more of its nominee(s) or the
nominee(s) of any Clearing Agency in which the Collateral Agent has a participant account, and such
nominee(s) may sign the name of any Credit Party and guarantee such signature in order to transfer
securities or certify ownership thereof to tax or other Governmental Authorities.



     Section 4.11. Return of Funds to the Company. Upon any request by the Company following the
release of the Transaction Liens in accordance with Section 5.07(b), the Collateral Agent shall
direct the Depository Bank to, and the Depository Bank shall promptly pay, transfer and deliver to
or to the order of the Company all moneys, investments, and other property held in, or credited to,
the Pledged Accounts, in each case, in accordance with the instructions of the Company and at the
Company’s expense.



ARTICLE 5

Security Interests




     Section 5.01. Grant of Security Interests. (a) Each Subsidiary Grantor hereby grants to the
Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such
Subsidiary Grantor’s right, title and interest in and to the following, in each case, as to each
type of property described below, whether now owned or hereafter acquired by such Subsidiary
Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the
“Security Collateral”):




     (i) the Initial Pledged Equity and the certificates, if any, representing the Initial
Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and
other property from time to time received, receivable or otherwise distributed in respect
of, in exchange for,



21









 







or in conversion of, any or all of the Initial Pledged Equity and all subscription
warrants, rights or options issued thereon or with respect thereto;




     (ii) all additional shares of stock and other Equity Interests of or in any Pledged
Company from time to time acquired by such Subsidiary Grantor in any manner (such shares
and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged
Equity”), and the certificates, if any, representing such additional shares or other
Equity Interests, and all dividends, distributions, return of capital, cash, instruments
and other property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such Pledged Equity and all subscription
warrants, rights or options issued thereon or with respect thereto;




     (iii) all books and records of such Grantor pertaining to the Security Collateral;




     (iv) all supporting obligations, general intangibles and contract rights (including
rights under limited liability company agreements, limited partnership agreements and any
other organizational or constituent documents pursuant to which Pledged Equity has been
issued or which sets out rights with respect thereto), warranties, indemnities or
guaranties, in each case to the extent relating to, or payable in respect of, interests in
the Security Collateral, and any tort claims (including all commercial tort claims)
arising in connection with interests in the Security Collateral; and




     (v) all proceeds of the foregoing Security Collateral.



     (b) Each Subsidiary Grantor hereby grants to the Collateral Agent, for the ratable benefit of
the Secured Parties, a security interest in such Subsidiary Grantor’s right, title and interest in
and to the following (but excluding Excluded Subsidiary Grantor Assets), in each case, as to each
type of property described below, whether now owned or hereafter acquired by such Subsidiary
Grantor, wherever located, and whether now or hereafter existing or arising (all such property in
which a security interest is granted under this Section 5.01(b) being, collectively, the
“Subsidiary Grantor Payment Collateral”):




     (i) all accounts and payment intangibles owing to such Subsidiary Grantor by (A) any
Pipeline Company Borrower or (B) any other Grantor;




     (ii) all instruments owing to such Subsidiary Grantor by (A) any Pipeline Company
Borrower or (B) any other Grantor;



22









 






     (iii) all chattel paper in respect of obligations payable to such Subsidiary Grantor
with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any
other Grantor; and




     (iv) all proceeds of the foregoing Subsidiary Grantor Payment Collateral.


Notwithstanding the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the
Liens created under this Section 5.01(b) shall not encumber, (A) any (1) accounts owing to the
Exempted Guarantor by the Company, (2) payment intangibles owing to the Exempted Guarantor by the
Company, (3) instruments owing to the Exempted Guarantor by the Company or chattel paper in
respect of obligations payable to the Exempted Guarantor with respect to which the account debtor
is the Company, or (B) any Excluded Payment Property of any Grantor (all of the property described
in clause (A) and (B) of this sentence being, collectively, the “Excluded Subsidiary Grantor
Assets”).




     (c) The Company hereby grants to the Collateral Agent, for the ratable benefit of the Secured
Parties, a security interest in the Company’s right, title and interest in and to the following
(but excluding Excluded Payment Property of the Company), in each case, as to each type of property
described below, whether now owned or hereafter acquired by the Company, wherever located, and
whether now or hereafter existing or arising (all such property in which a security interest is
granted under this Section 5.01(c) being, collectively, the “Company Payment Collateral”, and
together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):




     (i) all accounts or payment intangibles owing to the Company by (A) any Pipeline
Company Borrower or (B) any Grantor (other than the Exempted Guarantor);




     (ii) all instruments owing to the Company by (A) any Pipeline Company Borrower or (B)
any Grantor (other than the Exempted Guarantor);




     (iii) all chattel paper in respect of obligations payable to the Company with respect
to which the account debtor is (A) any Pipeline Company Borrower or (B) any Grantor (other
than the Exempted Guarantor); and




     (iv) all proceeds of the foregoing Company Payment Collateral.



     Notwithstanding the foregoing, the Company Payment Collateral shall not include, and the Liens
created under this Section 5.01(c) shall not encumber, any Excluded Payment Property of the
Company.



23









 





     (d) Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured
Parties, a security interest in such Grantor’s right, title and interest in and to the following,
in each case, as to each type of property described below, whether now owned or hereafter acquired
by such Grantor, wherever located, and whether now owned or hereafter existing or arising
(collectively, the “Account Collateral”):




     (i) the Pledged Accounts, all Pledged Financial Assets, all Pledged Security
Entitlements and all property, funds, interest, dividends, distributions, cash,
instruments and other property from time to time carried in or credited to any Pledged
Account or received, receivable or otherwise distributed in respect of or in exchange for
any or all of the foregoing, and all certificates and instruments, if any, from time to
time representing or evidencing the Pledged Accounts;




     (ii) all promissory notes, certificates of deposit, deposit accounts, checks and
other instruments delivered (or required to be delivered) to or otherwise possessed by the
Collateral Agent for or on behalf of such Grantor in connection with the Account
Collateral, including those received in substitution for or in addition to any or all of
the Account Collateral;




     (iii) all interest, dividends, distributions, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Account Collateral;




     (iv) all books and records of such Grantor pertaining to any of the Account
Collateral;




     (v) all supporting obligations, general intangibles, contract rights, warranties,
indemnities and guaranties, in each case to the extent relating to, or payable in respect
of, the Account Collateral; and




     (vi) all proceeds of the foregoing Account Collateral.



     Section 5.02. Security For Obligations. (a) In the case of each Grantor, the security
interests granted by such Grantor pursuant to Sections 5.01(a) through (d) secure the payment and
performance of all such Grantor’s Secured Obligations, whether now existing or hereafter arising.



     (b) Without limiting the generality of subsection (a) of this Section 5.02, as to each
Grantor, the security interests granted by such Grantor pursuant to Sections 5.01(a) through (d)
secure the payment of all amounts that constitute part of such Grantor’s Secured Obligations and
would be owed by such Grantor but



24









 




for the fact they are unenforceable or not allowable due to the existence of an Insolvency
Proceeding involving such Grantor.




     Section 5.03. Delivery And Control of Collateral. (a) All certificates or instruments
representing or evidencing Security Collateral shall be delivered to and held by or on behalf of
the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or
shall be accompanied by duly indorsed instruments of transfer or assignment in blank, all in form
and substance reasonably satisfactory to the Collateral Agent, but excluding checks, certificates
of title and other similar instruments. If an Event of Default has occurred and is continuing, the
Collateral Agent shall have the right, in its discretion and without notice to any Credit Party, to
transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of
the Security Collateral, subject only to the revocable rights specified in Section 5.08. In
addition, the Collateral Agent shall have the right at any time to exchange certificates or
instruments representing or evidencing Security Collateral for certificates or instruments of
smaller or larger denominations.



     (b) With respect to any Security Collateral in which any Grantor has any right, title or
interest and that constitutes an uncertificated security, such Grantor will cause the issuer
thereof to agree in an authenticated record with such Grantor and the Collateral Agent that such
issuer will comply with instructions with respect to such Security Collateral originated by the
Collateral Agent without further consent of such Grantor, such authenticated record to be in form
and substance satisfactory to, and to be delivered to, the Collateral Agent. With respect to any
Security Collateral in which any Grantor has any right, title or interest and that is not an
uncertificated security, upon the request of the Collateral Agent, such Grantor will notify each
such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted
hereunder.



     (c) Each Grantor shall deliver to the Collateral Agent all Payment Collateral pledged by it
that constitutes instruments or tangible chattel paper, accompanied by duly indorsed instruments of
transfer or assignment in blank, which instruments of transfer or assignment shall be in form
reasonably satisfactory to the Collateral Agent.



     Section 5.04. Further Assurances; Etc. (a) Each Grantor agrees that from time to time, at
the expense of such Grantor, such Grantor will promptly do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register any and all such further acts, pledge
agreements, collateral assignments, account control agreements, financing statements and
continuations thereof, termination statements, notices of assignment, transfers, certificates,
assurances and other instruments as the Collateral Agent or the Depository Bank may reasonably
require from time to time in order to (i) carry out more effectively the purposes of the Security
Documents with respect to the Collateral, (ii) to the



25









 




fullest extent permitted by Applicable Law, subject its right, title and interest in and to
the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness
of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and
(iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively
unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured
Parties in respect of the Collateral under any Security Document or under any other instrument
executed in connection with any Security Document to which it is a party. Without limiting the
generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor:
(A) execute or authenticate and file such financing or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary or desirable, or as the
Collateral Agent may reasonably request, in order to perfect and preserve the Transaction Liens;
(B) deliver and pledge to the Collateral Agent for benefit of the Secured Parties certificates
representing Security Collateral that constitutes certificated securities, accompanied by undated
stock powers indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit of
the Secured Parties all tangible chattel paper and all instruments constituting Collateral,
together with duly indorsed instruments of transfer or assignment in blank; (C) take all action
necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of
deposit accounts, as provided in Section 9-104 of the UCC, control of the Account Collateral as
provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of
electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral
Agent evidence that all other action that the Collateral Agent may reasonably request as necessary
or desirable to perfect and preserve Transaction Liens has been taken.




     (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or
continuation statements, and amendments thereto, including one or more financing statements
indicating that such financing statements cover all right, title and interest of such Grantor in
and to the Collateral, in each case without the signature of such Grantor. The Collateral Agent
shall provide a copy of each such financing statement to each Grantor. A photocopy or other
reproduction of this Agreement or any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies
its authorization for the Collateral Agent to have filed such financing statements, continuation
statements or amendments filed prior to the date hereof.



     Section 5.05. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a)
each Grantor shall remain liable under any contracts and agreements included in such Grantor’s
Collateral (including, with respect to Security Collateral, any obligations under limited liability
company agreements, limited partnership agreements and any other organizational or constituent



26









 




documents pursuant to which Pledged Equity has been issued or which sets out obligations with
respect to Security Collateral) to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been executed, (b) the
exercise by the Collateral Agent of any of the rights hereunder shall not release any Grantor from
any of its duties or obligations under the contracts and agreements included in the Collateral and
(c) no Secured Party shall have any obligation or liability under the contracts and agreements
included in the Collateral by reason of this Agreement or any other Security Document, nor shall
any Secured Party be obligated to perform any of the obligations or duties of any Grantor
thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.




     Section 5.06. Additional Equity Interests. (a) Pledged Equity. Each Grantor agrees that
(i) it will cause each Pledged Company the Pledged Equity in which has been pledged by such Grantor
hereunder, not to issue any Equity Interests or other securities in addition to or in substitution
for the Pledged Equity issued by such Pledged Company, except to such Grantor, (ii) it will pledge
hereunder, immediately upon such Grantor’s acquisition (directly or indirectly) thereof, any and
all additional Equity Interests issued by such Pledged Company, and (iii) it will cause all such
Equity Interests issued by such Pledged Company to be certificated securities under Article 8 of
the UCC and under Article 8 or Chapter 8 of the Uniform Commercial Code as in effect in the
jurisdiction of organization of such Pledged Company; provided, however, that this Section 5.06
shall not limit any Grantor’s rights under Section 5.07(a)(ii).



     (b) Ownership of Equity Interests in Grantors. The Company agrees and covenants that it will
at all times own, directly or indirectly, 100% of the outstanding Equity Interests (including all
voting, economic and other rights associated therewith) in each Grantor, except for the rights of
the Collateral Agent hereunder with respect to the Equity Interests in any Grantor that is a
Pledged Company.



     (c) Ownership of Equity Interests in Pledged Companies. Each Grantor (including any successor
thereto pursuant to a merger or consolidation permitted under Section 6.05 of the Credit Agreement)
agrees and covenants that (i) it will at all times remain a registered organization, as defined in
Section 9-102(70) of the UCC, and (ii) with respect to each Pledged Company in which such Grantor
has pledged Equity Interests hereunder, such Grantor will at all times own directly 100% of the
outstanding Equity Interests issued by such Pledged Company (including voting, economic and other
rights associated therewith), except to the extent permitted under Section 6.04(a)(iv) of the
Credit Agreement and except for the rights of the Collateral Agent hereunder.



     Section 5.07. Release of Collateral. (a) Partial Release of Collateral.



27









 






     (i) Payments out of Pledged Accounts. Upon any payment of amounts out of any Pledged
Account (and not deposited into, or transferred to, another Pledged Account) to (A) the
Administrative Agent, the Collateral Agent or the Depository Bank in respect of amounts
due and payable hereunder to such Persons or other Secured Parties, (B) any Secured Party
or (C) the Company or any Restricted Subsidiary (or any other Person designated in writing
by the Company to the Collateral Agent to receive such payment), in each case in
accordance with the Security Documents, the Transaction Liens on such amount shall be
automatically released without further action or consent by the Collateral Agent or any
other Person (including any Secured Party).




     (ii) Release of Lien on Collateral. Upon the Disposition of any Collateral in a
transaction permitted under the Credit Agreement and the other Loan Documents, the
Transaction Liens on such Collateral shall be automatically released without further
action or consent by the Collateral Agent or any other Person (including any other Secured
Party).



     (b) Full Release of Collateral. On the earlier of (A) the Final Payment Date or (B) the date
on which the requisite percentage of the Lenders have approved the release of the Transaction Liens
in accordance with Section 10.02 of the Credit Agreement, the Transaction Liens shall be fully and
automatically released without further action by the Collateral Agent or any other Person
(including any other Secured Party), and all rights to the Collateral shall revert to the
applicable Grantor.



     (c) Delivery of Releases and Return of Collateral. Upon the release of any Transaction Lien
pursuant to this Section 5.07, the Collateral Agent will, at the applicable Grantor’s expense, (i)
execute and deliver to such Grantor such release or releases (including Uniform Commercial Code
partial release or termination statements) as such Grantor shall reasonably request to evidence
such release, and (ii) deliver to the applicable Grantors or their designees designated in writing
to the Collateral Agent such Collateral, including any Assets in the Pledged Accounts and any
certificates or instruments representing or evidencing any such Collateral that is Security
Collateral.



     Section 5.08. Voting Rights, Dividends, Payments, Etc. (a) So long as no Event of Default
shall have occurred and be continuing:




     (i) each Grantor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Security Collateral (including rights relating to
conversion or exchange thereof) of such Grantor or any part thereof at any time and for
any purpose; provided that such Grantor will not exercise or refrain from exercising any
such right if such action would violate this Agreement;



28









 






     (ii) except as provided in Section 5.08(c), each Grantor shall be entitled to receive
and retain any and all cash dividends, interest and other cash distributions paid in
respect of the Security Collateral of such Grantor;



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




     (i) the Collateral Agent will (A) execute and deliver (or cause to be executed and
delivered) to each Grantor all such proxies and other instruments as such Grantor may
reasonably request for the purpose of enabling such Grantor to exercise the voting and
other rights that it is entitled to exercise pursuant to paragraph (i) above (including,
in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s
delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the
certificate(s) or instrument(s) representing or evidencing any such Collateral for the
purpose of effecting the exchange of such certificate(s) or instrument(s) for new
certificate(s) or instrument(s)) and to receive the dividends, interest or other
distributions that it is authorized to receive and retain pursuant to paragraph (ii)
above, and (B) with respect to Payment Collateral, provide such instructions to account
debtors and Persons obligated to make payments on instruments as will enable each Grantor
to receive all payments it is authorized to receive and retain pursuant to paragraph (b)
above. In the absence of instructions to vote or exercise other rights, the Collateral
Agent shall not be obligated and shall incur no liability for its failure to take any
action in respect of such rights.



     (c) The Collateral Agent shall be entitled to receive (whether or not an Event of Default has
occurred and is continuing), (i) all non-cash dividends and distributions (including distributions
upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which
shall be held by the Collateral Agent as Security Collateral, and (ii) all cash dividends, interest
and other cash distributions in respect of Security Collateral distributed in exchange for, in
redemption of, or in connection with a partial or total liquidation or dissolution or with a
reduction of capital, capital surplus or paid-in-surplus, which distributions described in this
clause (ii) shall be deposited in the Collateral Account and held and administered as Account
Collateral, provided, however, that a Credit Related Party that receives a dividend from a
FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral
Agent so long as (x) such funds are not proceeds of a Mandatory Asset Reduction Event and (y) such
funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to
this Agreement agrees to pay and deliver all dividends, distributions and interest described in
this Section 5.08(c) on such Pledged Equity directly to the Collateral Agent. With respect to any
Pledged



29









 




Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a
Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to
deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or
conversion. Any and all dividends, distributions and interest described in this Section 5.08(c)
that are received by a Grantor contrary to the provisions of this Section 5.08(c), shall be
received in trust for the benefit of the Collateral Agent, shall be segregated from the other
property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral
Agent and held and administered as above provided in this Section 5.08(c).




     (d) Upon the occurrence and during the continuance of any Event of Default:




     (i) all rights of each Grantor to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise pursuant to
Section 5.08(a)(i) shall, upon delivery by the Collateral Agent to such Grantor of a
written notice of such Event of Default, cease, and all such rights shall thereupon become
vested in the Collateral Agent, which shall thereupon have the sole right to exercise or
refrain from exercising such voting and other consensual rights;




     (ii) all rights of each Grantor to receive the dividends, interest and other
distributions that it would otherwise be authorized to receive and retain pursuant to
Section 5.08(a)(ii) shall, upon delivery by the Collateral Agent to such Grantor of a
written notice of such Event of Default, cease, and all such rights shall thereupon become
vested in the Collateral Agent, and any and all such cash dividends, interest and other
cash distributions received by such Grantor shall be promptly delivered to the Collateral
Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash
Collateral Account to be administered in accordance with Section 4.02(b)(iii). With
respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery
by the Collateral Agent to such issuer of a written notice of such Event of Default, such
issuer shall thereafter pay and deliver all dividends, distributions and interest
described in this Section 5.08(d)(ii) directly to the Collateral Agent, until such issuer
has received written notice from the Collateral Agent that such Event of Default no longer
exists. Each Grantor that has granted a security interest in Pledged Equity under this
Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer
to pay and deliver all dividends, distributions and interest described in this Section
5.08(d)(ii) directly to the Collateral Agent. Any such dividends, interest and
distributions received by a Grantor contrary to the provisions of this Section 5.08(d)(ii)
shall be received in trust for the benefit of the Collateral Agent, shall be segregated



30









 







from the other funds of such Grantor and shall be promptly paid over to the
Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of
the Cash Collateral Account to be administered as above provided in this Section
5.08(d)(ii); and




     (iii) all rights of each Grantor to receive the payments on Payment Collateral that
it would otherwise be authorized to receive and retain pursuant to Section 5.08(b) shall,
upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers
of a written notice of such Event of Default, cease and thereafter all such payments shall
be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the
account debtor or Person obligated to make payment on such Payment Collateral, directly to
the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount
of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(iii).
Any such payments received by a Grantor contrary to the provisions of this Section
5.08(d)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be
segregated from the other funds of such Grantor and shall be promptly paid over by such
Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a
subaccount of the Cash Collateral Account to be administered in accordance with this
Section 5.08(d)(iii).



     Section 5.09. The Collateral Agent Appointed Attorney-in-fact. Each Grantor hereby
irrevocably appoints the Collateral Agent such Grantor’s attorney-in-fact, with full authority in
the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to
time, in the Collateral Agent’s discretion, to take any action and to execute any instrument that
the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement
and any other Security Document with respect to the Collateral and the Collateral Agent’s rights
and remedies with respect thereto, including:



     (a) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance
and receipts for moneys due and to become due under or in respect of any of the Collateral;



     (b) to receive, indorse and collect any drafts or other instruments, documents and chattel
paper, in connection with clause (a) above; and



     (c) to file any claims or take any action or institute any proceedings that the Collateral
Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to
enforce the rights of the Collateral Agent and any other Secured Party with respect to any of the
Collateral;



31









 




provided that the Collateral Agent shall not exercise the power and authority granted to it
pursuant to this Section 5.09 except during such period as an Event of Default has occurred and is
continuing.




     Section 5.10. Netting of Accounts. Notwithstanding any other provision of this Agreement or
the Credit Agreement, so long as no Event of Default has occurred and in continuing, any Credit
Related Party may reduce (through the exercise of set-off or similar rights) the principal amount
of any accounts, payment intangibles, instruments or chattel paper owed by it to another Credit
Related Party by the amount of any accounts, payment intangibles, instruments or chattel paper owed
to it or any of its Subsidiaries by such other Credit Related Party or any Subsidiaries of such
other Credit Related Party.



ARTICLE 6

Remedies And Enforcement`




     Section 6.01. Remedies And Enforcement. (a) At such time as any Event of Default has
occurred and is continuing, the Collateral Agent shall have the right to take such actions as are
necessary or appropriate to enforce, implement and administer the provisions hereof or of any other
Security Document that are applicable to any period during which an Event of Default has occurred
and is continuing, and without limiting the foregoing, the Collateral Agent shall have and may
exercise, enforce, implement and administer all rights, privileges, powers, benefits and remedies
granted to or arising in favor of the Collateral Agent under such provisions with respect to any
such Event of Default, including in each case referenced above the provisions of Section
4.02(b)(iii), 4.03(f), 4.05(a), 4.06, 5.03(a), 5.08, and 5.09, with respect to any Net Cash
Proceeds constituting Mandatory Asset Reduction Amounts, the application or non-application of
funds in Pledged Accounts, deposits or transfers of funds into or from Pledged Accounts or
subaccounts thereof, delivery of funds from Pledged Accounts to the Collateral Agent, the right to
direct investments, voting rights with respect to Security Collateral and powers of attorney.



     (b) At such time as an Event of Default has occurred and is continuing, the Collateral Agent
shall have and in its discretion may exercise any or all of the following rights and remedies:




     (i) Enforcement Actions. The Collateral Agent may take any Enforcement Action or
Enforcement Actions (at such times, places and by such methods, as the Collateral Agent
shall determine, including any actions incidental to carrying out any such Enforcement
Action) in order to enforce the Security Documents and to realize upon the Collateral or,
in the case of any Insolvency Proceeding against the Company or any of its



32









 







Subsidiaries, seeking to enforce the claims and/or Transaction Liens, including
claims under the Security Documents.




     (ii) Sale; Incidents of Sale. The Grantors agree that, to the extent notice of sale
shall be required by Applicable Law with respect to the Disposition of any Collateral, at
least ten days’ notice to the Company of the time and place of any public Disposition or
the time after which any private Disposition is to be made shall constitute reasonable
notification. The Collateral Agent shall not be obligated to make any Disposition of
Collateral regardless of notice of Disposition having been given. The Collateral Agent
may adjourn any public or private Disposition from time to time by announcement at the
time and place fixed therefor, and such Disposition may, without further notice, be made
at the time and place to which it was so adjourned. With respect to any Disposition of
any of the Collateral made or caused to be made by the Collateral Agent, whether made
under the power of Disposition hereby given or pursuant to judicial proceedings, to the
extent permitted by Applicable Law:




     (A) Any Secured Party, the Company, and any of the Company’s Affiliates
(including any Grantor) may bid for, and purchase, the Collateral offered for
sale, and, upon compliance with the terms of sale and Applicable Law, may hold
and Dispose of such property; and




     (B) Pursuant to the power of attorney granted under Section 5.09(a), the
Collateral Agent may, but shall not be obligated to, make all necessary deeds,
bills of sale and instruments of assignment and transfer covering the Collateral
Disposed of, and for that purpose the Collateral Agent may execute all necessary
deeds, bills of sale and instruments of assignment and transfer, and may
substitute one or more Persons with like power.




     (iii) Collateral Agent May File Proofs of Claim. In case of the pendency of any
Insolvency Proceeding relative to the Company or any of its Subsidiaries or the
Collateral, the Collateral Agent (irrespective of whether any of the outstanding Secured
Obligations shall then be due and payable) shall be entitled and empowered (but not
obligated), by intervention in such proceeding or otherwise, (A) to file and prove a claim
for the whole amount of the Secured Obligations owing and unpaid in order to protect the
rights of the Secured Parties under the Security Documents and with respect to the
Collateral, and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Collateral Agent (including any claim for the reasonable
compensation, disbursements and advances of the Collateral Agent in its



33









 







individual or trust capacity and its agents and counsel) and of any other Secured
Parties in respect of the Security Documents and the Collateral allowed in such judicial
proceeding and (B) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Secured Party to make payments with respect to
such claims to the Collateral Agent.




     (iv) Collateral Agent May Enforce Claims. All rights of action and claims under this
Agreement and the other Security Documents may be prosecuted and enforced by the
Collateral Agent; provided that the Collateral Agent is also hereby appointed as agent for
the other Secured Parties for the purposes of protecting their interests in and to any
portion of the Collateral and under the Security Documents, and the Collateral Agent shall
take such action solely as agent for the Secured Parties.




     Section 6.02. Application of Proceeds. If an Event of Default shall have occurred and be
continuing and the Collateral Agent applies (i) any cash held in the Pledged Accounts or (ii) the
proceeds of any Disposition of all or any part of the Collateral, such cash and/or proceeds shall
be applied to the Secured Obligations in the following order of priorities:




     first, to pay the expenses of such Disposition, including reasonable compensation to
agents of and counsel for the Collateral Agent, and all expenses, liabilities and advances
incurred or made by the Collateral Agent in connection with the Security Documents, and
any other amounts then due and payable to the Collateral Agent in its capacity as such
pursuant to Section 9.01 hereof or Section 10.03 of the Credit Agreement;




     second, to pay the unpaid principal of all Borrowings and all unreimbursed LC
Disbursements and to Cash Collateralize all outstanding Letters of Credit, all ratably
until the principal of all Borrowings and all unreimbursed LC Disbursements shall have
been paid in full and all Letters of Credit shall have been Cash Collateralized;




     third, to pay all other amounts owed under the Credit Agreement and the other Loan
Documents ratably, until all such other amounts shall have been paid in full;




     fourth, to pay all other Secured Obligations ratably, until payment in full of all
such other Secured Obligations shall have been made; and



34









 






     finally, to pay to the relevant Grantor, or as a court of competent jurisdiction may
direct, any surplus then remaining from the proceeds of the Collateral owned by it;


provided that Collateral owned by a Subsidiary Grantor and any proceeds thereof shall be applied
pursuant to the foregoing clauses first, second, third and fourth only to the extent permitted by
the limitation in Section 2.01(b) of the Subsidiary Guarantee Agreement. The Collateral Agent may
make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination
thereof.




     Section 6.03. Other Remedies of Secured Parties. Except as the same relates to the
Collateral or as otherwise expressly prohibited by this Agreement or any other Security Document,
each Secured Party may exercise any right or power, enforce any remedy, give any direction, consent
or waiver or make any determination, under or in respect of any provision of any Financing Document
to which it is a party. Notwithstanding the foregoing, no Secured Party other than the Collateral
Agent shall have the right to take any Enforcement Action with respect to the Collateral or the
Subsidiary Guarantee Agreement or seek to exercise and enforce the Transaction Liens, and all such
Enforcement Actions shall be effected solely through the Collateral Agent. No reference in this
Agreement to the Collateral Agent’s making a demand for payment under the Subsidiary Guarantee
Agreement shall be construed to mean that such a demand is required in order to cause any
obligation under the Subsidiary Guarantee Agreement to become due and payable, it being understood
that obligations under the Subsidiary Guarantee Agreement shall become due and payable at such
times as they become due and payable under the terms of the Subsidiary Guarantee Agreement.



ARTICLE 7

Depository Bank




     Section 7.01. Depository Bank. The provisions of Article 9 of the Credit Agreement shall
inure to the benefit of the Depository Bank to the same extent as if it were named as an Agent
therein.



35









 





ARTICLE 8

[Reserved]




ARTICLE 9

Miscellaneous



     Section 9.01. Indemnity And Expenses. (a) Each Credit Party agrees to indemnify (without
duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank
and the Secured Parties and each of their Affiliates and their respective officers, directors,
employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, any
and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses
of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with (i) this Agreement or the other Security Documents, or
(ii) as a result of the execution or delivery of this Agreement or the other Security Documents or
the performance by the Credit Parties hereto and thereto of their respective obligations hereunder
and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party,
to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable
judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the
gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The
indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of
payment of any principal, interest, facility or commitment fees, rental or other lease payments, or
analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a)
shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the
extent such liability arises under any other Financing Document, including any liability arising
under this Agreement.



     (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable
out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any
experts and agents, that the Collateral Agent may incur in connection with (i) the administration
of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of,
collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the
exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party
hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions
hereof required to be performed or observed by it.



     (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive
the expiration, cancellation, termination or modification of this Agreement or the other Security
Documents, the resignation or removal of



36









 




the Collateral Agent, Depository Bank or Secured Parties and the provision of any subsequent
or additional indemnity by any Person.




     (d) All amounts due under this Section 9.01 shall be payable not later than 30 days after the
delivery of written demand to the Company therefor.



     Section 9.02. Amendments; Waivers, Etc. No amendment, modification or waiver of any
provision of this Agreement or any other Security Document, and no consent with respect to any
departure by the Collateral Agent, any other Secured Party or any Credit Party herefrom or
therefrom, shall be effective unless the same shall be in writing and signed by the Credit Parties
and the Collateral Agent in accordance with the Credit Agreement. Any such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given.



     Section 9.03. Security Interest Absolute And Waivers. (a) The obligations of each Credit
Party under or in respect of this Agreement or any other Security Document to which such Credit
Party is a party are independent of the Secured Obligations or any other obligations of any other
Credit Party under or in respect of the Financing Documents, and a separate action or actions may
be brought and prosecuted by the Collateral Agent against each Credit Party to enforce this
Agreement or any other Security Document to which such Credit Party is a party, irrespective of
whether any action is brought against the Company or any other Credit Party or whether the Company
or any other Credit Party is joined in any such action or actions. All rights of the Collateral
Agent and the other Secured Parties and the Liens granted by the Grantors hereunder, and all
obligations of each Credit Party hereunder, shall be unaffected by, and each Credit Party hereby
irrevocably waives (to the maximum extent permitted by applicable law) any defenses to its
obligations under the Security Documents that it may now have or may hereafter acquire, which
defenses in any way relate to, any or all of the following:




     (i) any lack of validity or enforceability of any Financing Document or any other
agreement or instrument relating thereto;




     (ii) any change in the time, manner or place of payment of, or in any other term of,
all or any of the Secured Obligations or any other obligations of any Credit Party under
or in respect of the Financing Documents or any other amendment or waiver of or any
consent to any departure from any Financing Document, including any increase in the
Secured Obligations resulting from the extension of additional credit to any Credit Party
or any of its Subsidiaries or otherwise;




     (iii) any Condemnation, exchange, release or non-perfection of any Collateral or any
other collateral, or any release, amendment or waiver



37









 







of, or consent to, or departure from any Guaranty of all or any of the Secured
Obligations;




     (iv) any manner of application of any Collateral or any other collateral, or proceeds
thereof, to all or any of the Secured Obligations, or any manner of sale or other
disposition of any Collateral or any other collateral for all or any of the Secured
Obligations or any other obligations of any Credit Party under or in respect of the
Financing Documents or any other assets of any Credit Party or any of its Subsidiaries;




     (v) any change, restructuring or termination of the corporate structure or existence
of any Credit Party or any of its Subsidiaries;




     (vi) any failure of any Secured Party to disclose to any Credit Party any information
relating to the business, condition (financial or otherwise), operations, performance,
assets, nature of assets, liabilities or prospects of any other Credit Party now or
hereafter known to such Secured Party (each Credit Party waiving any duty on the part of
the Secured Parties to disclose such information);




     (vii) the failure of any other Person to execute or deliver this Agreement or any
other Security Document, guaranty or agreement or the release or reduction of liability of
any Credit Party or other grantor or surety with respect to the Secured Obligations; or




     (viii) any other circumstance (including any statute of limitations) or any existence
of or reliance on any representation by any Secured Party that might otherwise constitute
a defense available to, or a discharge of, such Credit Party or any other Credit Party or
third party grantor of a secured interest, but specifically excluding any defense or
discharge arising as a result of performance or indefeasible payment.



     (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at
any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned
by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of
any Credit Party or otherwise, all as though such payment had not been made.



     (c) Each Credit Party hereby unconditionally and irrevocably waives promptness, diligence,
notice of acceptance, presentment, demand for performance, notice of nonperformance, default,
notice of intent to accelerate, acceleration, protest or dishonor and any other notice with respect
to any of the Secured Obligations and this Agreement or any other Security Document to which such
Credit Party is a party and any requirement that any Secured Party protect, secure, perfect or
insure any Lien or any property subject thereto or



38









 




exhaust any right or take any action against any Credit Party or any other Person or any
Collateral.




     (d) Each Credit Party hereby unconditionally and irrevocably waives any right to revoke this
Agreement or any other Security Document to which such Credit Party is a party and acknowledges
that this Agreement or any other Security Document to which such Credit Party is a party is
continuing in nature and applies to all Secured Obligations, whether existing now or in the future.



     (e) Each Credit Party hereby unconditionally and irrevocably waives (i) any defense arising by
reason of any claim or defense based upon an election of remedies by the Collateral Agent that in
any manner impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of such Credit Party or other
rights of such Credit Party to proceed against any other Credit Party, any other guarantor or any
other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim
against or in respect of the obligations of such Credit Party hereunder.



     (f) Each Credit Party and each of the Secured Parties confirms that it is the intention of all
such Persons that this Agreement, the other Security Documents and the obligations of each Credit
Party hereunder or thereunder do not constitute a fraudulent transfer or fraudulent conveyance for
purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar foreign, federal or state law to the extent applicable to this
Agreement, any other Security Document and the obligations of each Credit Party hereunder or
thereunder or in connection with any Insolvency Proceeding in respect of any Credit Party. To
effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the
Subsidiary Grantors hereby irrevocably agree that the obligations of each Subsidiary Grantor under
this Agreement and the other Security Documents at any time shall not exceed the maximum amount as
will result in the obligations of such Subsidiary Grantor under this Agreement and the other
Security Documents not constituting a fraudulent transfer or fraudulent conveyance (after giving
effect to Section 2.02 of the Subsidiary Guarantee Agreement).



     (g) Each Credit Party acknowledges that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by the Security Documents and that the
waivers set forth in this Section 9.03 are knowingly made in contemplation of such benefits.



     Section 9.04. Notices; Etc. (a) Except in the case of notices and other communications
expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and
other communications provided for herein



39









 




shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:





     (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its
address specified in or pursuant to Section 10.01 of the Credit Agreement;




     (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant
to clause (i) above;




     (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional
Trust Services, 4 New York Plaza, 21st Floor, New York, New York 10004, Attention of Linda
Ramos-McCollum (Telecopy No. (212) 623-6168.



     (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or
the Depository Bank hereunder may be delivered or furnished by electronic communications. The
Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices or communications.



     (c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given and effective, if sent by mail or courier on the date of delivery
thereof to the address specified herein for such notice, or if by telecopier when the answerback is
received or if by other means, on the date of receipt; provided that a notice given by telecopier
or electronic communication in accordance with this Section 9.04 but received on any day other than
a Business Day or after business hours in the place of receipt, will be deemed to be received on
the next Business Day in that place.



     Section 9.05. Continuing Security Interest; Assignments. This Agreement and each other
Security Document shall create a continuing security interest in the Collateral and shall (a)
remain in full force and effect until terminated in accordance with its terms, (b) be binding upon
each Credit Party, its successors and assigns and (c) inure, together with the rights and remedies
of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective
successors, transferees and assigns. Without limiting the generality of the foregoing clause (c),
each Secured Party may assign, sell or otherwise transfer all or any portion of its rights and
obligations in respect of any Secured Obligations held by it to any other Person, and such other
Person shall thereupon become



40









 




vested with all the benefits in respect thereof granted to such Secured Party herein or
otherwise, in each case subject to the Financing Documents.




     Section 9.06. [Reserved].



     Section 9.07. Execution In Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an executed counterpart of
a signature page to this Agreement by telecopier shall be effective as delivery of an original
executed counterpart of this Agreement.



     Section 9.08. Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, then to the extent permitted by law, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



     Section 9.09. Integration. This Agreement and the other Financing Documents represent the
agreement of the parties hereto with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by any party relative to subject matter
hereof not expressly set forth or referred to herein or in the other Financing Documents.



     Section 9.10. No Partnership. Nothing contained in this Agreement and no action by any
Secured Party is intended to constitute or shall be deemed to constitute the Secured Parties (or
any of them) a partnership, association, joint venture or other entity.



     Section 9.11. No Reliance. No Secured Party has relied on any representation or warranty of
any other Secured Party with respect to this Agreement and the transactions contemplated hereunder
unless such representation or warranty has been set forth expressly in this Agreement.



     Section 9.12. Release. On the date hereof, without further action by any party to this
Agreement or the Existing Security Agreement, each of the Released Parties shall cease to be a
Subsidiary Grantor under the Existing Security Agreement, and shall not be deemed a Subsidiary
Grantor under this Agreement.



     Section 9.13. No Impairment. Nothing in this Agreement is intended or shall be construed to
impair, diminish or otherwise adversely affect any other rights the Secured Parties may have or may
obtain against the Company, any other Credit Party or any other Person.



     Section 9.14. Equitable Remedies. Each party to this Agreement acknowledges that the breach
by it of any of the provisions of this Agreement is



41









 




likely to cause irreparable damage to the other party. Therefore, the relief to which any
party shall be entitled in the event of any such breach or threatened breach shall include, but not
be limited to, a mandatory injunction for specific performance, injunctive or other judicial relief
to prevent a violation of any of the provisions of this Agreement, damages and any other relief to
which it may be entitled at law or in equity.




     Section 9.15. Remedies. (a) Other than as stated expressly herein, no remedy herein
conferred upon the Collateral Agent or any other Secured Party is intended to be exclusive of any
other remedy and each and every such remedy shall be cumulative and shall be in addition to every
other remedy given under this Agreement or the other Financing Documents, or now or hereafter
existing at law or in equity or by statute or otherwise.



     (b) As between the Credit Parties and each Secured Party, it is agreed that the amounts
payable by the Company at any time in respect of the Secured Obligations shall be a separate and
independent debt and each Secured Party shall be entitled, subject to Section 6.03, to protect and
enforce its rights arising out of the Financing Documents to which it is a party and its right,
pursuant to the terms of any Financing Document to which it is a party, to cancel or suspend its
commitments thereunder and to accelerate the maturity of any of the Secured Obligations, in each
case in accordance with the applicable Financing Documents, and, except as aforesaid, it shall not
be necessary for any other Secured Party to consent to, or be joined as an additional party in, any
proceedings for such purposes.



     (c) In case the Collateral Agent shall have proceeded to enforce any right, remedy or power
under this Agreement or any other Security Document and the proceeding for the enforcement thereof
shall have been discontinued or abandoned for any reason or shall have been determined adversely to
the Collateral Agent, then and in every such case the Credit Parties and the Secured Parties shall,
subject to any effect of or determination in such proceeding, severally and respectively be
restored to their former positions and rights under this Agreement or any other Security Document
and thereafter all rights, remedies and powers of the Secured Parties shall continue as though no
such proceeding had been taken.



     Section 9.16. Limitations. (a) The obligations, liabilities or responsibilities of any
party hereunder shall be limited to those obligations, liabilities or responsibilities expressly
set forth and attributed to such party pursuant to this Agreement or otherwise applicable under
Applicable Law.



     (b) In no event shall any Secured Party be liable for, and each of the Credit Parties hereby
agrees not to assert any claim against any Secured Party, on any theory of liability, for
consequential, incidental, indirect, punitive or special



42









 




damages arising out of or otherwise relating to this Agreement, the other Financing Documents,
any of the transactions contemplated herein or therein, or the actual or proposed use of the
proceeds of any Loan, Letter of Credit or Secured Hedging Agreement.




     Section 9.17. Survival. Notwithstanding anything in this Agreement to the contrary, Sections
9.01, 9.17, 9.19, 9.20 and 9.21 shall survive any termination of this Agreement. In addition, each
representation and warranty made or deemed to be made hereunder shall survive the Effective Date.



     Section 9.18. [Reserved].



     Section 9.19. Jurisdiction, Etc. (a) Each of the parties hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York, sitting in New York County, and of the United States
District Court for the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to
this Agreement or any of the other Security Documents to which it is a party or under which it is a
beneficiary, or for recognition or enforcement of any judgment obtained in any such action or
proceeding, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring
any action or proceeding relating to this Agreement, the Security Documents or any of the other
Financing Documents in the courts of any jurisdiction.



     (b) Each of the parties irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the
other Security Documents to which it is a party in any court referred to in paragraph Error!
Reference source not found. of this Section. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.



     (c) Each party to this Agreement irrevocably consents to service of process in any action or
proceeding referred to in this Section 9.19 by the mailing thereof by certified mail, return
receipt requested, addressed as provided in Section 9.04(a), with a copy thereof to the “General
Counsel” of such Person at



43









 




such same address. Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.




     Section 9.20. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     Section 9.21. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.




44











 





     IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written.



	 	 	 	 	 	 	 
	THE COMPANY	 	EL PASO CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: John Hopper
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	PIPELINE COMPANY BORROWERS:	 	EL PASO NATURAL GAS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: John Hopper
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TENNESSEE GAS PIPELINE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John Hopper
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	SUBSIDIARY GRANTORS:	 	EL PASO EPNG INVESTMENTS, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: John Hopper
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	EL PASO TENNESSEE PIPELINE CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John Hopper
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	EL PASO TGPC INVESTMENTS, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John Hopper
	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 
	RELEASED PARTIES:	 	EL PASO CNG COMPANY, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: John Hopper
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	EL PASO NORIC INVESTMENTS III, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John Hopper
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	EPPP CIG GP HOLDINGS, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John Hopper
	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 
	COLLATERAL AGENT:	 	JPMORGAN CHASE BANK, N.A., as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	DEPOSITORY BANK:	 	JPMORGAN CHASE BANK, N.A., as Depository Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 






SCHEDULE I




SUBSIDIARY GRANTORS



El Paso EPNG Investments, L.L.C.

El Paso Tennessee Pipeline Co.

El Paso TGPC Investments, L.L.C.




Schedule I




1









 





SCHEDULE II




INITIAL PLEDGED EQUITY



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage
	 	 	 	 	Jurisdiction	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	of
	 	 	 	 	of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding
	 	 	 	 	Organization	 	Class of	 	 	 	 	 	 	 	 	 	Number	 	Equity
	Name of	 	 	 	of	 	Equity	 	 	 	 	 	Certificate	 	of	 	Interests of
	Grantor	 	Name of Issuer	 	Issuer	 	Interest	 	Par Value	 	No.	 	Shares	 	Issuer
	El Paso EPNG
Investments, L.L.C.

	 	El Paso Natural Gas

Company
	 	Delaware
	 	Common Stock
	 	 	1.00	 	 	 	2	 	 	 	1,000	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	El Paso Tennessee
Pipeline Co.

	 	El Paso TGPC
Investments, L.L.C.
	 	Delaware
	 	Membership Interests
	 	 	n/a	 	 	 	1	 	 	 	n/a	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	El Paso TGPC
Investments, L.L.C.

	 	Tennessee Gas

Pipeline Company
	 	Delaware
	 	Common Stock
	 	 	5.00	 	 	 	4	 	 	 	208	 	 	 	100	%






Schedule I




1









 





SCHEDULE III




NAME, LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION,

AND ORGANIZATIONAL IDENTIFICATION NUMBER



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Type of	 	Jurisdiction of	 	Organizational
	Company Name	 	Location	 	Chief Executive Office	 	Organization	 	Organization	 	I.D. No.
	El Paso Corporation

	 	Delaware
	 	El Paso Building

1001 Louisiana St.

Houston, Texas 77002
	 	Corporation
	 	Delaware
	 	 	2884676	 
	El Paso EPNG Investments, L.L.C.

	 	Delaware
	 	El Paso Building

1001 Louisiana St.

Houston, Texas 77002
	 	Limited Liability

Company
	 	Delaware
	 	 	3640051	 
	El Paso Tennessee Pipeline Co.

	 	Delaware
	 	El Paso Building

1001 Louisiana St.

Houston, Texas 77002
	 	Corporation
	 	Delaware
	 	 	2140052	 
	El Paso TGPC Investments, L.L.C.

	 	Delaware
	 	El Paso Building 

1001 Louisiana St.

Houston, Texas 77002
	 	Limited Liability

Company
	 	Delaware
	 	 	3640033	 






Schedule III




1









 








SCHEDULE IV




CHANGES

Scope: Within Last 5 Years Prior to Effective Date



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Changes in	 	Changes in the	 	Changes in the	 	Changes in the
	 	 	Changes in the	 	Changes in	 	the Chief	 	Type of	 	Jurisdiction of	 	Organizational
	Company	 	Company Name	 	Location	 	Executive Office	 	Organization	 	Organization	 	I.D. No.
	El Paso Corporation

	 	None
	 	None
	 	None
	 	None
	 	None
	 	None
	El Paso EPNG Investments, L.L.C.

	 	None
	 	None
	 	None
	 	None
	 	None
	 	None
	El Paso Tennessee Pipeline Co.

	 	None
	 	None
	 	None
	 	None
	 	None
	 	None
	El Paso TGPC Investments, L.L.C.

	 	None
	 	None
	 	None
	 	None
	 	None
	 	None






Schedule VI





1









 








SCHEDULE V




SECURED HEDGING AGREEMENTS


1. None.




Schedule V



1









 





EXHIBIT A




FORM OF OFFICER’S CERTIFICATE FOR QUALIFIED INVESTMENTS



     The undersigned hereby certifies that [he/she] is the duly appointed [President,
Vice-President, Treasurer, or Chief Financial Officer] of El Paso Corporation, a Delaware
corporation (the “Company”), and that, as such, [he/she] is authorized to execute and deliver this
certificate of the Company pursuant to Section 4.03(e) of that certain Third Amended and Restated
Security Agreement, dated as of November ___, 2007 among the Company, the Pipeline Company
Borrowers, the Subsidiary Grantors and JPMorgan Chase Bank N.A. (“JPMCB”), in its capacity as
Collateral Agent for the Secured Parties and Depository Bank (as amended, supplemented or otherwise
modified from time to time, the “Security Agreement”.



     The undersigned hereby directs, on behalf of the Company, that $                     (the “Transfer
Amount”) be withdrawn from [the Qualified Investments Account] [identify applicable Qualified
Investments Subaccount] and transferred to [                    ] (the “Restricted Subsidiary”)
pursuant to Section 4.03(e) of the Security Agreement.



     The undersigned further certifies, on behalf of the Company, that (i) the Transfer Amount
resulted from a Disposition of Covered Assets of the Restricted Subsidiary; [(ii) if the Restricted
Subsidiary is a FERC-Related Restricted Subsidiary; all funds retained by the Restricted Subsidiary
pursuant to Section 4.03(a) of the Security Agreement from the Net Cash Proceeds of all of such
Restricted Subsidiary’s Dispositions of Covered Assets prior to the date hereof have been, or (by
making the Qualified Investment(s) described in clause (iii) below) will be, used to make Qualified
Investments;] and (iii) the Restricted Subsidiary will invest the Transfer Amount as follows, which
investment constitutes one or more Qualified Investments: [Describe Qualified Investments to be
made with the Transfer Amount].



     Each capitalized term used but not defined herein shall have the meaning ascribed thereto in
the Security Agreement.



     This certificate shall be governed by, and construed and interpreted in accordance with, the
laws of the State of New York.



     IN WITNESS WHEREOF, I have set my hand on this certificate this ___ day of                     ,          
            .



	 	 	 	 	 	 	 
	 	 	EL PASO CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit A





1









 








SCHEDULE VI




MATERIAL AGREEMENTS OF EL PASO CORPORATION



     a. Indenture, dated as of July 21, 2003, between El Paso Natural Gas Company and Wilmington
Trust Company, as Trustee.




     (i) First Supplemental Indenture, dated as of April 4, 2007.



     b. Indenture, dated as of May 10, 1999, between El Paso Corporation (f/k/a El Paso Energy
Corporation) and The Chase Manhattan Bank (now by merger JPMorgan Chase Bank and subsequently
replaced by HSBC Bank USA).




     (i) First Supplemental Indenture dated as of May 10, 1999 ($500 Million 6.75% Senior
Notes due May 15, 2009).




     (ii) Sixth Supplemental Indenture dated as of May 14, 2001 ($500 Million 7% Notes due
May 15, 2011).




     (iii) Seventh Supplemental Indenture dated as of June 10, 2002 ($600 Million 7.875%
Notes due June 15, 2012 (Private Placement)).




     (iv) Eighth Supplemental Indenture dated as of June 26, 2002 (up to $575 Million
6.14% Senior Notes due 8/16/07).




     (v) Ninth Supplemental Indenture dated as of July 1, 2005 (Remarked $272,102,350 of
6.14% Senior Note due August 16, 2007 issued pursuant to the Eight Supplemental Indenture
dated June 26, 2002 (held as collateral for the Purchase Contract portion of the Equity
Security Units) for $272,102,000 of 7.625% Senior Notes due August 16, 2007).




     (vi) Tenth Supplemental Indenture dated as of December 28, 2005 (10.75% Senior Notes
due 2010, 9.625% Senior Notes due 2012, 7.75% Senior Notes due 2032, 7.42% due 2037, 6.95%
Senior Notes due 2028, 6.375% Senior Notes due 2009, 7.75% Senior Notes due 2010, 6.50%
Senior Notes due 2008, 7.625% Senior Notes due 2008, 6.50% Senior Notes due 2006, 6.70%
Senior Notes due 2027, 7.50% Senior Notes due 2007).




     (vii) Eleventh Supplemental Indenture dated as of August 31, 2006 (for the issuance
of up to $150,000,000 of 7.75% Medium Term Notes due 2032 or 2035, as applicable, to be
exchanged for 7.75% Senior Notes due 2032 or 7.75% Senior Debentures due October 15,
2035).



Third Amended and Restated Credit Agreement


Exhibit E - Page 1




 









 






     (viii) $300 Million 8.05% Global Medium Term Notes (Senior Fixed Rate Notes), due
October 15, 2030, as described in the Pricing Supplement No. 1 dated October 5, 2000 to
Supplemental Prospectus
dated December 14, 1999 and Base Prospectus dated December 3, 1999, Registration No.
333-86049.




     (ix) $300 Million 7.375% Global Medium Term Notes (Senior Fixed Rate Notes), due
December 15, 2012, as described in the Pricing Supplement No. 2 dated December 6, 2000 to
Supplemental Prospectus dated December 14, 1999 and Base Prospectus dated December 3,
1999, Registration No. 333-86049.




     (x) $300 Million 6.95% Global Medium Term Notes (Senior Fixed Rate Notes), due
December 15, 2007, as described in the Pricing Supplement No. 3 dated December 14, 2000,
to Supplemental Prospectus dated December 13, 2000, to Base Prospectus dated December 3,
1999, Registration No. 333-86049.




     (xi) $700 Million 7.8% Global Medium Term Notes (Senior Fixed Rate Notes), due August
1, 2031, as described in the Pricing Supplement No. 01 dated July 25, 2001, to
Supplemental Prospectus dated July 24, 2001, to Base Prospectus dated May 4, 2001,
Registration No. 333-59704.




     (xii) $1,100 Million 7.75% Global Medium Term Notes (Senior Fixed Rate Notes), due
January 15, 2032, as described in the Pricing Supplement No. 01 dated January 9, 2002 to
Prospectus Supplement dated January 7, 2002, to Base Prospectus dated May 4, 2001.




     (xiii) Twelfth Supplemental Indenture dated as of June 18, 2007 ($375,000,000 6.875%
Senior Notes due 2014, $900,000,000 7.000% Senior Notes due 2017).



     c. Indenture dated as of March 1, 1998 between El Paso Natural Gas Company (by assignment now
El Paso Corporation) and The Chase Manhattan Bank (by merger now JPMorgan Chase Bank and
subsequently replaced by Law Debenture Trust Company).




     (i) First Supplemental Indenture dated as of March 17, 1998 ($334.75 Million 4.75%
Convertible Subordinated Debentures due March 17, 2028, El Paso Energy Capital Trust I).




     (ii) Second Supplemental Indenture dated August 1, 1998 (the Holding Company
formation transaction which authorized the merger of



Schedule VI





2









 









El Paso Natural Gas Company with El
Paso Merger Company, with El Paso Natural Gas Company as the surviving corporation, and
then El Paso Natural Gas Company stock was converted to into El Paso Energy
Corporation (now El Paso Corporation) common stock and the debt was assumed by El
Paso Corporation).




     (iii) Amended and Restated Declaration of Trust of El Paso Energy Capital Trust I,
dated as of March 16, 1998, among El Paso Natural Gas Company, Chase Manhattan Bank, Chase
Manhattan Bank Delaware and Administrative Trustees.



     d. Indenture, dated as of November 13, 1996, between El Paso Natural Gas Company and
Wilmington Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank).




     (i) First Supplemental Indenture dated as of June 10, 2002 ($300 Million 8.375% Notes
due June 15, 2032).




     (ii) Second Supplemental Indenture dated as of April 4, 2007 ($355 Million 5.95%
Notes due April 15, 2017).



     e. Indenture, dated as of January 1, 1992, between El Paso Natural Gas Company and Wilmington
Trust Company (as successor to Citibank, N.A.).



     f. Indenture, dated as of June 1, 1986, between Sonat Inc. (by merger now El Paso Corporation)
and Manufacturers Hanover Trust Company (by merger now JPMorgan Chase Bank and subsequently
replaced by HSBC BANK USA).




     (i) First Supplemental Indenture dated as of June 1, 1995 (Various amendments).




     (ii) Second Supplemental Indenture dated as of October 25, 1999 (assumption of Sonat
obligations under Indenture dated June 1, 1986).




     (iii) $100 Million 6.75% Notes due October 1, 2007, as described in the Prospectus
Supplement dated September 25, 1997 to Prospectus dated July 27, 1993.




     (iv) $100 Million 6.625% Notes due February 1, 2008, as described in the Prospectus
Supplement dated January 27, 1998 to Prospectus dated July 27, 1993.



Schedule VI




3









 









     (v) $100 Million 7% Notes due February 1, 2018, as described in the Prospectus
Supplement dated January 29, 1998 to Prospectus dated July 27, 1993.




     (vi) $600 Million 7.625% Notes due July 15, 2011, as described in the Prospectus
Supplement dated July 7, 1999 to Prospectus dated September 9, 1998.



     g. Indenture, dated as of March 30, 1992, between Valero Energy Corporation (by merger PG&E
Gas Transmission, Texas Corporation, then El Paso Gas Transmission Company (“GTT”) and now El Paso
Corporation) and Bankers Trust Company (by merger now Deutsche Bank Trust Company Americas).




     (i) First Supplemental Indenture dated as of March 13, 1995 (authorized the issuance
of $284 Million in Medium-Term Notes, various interest rates and maturities, 9 months to
30 years).




     (ii) Second Supplemental Indenture dated as of March 11, 2002 (conform Indenture
dated March 30, 1992 to El Paso Corporation May 10, 1999 Indenture).




     (iii) Third Supplemental Indenture dated as of April 5, 2002 (merged GTT into El Paso
Corporation).



     h. Indenture, dated as of October 1, 1990 between El Paso CGP Company, L.L.C. (f/k/a El Paso
CGP Company and The Coastal Corporation) and The Bank of New York Trust Company, N.A. (f/k/a The
Bank of New York) ($150 Million 10.75% Senior Debentures due October 1, 2010).




     (i) First Supplemental Indenture, dated as of December 27, 2005 (various amendments
required to conform El Paso CGP Company, L.L.C. October 1, 1990 Indenture to El Paso
Corporation May 10, 1999 Indenture).




     (ii) Second Supplemental Indenture, dated as of December 31, 2005 among El Paso CGP
Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso CGP Company, L.L.C., assets were transferred to El Paso
Corporation and El Paso Corporation assumed the debt of El Paso CGP Company, L.L.C.).



     i. Indenture, dated as of May 15, 1992 between El Paso CGP Company, L.L.C. (f/k/a El Paso CGP
Company and The Coastal Corporation) and



Schedule VI




4









 







Bank of Montreal Trust Company (subsequently replaced by
The Bank of New York Trust Company, N.A.).





     (i) First Supplemental Indenture, dated as of May 20, 1992 ($150 Million 9.625%
Senior Debentures due May 15, 2012).




     (ii) Second Supplemental Indenture, dated as of December 27, 2005 (various amendments
required to conform El Paso COP Company, L.L.C. May 15, 1992 Indenture to El Paso
Corporation May 10, 1999 Indenture).




     (iii) Third Supplemental Indenture, dated as of December 31, 2005 among El Paso COP
Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso COP Company, L.L.C. assets were transferred to El Paso
Corporation and El Paso Corporation assumed the debt of El Paso COP Company, L.L.C.).



     j. Indenture, dated as of September 15, 1992 between El Paso COP Company, L.L.C. (f/k/a El
Paso COP Company and The Coastal Corporation) and NationsBank, N.A. (subsequently replaced by The
Bank of New York Trust Company, RA.).




     (i) Second Supplemental Indenture dated as of October 19, 1995 ($150 Million 7.75%
Senior Debentures due October 15, 2035).




     (ii) Third Supplemental Indenture, dated as of December 27, 2005 (various amendments
required to conform El Paso COP Company, L.L.C. September 15, 1992 Indenture to El Paso
Corporation May 10, 1999 Indenture).




     (iii) Fourth Supplemental Indenture, dated as of December 31, 2005 among El Paso COP
Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso COP Company, L.L.C. assets were transferred to El Paso
Corporation and El Paso Corporation assumed the debt of El Paso COP Company, L.L.C.).



     k. Indenture, dated as of February 24, 1997 between El Paso COP Company, L.L.C. (f/k/a El Paso
COP Company and The Coastal Corporation) and Harris Trust and Savings Bank (subsequently replaced
by The Bank of New York Trust Company, N.A.).




     (i) First Supplemental Indenture dated as of February 24, 1997 ($200 Million 6.70%
Senior Debentures due February 15, 2027, put date February 15, 2007).



Schedule VI




5









 






     (ii) Second Supplemental Indenture dated as of February 24, 1997 ($200 Million 7.42%
Senior Debentures due February 15, 2037).




     (iii) Third Supplemental Indenture dated as of June 5, 1998 ($200 Million 6.5% Senior
Debentures due June 1, 2008).




     (iv) Fourth Supplemental Indenture dated as of June 5, 1998 ($200 Million 6.95%
Senior Debentures due June 1, 2028).




     (v) Fifth Supplemental Indenture dated as of February 10, 1999 ($200 Million 6.375%
Senior Debentures due February 1, 2009).




     (vi) Eighth Supplemental Indenture dated as of June 16, 2000 ($400 Million 7.75%
Notes due June 15, 2010).




     (vii) Eleventh Supplemental Indenture dated as of September 6, 2000 ($215 Million
7.625% Notes due 9/1/08).




     (viii) Twelfth Supplemental Indenture, dated as of December 27, 2005 (various
amendments required to conform El Paso CGP Company, L.L.C. February 24, 1997 Indenture to
El Paso Corporation May 10, 1999 Indenture).




     (ix) Thirteenth Supplemental Indenture, dated as of December 31, 2005 among El Paso
CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso CGP Company, L.L.C. assets were transferred to El Paso
Corporation and El Paso Corporation assumed the debt of El Paso CGP Company, L.L.C.).



     l. Indenture, dated as of March 4, 1997, between Tennessee Gas Pipeline Company and Wilmington
Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank).




     (i) First Supplemental Indenture dated as of March 13, 1997 ($300 Million 7.5%
Debentures due April 1, 2017).




     (ii) Second Supplemental Indenture dated as of March 13, 1997 ($300 Million 7%
Debentures due March 15, 2027).




     (iii) Third Supplemental Indenture dated as of March 13, 1997 ($300 Million 7.625%
Debentures due April 1, 2037).




     (iv) Fourth Supplemental Indenture dated as of October 9, 1998 ($400 Million 7%
Debentures due October 15, 2028).



Schedule VI




6









 









     (v) Fifth Supplemental Indenture dated June 10, 2002 ($240 Million 8.375% Senior
Notes due June 15, 2032).



     m. Indenture, dated as of March 15, 1988, between Tenneco, Inc. (now El Paso Tennessee
Pipeline Co.) and The Chase Manhattan Bank (now by merger
JPMorgan Chase Bank and subsequently replaced by Wilmington Trust Company).




     (i) Second Supplemental Indenture dated as of March 30, 1988 ($250 Million 10%
Debentures due March 15, 2008, outstanding balance $26.4 Million).




     (ii) Tenth Supplemental Indenture dated as of November 15, 1992 ($150 Million 9%
Debentures due November 15, 2012, outstanding principal $1.1 Million).




     (iii) Twelfth Supplemental Indenture dated as of December 15, 1995 ($300 Million
7.25% Debentures due December 15, 2025, outstanding principal $23.2 Million).




     (iv) Thirteenth Supplemental Indenture dated as of December 10, 1996.



     n. Indenture, dated as of December 15, 1981, between Tenneco Inc. (now Tennessee Gas Pipeline
Company) and The Chase Manhattan Bank (by merger now JPMorgan Chase Bank and subsequently replaced
by Wilmington Trust Company) ($400 Million 6% Debentures due December 15, 2011, current balance
$85.8 Million).




     (i) First Supplemental Indenture dated as of December 10, 1996.




     (ii) Second Supplemental Indenture dated as of December 10, 1996.



     o. Fiscal Agency Agreement dated May 6, 2002 among El Paso Corporation, Citibank, N.A. and
Societe Generale Bank and Trust, 6 S.A. relating to €500 Million 7.125% Euro Notes due May 6, 2009.



     p. Credit Agreement dated as of June 20, 2007, among El Paso Corporation, the Lenders party
thereto, Citicorp USA, Inc., as Administrative Agent and as Issuing Agent, and the Bank of New York
as Paying Agent.




     (i) The Reimbursement Agreement dated as of June 20, 2007, between El Paso
Corporation and Citibank, N. A.



Schedule VI




7









 









     (ii) Credit Agreement First Amendment dated as of August 28, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (iii) Credit Agreement Second Amendment dated as of September 6, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (iv) Credit Agreement Third Amendment dated as of September 17 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (v) Credit Agreement Fourth Amendment dated as of September 20, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (vi) Credit Agreement Fifth Amendment dated as of September 28, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (vii) Credit Agreement Sixth Amendment dated as of October 3, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (viii) Credit Agreement Seventh Amendment dated as of October 11, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (ix) Credit Agreement Eighth Amendment dated as of October 18, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.



     q. Other Credit and Facility Agreements




     (i) Discretionary Facility Agreement dated as of February 21, 2003, between El Paso
Corporation and Compass Bank.




     (ii) Credit Agreement dated July 19, 2006 among El Paso Corporation and Deutsche Bank
AG New York Branch as Initial Lender and Issuing Bank and Deutsche Bank AG New York Branch
as Administrative Agent and Collateral Agent.




     (iii) First Tier Receivables Sale Agreement dated August 31, 2006, between Tennessee
Gas Pipeline Company and TGP Finance Company, L.L.C.



Schedule VI




8









 









     (iv) Second Tier Receivables Sale Agreement dated August 31, 2006, between TGP
Finance Company, L.L.C. and TGP Funding Company, L.L.C.




     (v) Receivables Purchase Agreement dated August 31, 2006, among TGP Funding Company,
L.L.C., Tennessee Gas Pipeline Company, Starbird Funding Corporation, the other investors
from time to time parties thereto, BNP Paribas, New York Branch, and the other Managing
Agents from time to time parties thereto.




     (a) Amendment No 1, dated as of December 1, 2006, to the
Receivables Purchase Agreement dated as of August 31, 2006, among TGP
Funding Company, L.L.C., Tennessee Gas Pipeline Company, Starbird
Funding Corporation and the other funding entities from time to time
party thereto, BNP Paribas, New York Branch, and the other financial
institutions from time to time party thereto.




     (vi) Facility Agreement dated as of January 4, 2007, between El Paso Corporation and
Morgan Stanley Capital Services Inc.



     r. Letters of Credit with a Face Amount Exceeding $50,000,000




     (i) Application and Agreement for irrevocable Standby Letter of Credit, dated as of
December 15, 2004, by El Paso Corporation to JPMorgan Chase Bank, N.A., in favor of
Midland Cogeneration Venture Limited Partnership for the account of El Paso Marketing,
L.P. for the aggregate amount not exceeding $110 Million 100 Thousand.




     (ii) Application for Irrevocable Standby Letter of Credit, dated as of July 29, 2006
by El Paso Corporation to Deutsche Bank AG, New York Branch, in favor of Midland
Cogeneration Venture Limited Partnership for the account of El Paso Merchant Energy, L.P.
for the aggregate amount not exceeding $74 Million.




     (iii) Application for Irrevocable Standby Letter of Credit, dated as of September 1,
2005, by El Paso Corporation to Deutsche Bank AG, New York Branch, in favor of Williams
Power Company for the account of El Paso Merchant Energy, L.P. for the aggregate amount
not exceeding $219 Million 900 Thousand.




     (iv) Application for Standby Letter of Credit, dated as of November 10, 2006, by El
Paso Corporation to BNP Paribas in favor of



Schedule VI




9









 









Southeast Supply Header, LLC for the account
of Southern Natural Gas Company in the amount of $60 Million.




     (v) Application for Standby Letter of credit, dated as of July 19, 2006, by El Paso
Corporation to Deutsche Bank AG, New York
Branch, in favor of Morgan Stanley Capital Group Inc. for the account of El Paso
Marketing, L.P. in the amount of $184 Million.




     (vi) Application for Irrevocable Standby Application for Irrevocable Standby Letter
of Credit, dated as of February 6, 2007, by El Paso Corporation to Fortis Bank S.A./N.V.,
in favor of Morgan Stanley Capital Group Inc. for the account of El Paso Marketing, L.P.
for the aggregate amount not exceeding $162 Million 100 Thousand.




     (vii) Application for Irrevocable Standby Letter of Credit, dated as of September 24,
2003, by El Paso Corporation to JPMorgan Chase Bank, N.A., in favor of Morgan Stanley
Capital Group Inc. for the account of El Paso Marketing, L.P. for the aggregate amount not
exceeding $85 Million 750 Thousand.



     s. ISDA Master Agreements




     (i) 1992 ISDA Master Agreement dated October 24, 2001, between El Paso Corporation
and Credit Suisse First Boston International.




     (ii) 1992 ISDA Master Agreement dated March 5, 2001, between El Paso Corporation and
Westdeutsche Landesbank Girozentrale.




     (iii) 2002 ISDA Master Agreement dated August 29, 2003 between El Paso Corporation
and Citibank, N.A.




     (iv) 2002 ISDA Master Agreement dated June 24, 2004, between El Paso Corporation and
Deutsche Bank A.G.




     (v) 2002 ISDA Master Agreement dated November 22, 2004, between El Paso Corporation
and Citigroup Financial Products Inc.



     t. Various Guaranties and Other Documents




     (i) Guaranty Agreements dated as of July 12, 2005 and December 13, 2006, by El Paso
Corporation in favor of Mt. Franklin Insurance Ltd.




     (ii) Guaranty Agreement dated as of February 15, 2006, by El Paso Corporation in
favor of Coastal Offshore Insurance Ltd.



Schedule VI




10









 









     (iii) Guaranty Agreement dated as of April 25, 2006 by El Paso Corporation in favor
of Petroleo Brasileiro S.A. — Petrobas.




     (iv) Terms of 4.99% Convertible Perpetual Preferred Stock, pursuant to the Offering
Memorandum dated as of April 11, 2005 by El Paso Corporation.



Schedule VI




11









 





EXHIBIT E




FORM OF




THIRD AMENDED AND RESTATED

SUBSIDIARY GUARANTEE AGREEMENT



 









 





THIRD AMENDED AND RESTATED

SUBSIDIARY GUARANTEE AGREEMENT




made by



CERTAIN SUBSIDIARIES OF



EL PASO CORPORATION



in favor of



JPMORGAN CHASE BANK, N.A.,

as Collateral Agent,

for the benefit of the Secured Parties referred to herein




Dated as of November __, 2007




 









 





TABLE OF CONTENTS




 





	 	 	 	 	 
	 	 	Page
	ARTICLE 1
	 	 	 	 
	Defined Terms
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	2	 
	Section 1.02. Other Definitional Provisions
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 2
	 	 	 	 
	Guarantee
	 	 	 	 
	 
	 	 	 	 
	Section 2.01.Guarantee
	 	 	4	 
	Section 2.02.Right of Contribution
	 	 	5	 
	Section 2.03.No Subrogation
	 	 	5	 
	Section 2.04.Amendments, Etc. With Respect to the Guaranteed Obligations
	 	 	6	 
	Section 2.05. Guarantee Absolute And Unconditional
	 	 	6	 
	Section 2.06. Reinstatement
	 	 	7	 
	Section 2.07. Payments
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 3
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Amendments In Writing
	 	 	8	 
	Section 3.02. Notices
	 	 	8	 
	Section 3.03. No Waiver By Course of Conduct; Cumulative Remedies
	 	 	8	 
	Section 3.04. Enforcement Expenses; Indemnification
	 	 	8	 
	Section 3.05. Successors And Assigns
	 	 	9	 
	Section 3.06. Set-Off
	 	 	9	 
	Section 3.07. Counterparts
	 	 	10	 
	Section 3.08. Severability
	 	 	10	 
	Section 3.09. Section Headings
	 	 	10	 
	Section 3.10. Integration
	 	 	10	 
	Section 3.11. Governing Law
	 	 	11	 
	Section 3.12. Submission to Jurisdiction; Waivers
	 	 	11	 
	Section 3.13. Acknowledgements
	 	 	11	 
	Section 3.14. Releases
	 	 	12	 
	Section 3.15. WAIVER OF JURY TRIAL
	 	 	12	 
	Section 3.16. Sole Right of Enforcement; Demand Not Required
	 	 	12	 







i











 





THIRD AMENDED AND RESTATED

SUBSIDIARY GUARANTEE AGREEMENT




     This THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT (this “Agreement”), dated as of
November ___, 2007, made by each of the signatories hereto (each individually, a “Subsidiary
Guarantor” and collectively, the “Subsidiary Guarantors”), in favor of JPMorgan Chase Bank, N.A.
(“JPMCB”), as Collateral Agent (in such capacity, the “Collateral Agent”) for the ratable benefit
of (i) the banks and other financial institutions or entities (the “Lenders”) from time to time
parties to the Third Amended and Restated Credit Agreement, dated as of November ___, 2007 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among El
Paso Corporation, a Delaware corporation (the “Company”), certain of its Subsidiaries as Pipeline
Company Borrowers (the “Pipeline Company Borrowers”), the Lenders and JPMCB, as administrative
agent and collateral agent thereunder, and (ii) the other Secured Parties (as defined in the
Security Agreement identified below).



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make
extensions of credit to the Company and the Pipeline Company Borrowers, the Issuing Banks have
agreed to issue Letters of Credit and the Administrative Agent and the Collateral Agent have agreed
to serve in such capacities, in each case upon the terms and subject to the conditions set forth
therein;



     WHEREAS, the Subsidiary Guarantors and the Collateral Agent on behalf of the Lenders and other
Secured Parties have entered into that certain Amended and Restated Subsidiary Guarantee Agreement
dated as of July 31, 2006 (the “Existing Subsidiary Guarantee Agreement”) with respect to the
guarantees made by the Subsidiary Guarantors to the Collateral Agent;



     WHEREAS, the Company and the Pipeline Company Borrowers are members of an affiliated group of
companies that includes each Subsidiary Guarantor (the “Affiliated Group”);



     WHEREAS, the Company, the Pipeline Company Borrowers and the Subsidiary Guarantors have
entered into the Third Amended and Restated Security Agreement dated as of the date hereof (as
amended, supplemented or otherwise modified from time to time, the “Security Agreement”) with the
Collateral Agent and JPMCB, in its capacity as Depository Bank, pursuant to which, inter alia, the
Company and the Subsidiary Guarantors have pledged certain property and assets as collateral to the
Collateral Agent for the ratable benefit of the Secured Parties to secure the respective
obligations of the Company and the Subsidiary Guarantors under the Credit Agreement and this
Agreement; and



 









 





     WHEREAS, the proceeds of the extensions of credit made under the Credit Agreement may be used
in part to enable the Borrowers to make valuable transfers to one or more of the Subsidiary
Guarantors and the other Restricted Subsidiaries in connection with the operation of their
respective businesses;



     WHEREAS, the Company, the Pipeline Company Borrowers, the Subsidiary Guarantors and the other
Restricted Subsidiaries are engaged in related businesses, and each Subsidiary Guarantor will
derive substantial direct and indirect benefit from the making and availability of the extensions
of credit under the Credit Agreement; and



     WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that the
Subsidiary Guarantors shall have executed and delivered this Agreement to the Collateral Agent for
the ratable benefit of the Secured Parties;



     NOW, THEREFORE, in consideration of the premises and to induce the Agents, the Issuing Banks
and the Lenders to enter into the Credit Agreement, each Subsidiary Guarantor hereby agrees,
jointly and severally, with the Collateral Agent, for the benefit of the Secured Parties that the
Existing Subsidiary Guarantee Agreement shall be amended and restated in its entirety as follows:



ARTICLE 10

Defined Terms




     Section 10.01. Definitions. Unless otherwise defined herein, terms defined in the Credit
Agreement and/or the Security Agreement are used herein as therein defined.



     The following terms have the following meanings:



     “Agreement” has the meaning set forth in the introductory paragraph hereof.



     “Company” has the meaning set forth in the introductory paragraph hereof.



     “Credit Agreement” has the meaning set forth in the introductory paragraph hereof.



     “Guarantee Release Date” has the meaning set forth in Section 2.01(d).



     “Guaranteed Obligations” means, with respect to each Subsidiary Guarantor, collectively, the
payment obligations of the Company, the Pipeline Company Borrowers and each other Subsidiary
Guarantor with respect to the Financing Documents to which such person is a party, in each case of
whatsoever nature and howsoever evidenced, due or to become due, now existing or hereafter



2









 




arising, whether direct or indirect, absolute or contingent, which may arise under, out of or
in connection with the obligations of the Company, the Pipeline Company Borrowers, or any other
Subsidiary Guarantor (as applicable) under the Financing Documents and any amendment, restatement
or modification of any of the foregoing, including, in each case to the extent owing by the
Company, the Pipeline Company Borrowers, or any Subsidiary Guarantor, as the case may be, the full
and punctual payment when due of any unpaid principal, interest (including interest accruing at any
post-default rate and Post-Petition Interest), fees, reimbursement obligations, guaranty
obligations, penalties, indemnities, legal and other fees, charges and expenses, and amounts
advanced and expenses incurred in order to (x) preserve any Collateral or the Transaction Liens and
(y) preserve any other property pledged to secure such obligations as collateral or the Liens and
security interests with respect thereto, whether due at stated maturity or by acceleration or
otherwise.




     “Indemnified Party” has the meaning set forth in Section 3.04(a).



     “Lenders” has the meaning set forth in the introductory paragraph hereof.



     “Maximum Liability” has the meaning set forth in Section 2.01(b).



     “Pipeline Company Borrowers” has the meaning set forth in the introductory paragraph hereof.



     “Security Agreement” has the meaning set forth in the recitals hereof.



     “Subsidiary Guarantors” has the meaning set forth in the introductory paragraph hereof.



     Section 10.02. Other Definitional Provisions. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and effect as the word
“shall”. Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such Person’s successors and
assigns, (c) any reference herein to any Applicable Law means such Applicable Law as amended,
modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time,
including rules and regulations promulgated thereunder and reference to any section or other
provision of any Applicable Law means that section or provision of such Applicable Law from time to
time in effect and any amendment, modification codification, replacement,



3









 




or reenactment of such section or other provision, (d) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (e) all references herein to Articles,
Sections, Exhibits, Appendices and Schedules shall be construed to refer to Articles and Sections
of, and Exhibits, Appendices and Schedules to, this Agreement, (f) all references to “days” shall
mean calendar days and (g) the words “asset” and “property” shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, Equity Interests, accounts and contract rights. This Agreement is the
result of negotiations among the parties hereto and their respective counsel. Accordingly, this
Agreement shall be deemed the product of all parties hereto, and no ambiguity in this Agreement
shall be construed in favor of or against any Credit Party or any Secured Party.




ARTICLE 11

Guarantee




     Section 11.01. Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and
severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the ratable
benefit of the Secured Parties and their respective indorsees and transferees, the prompt and
complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the
Guaranteed Obligations.



     (b) Each Subsidiary Guarantor, and by its acceptance of this Agreement and the rights
hereunder or benefits hereof the Collateral Agent and each other Secured Party, hereby agrees and
confirms that (i) it is the intention of all such Persons that this Agreement and the obligations
of such Subsidiary Guarantor under this Article 2 not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act
(as adopted by any applicable state), the Uniform Fraudulent Transfer Act (as adopted by any
applicable state) or any similar foreign, federal or state law to the extent applicable to this
Agreement and the obligations of such Subsidiary Guarantor under this Article 2 and (ii) the
aggregate liability of each Subsidiary Guarantor under this Article 2 and under the other Security
Documents at any time (but after giving effect to the right of contribution described in Section
2.02) shall not exceed the maximum amount (as to any Subsidiary Guarantor, its “Maximum Liability”)
that will result in the aggregate obligations of such Subsidiary Guarantor under this Article 2 and
under the Security Documents not constituting a fraudulent transfer or conveyance under Bankruptcy
Law or any of the other aforementioned acts and laws. For purposes hereof, “Bankruptcy Law” means
the Bankruptcy Code, or any similar foreign, federal or state law for the relief of debtors.



     (c) Each Subsidiary Guarantor agrees that the Guaranteed Obligations may at any time and from
time to time exceed the Maximum Liability of such Subsidiary Guarantor hereunder without impairing
the guarantee contained in this



4









 




Article 2 or affecting the rights and remedies of the Collateral Agent or any Secured Party
hereunder.




     (d) The guarantee contained in this Article 2 shall remain in full force and effect until the
later (the “Guarantee Release Date”) of (i) the Final Payment Date and (ii) the date on which all
payment obligations, if any, of each Subsidiary Guarantor in respect of the Guaranteed Obligations
and the payment obligations, if any, under the guarantee contained in this Article 2 shall have
been satisfied by indefeasible payment in full in cash.



     (e) No payment or payments made by the Company, any Pipeline Company Borrower, any of the
Subsidiary Guarantors, any other guarantor or any other Person, or received or collected by the
Collateral Agent or any Secured Party from the Company, any Pipeline Company Borrower, any of the
Subsidiary Guarantors, any other guarantor or any other Person, by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from time to time in
reduction of or in payment of Guaranteed Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Subsidiary Guarantor under this Article 2 which shall,
notwithstanding any such payment or payments (other than any payment or payments made by such
Subsidiary Guarantor in respect of the Guaranteed Obligations or any payment received or collected
from such Subsidiary Guarantor in respect of Guaranteed Obligations), remain liable for the
Guaranteed Obligations up to the Maximum Liability of such Subsidiary Guarantor under this Article
2 until the Guarantee Release Date.



     Section 11.02. Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the
extent that a Subsidiary Guarantor shall have paid or be obligated to pay more than its
proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to
contribution from and against any other Subsidiary Guarantor that has not paid its proportionate
share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the
terms and conditions of Section 2.03. The provisions of this Section 2.02 shall in no respect
limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the
Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the
Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.



     Section 11.03. No Subrogation. Notwithstanding any payment made by any Subsidiary Guarantor
hereunder or any set-off or application of funds of any Subsidiary Guarantor by the Collateral
Agent or any Secured Party, no Subsidiary Guarantor shall be entitled to be subrogated to any of
the rights of the Collateral Agent or any Secured Party against the Company or any other Subsidiary
Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent
or any Secured Party for the payment of Guaranteed Obligations, nor shall any Subsidiary Guarantor
seek or be entitled to seek any contribution or reimbursement from the Company or any other
Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until the
Guarantee



5









 




Release Date. If any amount shall be paid to any Subsidiary Guarantor on account of such
subrogation rights prior to the Guarantee Release Date, such amount shall be held by such
Subsidiary Guarantor in trust for the Collateral Agent and the Secured Parties, segregated from
other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary
Guarantor, be turned over to the Collateral Agent in the exact form received by such Subsidiary
Guarantor (duly indorsed by such Subsidiary Guarantor to the Collateral Agent, if required), to be
applied against Guaranteed Obligations, whether matured or unmatured, in accordance with the terms
and provisions of the Credit Agreement and Security Agreement.




     Section 11.04. Amendments, Etc. With Respect to the Guaranteed Obligations. Each Subsidiary
Guarantor shall remain obligated under this Article 2 notwithstanding that, without any reservation
of rights against such Subsidiary Guarantor and without notice to or further assent by such
Subsidiary Guarantor, (a) any demand for payment of any of the Guaranteed Obligations made by the
Collateral Agent or any other Secured Party may be rescinded by the Collateral Agent or any other
Secured Party and any of the Guaranteed Obligations continued, (b) any Guaranteed Obligations, or
the liability of any other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Collateral Agent or any Secured Party, and (c) the Credit Agreement or the other
Financing Documents and any other documents executed and delivered in connection therewith, in each
case may be amended, modified, supplemented or terminated, in whole or in part, pursuant to the
terms and conditions of each such applicable document from time to time, and any collateral
security, guarantee or right of offset at any time held by the Collateral Agent or any other
Secured Party for the payment of any Guaranteed Obligations may be sold, exchanged, waived,
surrendered or released.



     Section 11.05. Guarantee Absolute And Unconditional. Each Subsidiary Guarantor waives any
and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations
and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the
guarantee contained in this Article 2 or acceptance of the guarantee contained in this Article 2.
Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment, notice of
intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon the
Company, any Pipeline Company Borrower or any of the Subsidiary Guarantors with respect to
Guaranteed Obligations. Each Subsidiary Guarantor understands and agrees that the guarantee
contained in this Article 2 shall be construed as a continuing, absolute, irrevocable and
unconditional guarantee of payment without regard to (a) the validity or enforceability or
perfection of the Credit Agreement or any other Financing Document, any of the Guaranteed
Obligations or any other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Collateral Agent or any Secured Party, (b) any
defense,



6









 




set-off or counterclaim whatsoever (other than a defense of payment or performance) which may
at any time be available to or be asserted by the Company or any other Person against the
Collateral Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or
without notice to or knowledge of the Company or such Subsidiary Guarantor or any other Credit
Party), other than payment or performance, which constitutes, or might be construed to constitute,
an equitable or legal discharge of the Company, any Pipeline Company Borrower or any other
Subsidiary Guarantor for any of its respective portion of the Guaranteed Obligations or of such
Subsidiary Guarantor under the guarantee contained in this Article 2, in bankruptcy or in any other
instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder
against any Subsidiary Guarantor, the Collateral Agent may, but shall be under no obligation to,
make a similar demand on or otherwise pursue such rights and remedies as it may have against the
Company, any Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or
against any collateral security or guarantee for the Guaranteed Obligations or any right of offset
with respect thereto, and any failure by the Collateral Agent to make any such demand, to pursue
such other rights or remedies or to collect any payments from the Company, any Pipeline Company
Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of the Company, any
Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or any such
collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of
any obligation or liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Collateral Agent against such
Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and
continuance of any legal proceedings.




     Section 11.06. Reinstatement. The guarantee contained in this Article 2 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the
Collateral Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Company, any Pipeline Company Borrower, or any Subsidiary Guarantor, or upon
or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, the Company, any Pipeline Company Borrower, or any Subsidiary Guarantor or any
substantial part of its property, or otherwise, all as though such payments had not been made.



     Section 11.07. Payments. Each Subsidiary Guarantor hereby agrees that payments required to
be made by it hereunder will be paid to the Collateral Agent without set-off or counterclaim in
dollars at the office of the Collateral Agent identified in Section 9.04 of the Security Agreement.



7









 





ARTICLE 12

Miscellaneous




     Section 12.01. Amendments In Writing. None of the terms or provisions of this Agreement may
be waived, amended, supplemented or otherwise modified except in accordance with Section 9.02 of
the Security Agreement and Section 10.02 of the Credit Agreement.



     Section 12.02. Notices. All notices, requests and demands to or upon the Collateral Agent or
any Subsidiary Guarantor hereunder shall be effected in the manner provided for in Section 9.04 of
the Security Agreement.



     Section 12.03. No Waiver By Course of Conduct; Cumulative Remedies. Neither the Collateral
Agent nor any other Secured Party shall by any act (except by a written instrument in accordance
with Section 3.01), delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default. No failure to exercise, nor any delay in
exercising, on the part of the Collateral Agent or any Secured Party, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. A waiver by the Collateral Agent or any Secured Party of any
right or remedy hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Collateral Agent or any Secured Party would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by law.



     Section 12.04. Enforcement Expenses; Indemnification.



     (a) Each Subsidiary Guarantor (without duplication) agrees to indemnify, defend and save and
hold harmless the Collateral Agent, each other Secured Party and each of their respective
Affiliates and their respective officers, directors, employees, agents, advisors and trustees
(each, an “Indemnified Party”) from and against, and (without duplication) shall pay, any and all
claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or as a result of the execution or delivery of this Agreement
or the performance by the Subsidiary Guarantors of their respective obligations hereunder, except
to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable
judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the
gross negligence or willful misconduct of such Indemnified Party or its employees or agents.



     (b) Each Subsidiary Guarantor (without duplication) will pay to the Collateral Agent the
amount of any and all reasonable out-of-pocket expenses,



8









 




including the reasonable fees and expenses of its counsel and of any experts and agents, that
the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii)
the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party
hereunder or (iii) the failure by such Subsidiary Guarantor to perform or observe any of the
provisions hereof required to be performed or observed by it.




     (c) Each Subsidiary Guarantor (without duplication) shall pay or reimburse the Collateral
Agent for any transfer taxes or other taxes relating to or incurred in connection with this
Agreement and shall indemnify and hold harmless the Collateral Agent and each other Secured Party
from any amounts that it is obligated to pay in the way of such taxes.



     (d) Each Subsidiary Guarantor (without duplication) agrees to indemnify and hold harmless the
Collateral Agent (in its agency capacity), and each other Secured Party from, and shall reimburse
the Collateral Agent (in its agency capacity) and each other Secured Party for any present or
future claim for liability for any stamp or other similar tax and any penalties or interest with
respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with
this Agreement.



     (e) The indemnities and reimbursement provided by the Subsidiary Guarantors pursuant to this
Agreement shall survive the expiration, cancellation, termination or modification of this
Agreement, the resignation or removal of the Collateral Agent, and the provision of any subsequent
or additional indemnity or any agreement to reimburse by any Person.



     (f) All amounts due under this Section 3.04 shall be payable not later than 30 days after the
delivery of written demand to the applicable Subsidiary Guarantor therefor.



     Section 12.05. Successors And Assigns. This Agreement shall be binding upon the successors
and assigns of each Subsidiary Guarantor and shall inure to the benefit of the Collateral Agent and
its successors and assigns for the ratable benefit of the Secured Parties and their successors and
assigns; provided that, except in connection with a transaction expressly permitted by Section 6.05
of the Credit Agreement, no Subsidiary Guarantor may assign, transfer or delegate any of its rights
or obligations under this Agreement without the prior written consent of the Collateral Agent.



     Section 12.06. Set-Off. Each Subsidiary Guarantor hereby irrevocably authorizes the
Collateral Agent and each Secured Party at any time and from time to time while an Event of Default
shall have occurred and be continuing, without prior notice to such Subsidiary Guarantor or any
other Subsidiary Guarantor, any such notice being expressly waived by each Subsidiary Guarantor, to
set-off and appropriate and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or



9









 




claims, in any currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by the Collateral Agent or such Secured Party to or
for the credit or the account of such Subsidiary Guarantor, or any part thereof in such amounts as
the Collateral Agent or such Secured Party may elect, subject in all respects to the terms and
provisions of the Credit Agreement, against and on account of the obligations and liabilities of
such Subsidiary Guarantor to the Collateral Agent or such Secured Party hereunder or under the
other Loan Documents and claims of every nature and description of the Collateral Agent or such
Secured Party against such Subsidiary Guarantor, in any currency, whether arising hereunder, under
the Credit Agreement or any other Loan Document, as the Collateral Agent or such Secured Party may
elect, subject in all respects to the terms and provisions of the Credit Agreement, whether or not
the Collateral Agent or such Secured Party has made any demand for payment and although such
obligations, liabilities and claims may be contingent or unmatured. The Collateral Agent or the
applicable Secured Party shall notify such Subsidiary Guarantor promptly of any such set-off and
the application made by the Collateral Agent or such Secured Party of the proceeds thereof,
provided that the failure to give such notice shall not affect the validity of such set-off and
application. The rights of the Collateral Agent and the Secured Parties under this Section 3.06
are in addition to other rights and remedies (including, without limitation, other rights of
set-off) which the Collateral Agent and the Secured Party may have under Applicable Law pursuant to
the terms and provisions of the Credit Agreement.




     Section 12.07. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. Delivery of an executed counterpart of a signature
page to this Agreement by telecopier shall be effective as delivery of an original executed
counterpart of this Agreement.



     Section 12.08. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     Section 12.09. Section Headings. The Section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.



     Section 12.10. Integration. This Agreement and the other Loan Documents to which each
Subsidiary Guarantor is a party represent the agreement of such Subsidiary Guarantor, the
Collateral Agent and the Secured Parties with respect to the subject matter hereof and thereof, and
there are no promises, undertakings, representations or warranties by the Collateral Agent or any



10









 




Secured Party relative to the subject matter hereof and thereof not expressly set forth or
referred to herein or in such other Loan Documents.




     Section 12.11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     Section 12.12. Submission to Jurisdiction; Waivers. Each Subsidiary Guarantor hereby
irrevocably and unconditionally:



     (a) submits for itself and its property in any legal action or proceeding by the Collateral
Agent against it relating to this Agreement and the other Loan Documents to which it is a party, or
for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts
of the United States of America for the Southern District of New York, and appellate courts from
any thereof;



     (b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;



     (c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such Subsidiary Guarantor at its address referred to in Section 3.02 or at such other
address of which the Collateral Agent shall have been notified pursuant thereto;



     (d) agrees that nothing herein shall affect the right to effect service of process on it in
any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and



     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 3.12 any special, indirect,
exemplary, punitive or consequential damages.



     Section 12.13. Acknowledgements. Each Subsidiary Guarantor hereby acknowledges that:



     (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party;



     (b) neither the Collateral Agent nor any Secured Party has any fiduciary relationship with or
duty to such Subsidiary Guarantor arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the Subsidiary Guarantors, on the one hand, and
the



11









 




Collateral Agent and the Secured Parties, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and




     (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Secured Parties or among the Subsidiary
Guarantors and the Secured Parties.



     Section 12.14. Releases. (a) On the Guarantee Release Date this Agreement and all
obligations (other than those expressly stated to survive such termination and in all cases subject
to Section 2.06 hereof) of each Subsidiary Guarantor and any other party hereto shall terminate,
all without delivery of any instrument or performance of any act by any Person. At the request and
sole expense of the Company or any Subsidiary Guarantor following any such termination, the
Collateral Agent shall promptly execute and deliver to the Company or such Subsidiary Guarantor, as
the case may be, such agreements, instruments and other documents as such Subsidiary Guarantor
shall reasonably request to evidence such termination.



     (b) On the date hereof, without further action by any party to this Agreement or the Existing
Subsidiary Guarantee Agreement, each of the Released Parties shall cease to be a Subsidiary
Guarantor under the Existing Subsidiary Guarantee Agreement, and shall not be deemed a Subsidiary
Guarantor under this Agreement.



     Section 12.15. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY AND FOR ANY COUNTERCLAIM THEREIN.



     Section 12.16. Sole Right of Enforcement; Demand Not Required. Notwithstanding any other
provision of this Agreement, no Secured Party other than the Collateral Agent shall have the right
to take any Enforcement Action with respect to this Agreement and all such Enforcement Actions
shall be effected solely through the Collateral Agent. No reference in this Agreement to the
Collateral Agent’s making a demand for payment under this Agreement shall be construed to mean that
such a demand is required in order to cause any obligation under this Agreement to become due and
payable, it being understood that obligations under this Agreement shall become due and payable as,
and at such time as, provided in Section 2.01(a).



     [Remainder of Page Intentionally Left Blank]



12









 





     IN WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated Subsidiary
Guarantee Agreement to be duly executed and delivered as of the date first above written.



	 	 	 	 	 	 	 
	SUBSIDIARY GUARANTORS:	 	EL PASO EPNG INVESTMENTS, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: John Hopper
	 	 
	 

	 	 	 	Title: Vice President	 	 






	 	 	 	 	 	 	 
	 	 	EL PASO TENNESSEE PIPELINE CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John Hopper
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	EL PASO TGPC INVESTMENTS, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John Hopper
	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 
	RELEASED PARTIES:	 	EL PASO CNG COMPANY, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: John Hopper
	 	 
	 

	 	 	 	Title: Vice President	 	 






	 	 	 	 	 	 	 
	 	 	EL PASO NORIC INVESTMENTS III, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John Hopper
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	EPPP CIG GP HOLDINGS, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John Hopper
	 	 
	 

	 	Title:
	 	Vice President	 	 






2









 






EXHIBIT F-1




FORM OF




OPINION OF BRACEWELL & GIULIANI LLP, SPECIAL NEW YORK COUNSEL TO

THE COMPANY



November ___, 2007



To the Administrative Agent and the Collateral Agent under the

Credit Agreement described below and to each Lender party to

such Credit Agreement




     Re: El Paso Corporation $1,500,000,000 Revolving Credit Facility


Ladies and Gentlemen:




     We have acted as special counsel for El Paso Corporation (“El Paso”), Tennessee Gas Pipeline
Company and El Paso Natural Gas Company, each a Delaware corporation (collectively, the
“Borrowers”), and El Paso EPNG Investments, L.L.C., a Delaware limited liability company, El Paso
Tennessee Pipeline Co., a Delaware corporation, and El Paso TGPC Investments, L.L.C., a Delaware
limited liability company (collectively, the “Subsidiary Guarantors” and together with the
Borrowers, the “Opinion Parties”), in connection with the Third Amended and Restated Credit
Agreement dated as of November ___, 2007 (the “Credit Agreement”) among the Borrowers,
JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent (in such capacity, the
“Administrative Agent”), JPMorgan, as Collateral Agent (in such capacity, the “Collateral Agent”)
and the lenders party thereto (the “Lenders”). This opinion letter is delivered to you pursuant to
Section 3.01(b)(vi) of the Credit Agreement.



     Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. As used herein, (i) “Opinion Documents” means (A)
the Credit Agreement, (B) the Subsidiary Guarantee Agreement, (C) the Security Agreement and (D)
the UCC Financing Statements (as defined below), (ii) “New York UCC” means the Uniform Commercial
Code as in effect in the State of New York, and (iii) “Applicable Law” means those laws, rules, and
regulations of the State of New York and of the United States of America as in effect on the date
hereof which in our experience are normally applicable to the Opinion Parties and to transactions
of the type provided for in the Opinion Documents and of the Uniform Commercial Code as in effect
in the State of Delaware (the “Delaware UCC”); provided, however, that Applicable Law does not
include (i) except with respect to our opinions in paragraphs 4 and 5 below, any federal or state
securities, commodities, insurance, or investment company laws and regulations; (ii) any federal or
state labor, pension, or other employee benefit laws and regulations; (iii) any federal or state
antitrust, trade or unfair competition laws and regulations; (iv) any federal or state laws and
regulations relating to the environment, safety, health, or other similar matters; (v) building,
zoning, land use and subdivision laws and regulations; (vi) any federal or state tax laws or
regulations; and (vii) any federal or state laws or regulations relating to copyrights, patents,
trademarks, or other intellectual property.



 









 





To the Administrative Agent and the Collateral Agent under the Credit Agreement

described below and to each Lender party to such Credit Agreement

November ___, 2007

Page 2




     In connection with the opinions expressed herein, we have examined such documents, records and
matters of law as we have deemed necessary for the purposes of such opinions. We have examined an
executed copy of the Opinion Documents.



     In all such examinations, we have assumed the legal capacity of all natural persons executing
documents, the genuineness of all signatures, the authenticity of original and certified documents,
and the conformity to original or certified copies of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we
have relied upon, and assumed the accuracy of, representations and warranties contained in the
Opinion Documents and certificates and oral or written statements and other information of or from
representatives of the Opinion Parties and others and assumed compliance on the part of the Opinion
Parties with its covenants and agreements contained therein.



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



     1. 1. Approvals; Other Required Actions. The execution and delivery by each of the Opinion
Parties of each Opinion Document to which it is a party and the performance by each Opinion Party
of its obligations thereunder, do not require under Applicable Law any filing or registration by
such Opinion Party with, or notice to or approval, consent, authorization or order of, any
Governmental Authority that has not been made or obtained, except those filings (a) required to
perfect security interests, if any, granted by such Opinion Party thereunder, (b) those filings
required pursuant to securities and other laws that may be applicable to the disposition of any
collateral subject thereto, and (c) filings, registrations, consents or approvals in each case not
required to be made or obtained by the date hereof.



     2. 2. Enforceability. Each Opinion Document constitutes a valid and binding agreement of each
Opinion Party thereto, enforceable against such Opinion Party in accordance with its terms.



     3. 3. “No Violation.” The execution and delivery by each of the Opinion Parties of each
Opinion Document to which it is a party and the performance of its obligations thereunder, do not
violate or otherwise constitute a default under (a) any Applicable Law, (b) any provision of any
other Opinion Document or (c) any of the agreements identified in the attached Schedule I; provided
that we express no opinion with respect to any violation arising under or based upon any cross
default provision insofar as it relates to a default under an agreement not identified to us, or
arising under or based upon any covenant or other provision of a financial or numerical nature or
requiring computation.



     4. 4. Margin Regulations. The borrowings by the Borrowers under the Credit Agreement and the
application of the proceeds thereof as provided in the Credit Agreement will not violate Regulation
U or X of the Board of Governors of the Federal Reserve System (the “Margin Regulations”).



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To the Administrative Agent and the Collateral Agent under the Credit Agreement

described below and to each Lender party to such Credit Agreement

November ___, 2007

Page 3




     5. 5. Investment Company Act. No Opinion Party is required to register as an “investment
company” (under, and as defined in, the Investment Company Act of 1940, as amended).



     6. 6. Creation of Security Interests. The provisions of the Security Agreement are effective
to create in favor of the Collateral Agent to secure the obligations described therein, a valid
security interest in all of the right, title and interests of El Paso and the Subsidiary Guarantors
in and to the Collateral (as defined in the Security Agreement) to the extent that a security
interest may be created under Article 9 of the Uniform Commercial Code as in effect in the State of
New York (the “Article 9 Collateral”).



     7. 7. Central Filing Perfection. To the extent that the filing of a financing statement with
the office of the Secretary of State of Delaware can be effective to perfect a security interest in
the Article 9 Collateral under the Delaware UCC, the security interests in favor of the Collateral
Agent in that portion of the Article 9 Collateral described in such financing statement will be
perfected upon the filing of the financing statements attached as Exhibit A to this opinion (the
“UCC Financing Statements”) in the office of the Secretary of State of the State of Delaware.



     8. 8. Delaware Filing. Once the UCC Financing Statements are filed as described in paragraph
7 above, no further or subsequent filing or refiling will be necessary in the State of Delaware in
order to continue the perfection of the security interest referred to in paragraph 6 above except
that (a) continuation statements with respect to the UCC Financing Statements must be filed under
the Delaware UCC in the office where such statement was filed within six months prior to the
expiration of five years from the date of such filing (or otherwise within the time permitted by
Section 9-515 of the Delaware UCC), and subsequent continuation statements must be filed within six
months prior to the end of each subsequent five-year period, and (b) amendments or supplements to
the UCC Financing Statements or additional financing statements may be required to be filed in the
event of a change in the name, identity, or structure of any debtor listed therein or in the event
any such financing statement otherwise becomes inaccurate or incomplete.



     9. 9. Perfection of Security Interests in Certificated Securities. Assuming that the
certificates representing the certificated securities (as defined in the New York UCC) constituting
Article 9 Collateral, together with instruments of transfer or assignment in blank duly executed by
an appropriate person, have been delivered on or prior to the date hereof to the Collateral Agent
in the State of New York, the Collateral Agent has a perfected security interest in such
certificated securities under the New York UCC.



     The opinions set forth above are subject to the following assumptions and qualifications, and
with your permission, all of the following assumptions and statements of reliance have been made
without any independent investigation or verification on our part except to the extent, if any,
otherwise expressly stated, and we express no opinion with respect to the subject matter or
accuracy of the assumptions or items upon which we have relied.



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To the Administrative Agent and the Collateral Agent under the Credit Agreement

described below and to each Lender party to such Credit Agreement

November ___, 2007

Page 4




     (A) Our opinions are subject to (i) applicable bankruptcy, insolvency, reorganization,
fraudulent transfer and conveyance, voidable preference, moratorium, receivership, conservatorship,
arrangement or similar laws, and related regulations and judicial doctrines, affecting creditors’
rights and remedies generally, (ii) general principles of equity (including, without limitation,
standards of materiality, good faith, fair dealing and reasonableness, equitable defenses, the
exercise of judicial discretion and limits on the availability of equitable remedies), whether such
principles are considered in a proceeding at law or in equity, and (iii) the qualification that
certain provisions of the Opinion Documents may be unenforceable in whole or in part under the laws
(including judicial decisions) of the State of New York or the United States of America, but the
inclusion of such provisions does not affect the validity as against the Opinion Parties party
thereto of the Opinion Documents as a whole and the Opinion Documents contain adequate provisions
for the practical realization of the principal benefits provided by the Opinion Documents, in each
case subject to the other qualifications contained in this letter.



     (B) Without limiting the generality of paragraph (A) above, we specifically express no opinion
as to the validity or enforceability of any provision in the Opinion Documents:




     (i) providing that any person or entity may sell or otherwise dispose of, or purchase,
any collateral subject thereto, or enforce any other right or remedy thereunder (including
without limitation any self-help or taking-possession remedy), except in compliance with the
New York UCC and other applicable laws;




     (ii) establishing standards for the performance of the obligations of good faith,
diligence, reasonableness and care prescribed by the New York UCC or of any of the rights or
duties referred to in Section 9-603 of the New York UCC;




     (iii) relating to indemnification, contribution, exculpation or release of liability in
connection with violations of any securities laws or statutory duties or public policy, or
in connection with willful, reckless or unlawful acts or gross negligence or strict
liability of the indemnified, released or exculpated party or the party receiving
contribution;




     (iv) providing that any person or entity may exercise set-off rights other than in
accordance with and pursuant to applicable law;




     (vi) relating to choice of governing law to the extent that the enforceability of any
such provision is to be determined by any court other than a court of the State of New York
or may be subject to constitutional limitations;




     (vii) purporting to confer, or constituting an agreement with respect to, personal or
subject matter jurisdiction of United States federal courts to adjudicate any matter;




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



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To the Administrative Agent and the Collateral Agent under the Credit Agreement

described below and to each Lender party to such Credit Agreement

November ___, 2007

Page 5





     (ix) giving any person or entity the power to accelerate obligations without any notice
to the Opinion Parties;




     (x) providing that decisions by a party are conclusive or may be made in its sole
discretion;




     (xi) purporting to create a power of attorney; or




     (xii) providing for restraints on alienation of property and purporting to render
transfers of such property void and of no effect or prohibiting or restricting the
assignment or transfer of property or rights to the extent that any such prohibition or
restriction is ineffective pursuant to Sections 9-406 through 9-409 of the New York UCC.



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




     (i) provide that forum selection clauses in contracts are not necessarily binding on
the court(s) in the forum selected; and




     (ii) may, where less than all of a contract may be unenforceable, limit the
enforceability of the balance of the contract to circumstances in which the unenforceable
portion is not an essential part of the agreed exchange, or that permit a court to reserve
to itself a decision as to whether any provision of any agreement is severable.



     (D) We express no opinion as to the enforceability of any purported waiver, release,
variation, disclaimer, consent or other agreement to similar effect (all of the foregoing,
collectively, a “Waiver”) by any Opinion Party under the Opinion Documents to the extent limited by
Sections 9-602 or 9-624 of the New York UCC or to the extent ineffective under applicable law



     (E) We have assumed that each Opinion Party is a corporation or limited liability company, as
the case may be, validly existing and in good standing in its jurisdiction of organization or
formation, has all requisite power and authority, and has obtained all requisite corporate, and
governmental authorizations, consents and approvals, and made all requisite filings and
registrations, necessary to execute, deliver and perform each Opinion Document to which it is a
party, and that such execution, delivery, and performance will not violate or conflict with any
law, rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable
to it or its properties (except to the extent noted in paragraph 3 above). To the extent it may be
relevant to the opinions expressed herein, we have assumed that (i) the parties to the Opinion
Documents have the power to enter into and perform such documents and to consummate the
transactions contemplated thereby and that such documents have been duly authorized, executed and
delivered by such parties, (ii) each Opinion Document constitutes legal, valid and binding
obligations of the parties thereto (other than the Opinion Parties), and (iii) the execution and
delivery of each Opinion Document by each of the parties thereto (other than the Opinion Parties to
the extent expressly set forth in paragraph 3 above), and the performance of



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To the Administrative Agent and the Collateral Agent under the Credit Agreement

described below and to each Lender party to such Credit Agreement

November ___, 2007

Page 6



such party’s obligations thereunder, do not violate and will not violate or conflict with any
law, rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable
to it or its properties.




     (F) For purposes of our opinion in paragraph 4 above, we have assumed that (i) neither the
Collateral Agent nor any Lender has or will have the benefit of any agreement or arrangement
(excluding the Opinion Documents) pursuant to which any extensions of credit to the Borrowers are
directly or indirectly secured by “margin stock” (as defined under the Margin Regulations), (ii)
neither the Collateral Agent nor any Lender nor any of their respective affiliates has extended or
will extend any other credit to the Borrowers directly or indirectly secured by margin stock and
(iii) neither the Collateral Agent nor any Lender has relied and will rely upon any margin stock as
collateral in extending or maintaining any extensions of credit pursuant to the Opinion Documents,
as to which we express no opinion.



     (G) Our opinions are limited to those expressly set forth herein, and we express no opinions
by implication.



     (H) We express no opinion as to the compliance or noncompliance, or the effect of the
compliance or noncompliance, of each of the addressees or any other person or entity with any state
or federal laws or regulations (including, without limitation, the policies, procedures,
guidelines, and practices of any regulatory authority with respect thereto) applicable to each of
them by reason of their status as or affiliation with a federally insured depository institution, a
financial holding company, a bank holding company, a state-chartered non-federally insured
depository institution, a securities dealer, an investment company or an insurance company, except
as expressly set forth in paragraphs 4 and 5 above.



     (I) We express no opinion as to the validity, binding effect or enforceability of any
provisions contained in the Loan Documents which: (i) purports to establish evidentiary standards;
(ii) restricts access to courts or to legal or equitable remedies or purporting to affect
jurisdiction or venue as to courts; (iii) relates to delay or omission of enforcement of remedies;
(iv) entitles any party to the appointment of a receiver, to the extent contrary to applicable law;
(v) purports to permit the Administrative Agent, the Collateral Agent or any Lender or any other
person acting on behalf of the Administrative Agent, Collateral Agent or any Lender to purchase,
sell or otherwise dispose of any property subject thereto except in compliance with applicable law;
(vi) purports to provide standards for the care of property in possession of any person other than
as provided by applicable law; (vii) purports to irrevocably appoint any person as attorney-in-fact
for the Opinion Parties, or (viii) purports to permit the transfer of securities without compliance
with applicable securities laws.



     (J) We have made no examination of and express no opinion with respect to (i) titles to or
rights in or descriptions of the properties described in the Loan Documents, (ii) the priority of
any security interest or whether there are of record any security interests, charges or
encumbrances thereon, (iii) the creation, existence or perfection of any security interests
purported to be created under the Loan Documents or the filing or recording of the Loan Documents
or any financing statements or other instruments relating thereto except as set forth in



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described below and to each Lender party to such Credit Agreement

November ___, 2007

Page 7



paragraphs 6-9 hereof, or (iv) whether the properties described in the Security Agreement are
the properties and interests intended to be encumbered thereby.




     (K) Our opinions in paragraphs 6-9 are limited to Articles 8 and 9 of the New York UCC and
Article 9 of the Delaware UCC, and therefore such opinions do not address laws of jurisdictions
other than New York and Delaware, except for Articles 8 and 9 of the New York UCC and Article 9 of
the Delaware UCC.



     (L) We are qualified to practice law in the State of New York, and this opinion letter is
limited in all respects to the Applicable Law; however, we are not members of the bar of the State
of Delaware and our opinions as to any matters governed by the Delaware UCC are based solely upon
our review of the Delaware UCC, without any review or consideration of any decisions or opinions of
courts or other adjudicative bodies or governmental authorities of the State of Delaware.



     (M) Our opinions in paragraphs 6-9 are subject to the following assumptions, qualifications
and limitations:




     (i) Insofar as any of the opinions herein expressed concern the perfection of a
security interest in “proceeds” (as such term is defined in the Delaware UCC) please be
advised that the continuation of the existence and perfection of such security interest are
limited as provided in Section 9-315 of the Delaware UCC;




     (ii) We express no opinion as to the perfection of any security interest or other
encumbrance (A) covering any asset to which the Delaware UCC or the New York UCC is not
applicable or (B) covering property acquired by a debtor after the commencement of a case
under the Federal Bankruptcy Code; and




     (iii) We assume that all filings will be timely made and duly filed as necessary for
perfection (a) in the event of any change in the name, identity or corporate structure of El
Paso or the Subsidiary Guarantors, (b) in the event of a change in the jurisdiction of
formation of El Paso or the Subsidiary Guarantors, (c) in the event of a change in the
location of the Collateral, if applicable, and (d) to continue and maintain the
effectiveness of the original filings.




     (iv) We express no opinion as to the nature or extent of the rights, or the power to
transfer rights, of any Opinion Party in, or title of El Paso or any Subsidiary Guarantor
to, any collateral under any of the Opinion Documents, or property purporting to constitute
such collateral, or the value, validity, enforceability or effectiveness for any purpose of
any such collateral or purported collateral, and we have assumed that El Paso and each
Subsidiary Guarantor has sufficient rights in, or power to transfer rights in, all such
collateral or purported collateral for the security interests provided for under the Opinion
Documents to attach.



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To the Administrative Agent and the Collateral Agent under the Credit Agreement

described below and to each Lender party to such Credit Agreement

November ___, 2007

Page 8





     (v) We express no opinion as to the priority of any pledge, security interest,
assignment for security, lien or other encumbrance, as the case may be, that may be created
or purported to be created under the Opinion Documents.




     (vi) In the case of property that becomes collateral under the Opinion Documents after
the date hereof, Section 552 of the United States Bankruptcy Code limits the extent to which
property acquired by a debtor after the commencement of a case under the United States
Bankruptcy Code may be subject to a lien arising from a security agreement entered into by
the debtor before the commencement of such case.




     (vii) We express no opinion as to the enforceability of the security interests under
the Opinion Documents in any item of collateral subject to any restriction on or prohibition
against transfer contained in or otherwise applicable to such item of collateral or any
contract, agreement, license, permit, security, instrument or document constituting,
evidencing or relating to such item, except to the extent that any such restriction is
rendered ineffective pursuant to any of Sections 9-406 through 9-409, inclusive, of the New
York UCC.



     (N) Insofar as our opinion in paragraph 2 above relates to the enforceability under New York
law of the choice-of-law provision of the Opinion Documents choosing New York law as the governing
law thereof, it is rendered in reliance upon the Act of July 19, 1984, ch. 421, 1984 McKinney’s
Sess. Law of N.Y. 1406 (codified at N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney 1989) and N.Y.
CPLR 327(b) (McKinney 1990) (the “Act”). Furthermore, the application of New York law
pursuant to the Act to a transaction that has no contact or only insignificant contact with the
parties and the transaction may raise constitutional and comity issues. We direct your attention
to Lehman Brothers Commercial Corporation v. Minmetals International Non-Ferrous Metals Trading
Company, 2000 U.S. Dist. LEXIS 16445 (S.D.N.Y. 2000), in which the court analyzed the Act and noted
that “[i]t remains to be seen, however, whether a state with no connection to either of the parties
or the transactions could apply its own law, consonant with the Full Faith and Credit Clause [of
the U.S. Constitution], when doing so would violate an important public policy of a more-interested
state.”



     The opinions expressed herein are solely for the benefit of the addressees hereof in
connection with the transaction referred to herein and may not be relied on by such addressees for
any other purpose or in any manner or for any purpose by any other person or entity other than any
Person that may become a Lender after the date hereof. This opinion letter is rendered as of the
date set forth above. We expressly disclaim any obligation to update this letter after such date.



	 	 	 	 	 
	 	Very truly yours,



Bracewell & Giuliani LLP

 	 
	 	 	 
	 	 	 
	 	 	 
	 




8











 





SCHEDULE I




LIST OF MATERIAL AGREEMENTS

El PASO CORPORATION



     a. Indenture, dated as of July 21, 2003, between El Paso Natural Gas Company and Wilmington
Trust Company, as Trustee.




     (i) First Supplemental Indenture, dated as of April 4, 2007.



     b. Indenture, dated as of May 10, 1999, between El Paso Corporation (f/k/a El Paso Energy
Corporation) and The Chase Manhattan Bank (now by merger JPMorgan Chase Bank and subsequently
replaced by HSBC Bank USA).




     (i) First Supplemental Indenture dated as of May 10, 1999 ($500 Million 6.75% Senior
Notes due May 15, 2009).




     (ii) Sixth Supplemental Indenture dated as of May 14, 2001 ($500 Million 7% Notes due
May 15, 2011).




     (iii) Seventh Supplemental Indenture dated as of June 10, 2002 ($600 Million 7.875%
Notes due June 15, 2012 (Private Placement)).




     (iv) Eighth Supplemental Indenture dated as of June 26, 2002 (up to $575 Million 6.14%
Senior Notes due 8/16/07).




     (v) Ninth Supplemental Indenture dated as of July 1, 2005 (Remarked $272,102,350 of
6.14% Senior Note due August 16, 2007 issued pursuant to the Eight Supplemental Indenture
dated June 26, 2002 (held as collateral for the Purchase Contract portion of the Equity
Security Units) for $272,102,000 of 7.625% Senior Notes due August 16, 2007).




     (vi) Tenth Supplemental Indenture dated as of December 28, 2005 (10.75% Senior Notes
due 2010, 9.625% Senior Notes due 2012, 7.75% Senior Notes due 2032, 7.42% due 2037, 6.95%
Senior Notes due 2028, 6.375% Senior Notes due 2009, 7.75% Senior Notes due 2010, 6.50%
Senior Notes due 2008, 7.625% Senior Notes due 2008, 6.50% Senior Notes due 2006, 6.70%
Senior Notes due 2027, 7.50% Senior Notes due 2007).




     (vii) Eleventh Supplemental Indenture dated as of August 31, 2006 (for the issuance of
up to $150,000,000 of 7.75% Medium Term Notes due 2032 or 2035, as applicable, to be
exchanged for 7.75% Senior Notes due 2032 or 7.75% Senior Debentures due October 15, 2035).




     (viii) $300 Million 8.05% Global Medium Term Notes (Senior Fixed Rate Notes), due
October 15, 2030, as described in the Pricing Supplement No. 1 dated October 5, 2000 to
Supplemental Prospectus dated December 14, 1999 and Base Prospectus dated December 3, 1999,
Registration No. 333-86049.



 









 






     (ix) $300 Million 7.375% Global Medium Term Notes (Senior Fixed Rate Notes), due
December 15, 2012, as described in the Pricing Supplement No. 2 dated December 6, 2000 to
Supplemental Prospectus dated December 14, 1999 and Base Prospectus dated December 3, 1999,
Registration No. 333-86049.




     (x) $300 Million 6.95% Global Medium Term Notes (Senior Fixed Rate Notes), due December
15, 2007, as described in the Pricing Supplement No. 3 dated December 14, 2000, to
Supplemental Prospectus dated December 13, 2000, to Base Prospectus dated December 3, 1999,
Registration No. 333-86049.




     (xi) $700 Million 7.8% Global Medium Term Notes (Senior Fixed Rate Notes), due August
1, 2031, as described in the Pricing Supplement No. 01 dated July 25, 2001, to Supplemental
Prospectus dated July 24, 2001, to Base Prospectus dated May 4, 2001, Registration No.
333-59704.




     (xii) $1,100 Million 7.75% Global Medium Term Notes (Senior Fixed Rate Notes), due
January 15, 2032, as described in the Pricing Supplement No. 01 dated January 9, 2002 to
Prospectus Supplement dated January 7, 2002, to Base Prospectus dated May 4, 2001.




     (xiii) Twelfth Supplemental Indenture dated as of June 18, 2007 ($375,000,000 6.875%
Senior Notes due 2014, $900,000,000 7.000% Senior Notes due 2017).



     c. Indenture dated as of March 1, 1998 between El Paso Natural Gas Company (by assignment now
El Paso Corporation) and The Chase Manhattan Bank (by merger now JPMorgan Chase Bank and
subsequently replaced by Law Debenture Trust Company).




     (i) First Supplemental Indenture dated as of March 17, 1998 ($334.75 Million 4.75%
Convertible Subordinated Debentures due March 17, 2028, El Paso Energy Capital Trust I).




     (ii) Second Supplemental Indenture dated August 1, 1998 (the Holding Company formation
transaction which authorized the merger of El Paso Natural Gas Company with El Paso Merger
Company, with El Paso Natural Gas Company as the surviving corporation, and then El Paso
Natural Gas Company stock was converted to into El Paso Energy Corporation (now El Paso
Corporation) common stock and the debt was assumed by El Paso Corporation).




     (iii) Amended and Restated Declaration of Trust of El Paso Energy Capital Trust I,
dated as of March 16, 1998, among El Paso Natural Gas Company, Chase Manhattan Bank, Chase
Manhattan Bank Delaware and Administrative Trustees.



     d. Indenture, dated as of November 13, 1996, between El Paso Natural Gas Company and
Wilmington Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank).




     (i) First Supplemental Indenture dated as of June 10, 2002 ($300 Million 8.375% Notes
due June 15, 2032).



-2-









 






     (ii) Second Supplemental Indenture dated as of April 4, 2007 ($355 Million 5.95% Notes
due April 15, 2017).



     e. Indenture, dated as of January 1, 1992, between El Paso Natural Gas Company and Wilmington
Trust Company (as successor to Citibank, N.A.).



     f. Indenture, dated as of June 1, 1986, between Sonat Inc. (by merger now El Paso Corporation)
and Manufacturers Hanover Trust Company (by merger now JPMorgan Chase Bank and subsequently
replaced by HSBC BANK USA).




     (i) First Supplemental Indenture dated as of June 1, 1995 (Various amendments).




     (ii) Second Supplemental Indenture dated as of October 25, 1999 (assumption of Sonat
obligations under Indenture dated June 1, 1986).




     (iii) $100 Million 6.75% Notes due October 1, 2007, as described in the Prospectus
Supplement dated September 25, 1997 to Prospectus dated July 27, 1993.




     (iv) $100 Million 6.625% Notes due February 1, 2008, as described in the Prospectus
Supplement dated January 27, 1998 to Prospectus dated July 27, 1993.




     (v) $100 Million 7% Notes due February 1, 2018, as described in the Prospectus
Supplement dated January 29, 1998 to Prospectus dated July 27, 1993.




     (vi) $600 Million 7.625% Notes due July 15, 2011, as described in the Prospectus
Supplement dated July 7, 1999 to Prospectus dated September 9, 1998.



     g. Indenture, dated as of March 30, 1992, between Valero Energy Corporation (by merger PG&E
Gas Transmission, Texas Corporation, then El Paso Gas Transmission Company (“GTT”) and now El Paso
Corporation) and Bankers Trust Company (by merger now Deutsche Bank Trust Company Americas).




     (i) First Supplemental Indenture dated as of March 13, 1995 (authorized the issuance of
$284 Million in Medium-Term Notes, various interest rates and maturities, 9 months to 30
years).




     (ii) Second Supplemental Indenture dated as of March 11, 2002 (conform Indenture dated
March 30, 1992 to El Paso Corporation May 10, 1999 Indenture).




     (iii) Third Supplemental Indenture dated as of April 5, 2002 (merged GTT into El Paso
Corporation).



     h. Indenture, dated as of October 1, 1990 between El Paso CGP Company, L.L.C. (f/k/a El Paso
CGP Company and The Coastal Corporation) and The Bank of New York Trust Company, N.A. (f/k/a The
Bank of New York) ($150 Million 10.75% Senior Debentures due October 1, 2010).



-3-









 






     (i) First Supplemental Indenture, dated as of December 27, 2005 (various amendments
required to conform El Paso CGP Company, L.L.C. October 1, 1990 Indenture to El Paso
Corporation May 10, 1999 Indenture).




     (ii) Second Supplemental Indenture, dated as of December 31, 2005 among El Paso CGP
Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso CGP Company, L.L.C., assets were transferred to El Paso
Corporation and El Paso Corporation assumed the debt of El Paso CGP Company, L.L.C.).



     i. Indenture, dated as of May 15, 1992 between El Paso CGP Company, L.L.C. (f/k/a El Paso CGP
Company and The Coastal Corporation) and Bank of Montreal Trust Company (subsequently replaced by
The Bank of New York Trust Company, N.A.).




     (i) First Supplemental Indenture, dated as of May 20, 1992 ($150 Million 9.625% Senior
Debentures due May 15, 2012).




     (ii) Second Supplemental Indenture, dated as of December 27, 2005 (various amendments
required to conform El Paso COP Company, L.L.C. May 15, 1992 Indenture to El Paso
Corporation May 10, 1999 Indenture).




     (iii) Third Supplemental Indenture, dated as of December 31, 2005 among El Paso COP
Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso COP Company, L.L.C. assets were transferred to El Paso
Corporation and El Paso Corporation assumed the debt of El Paso COP Company, L.L.C.).



     j. Indenture, dated as of September 15, 1992 between El Paso COP Company, L.L.C. (f/k/a El
Paso COP Company and The Coastal Corporation) and NationsBank, N.A. (subsequently replaced by The
Bank of New York Trust Company, RA.).




     (i) Second Supplemental Indenture dated as of October 19, 1995 ($150 Million 7.75%
Senior Debentures due October 15, 2035).




     (ii) Third Supplemental Indenture, dated as of December 27, 2005 (various amendments
required to conform El Paso COP Company, L.L.C. September 15, 1992 Indenture to El Paso
Corporation May 10, 1999 Indenture).




     (iii) Fourth Supplemental Indenture, dated as of December 31, 2005 among El Paso COP
Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso COP Company, L.L.C. assets were transferred to El Paso
Corporation and El Paso Corporation assumed the debt of El Paso COP Company, L.L.C.).



     k. Indenture, dated as of February 24, 1997 between El Paso COP Company, L.L.C. (f/k/a El Paso
COP Company and The Coastal Corporation) and Harris Trust and Savings Bank (subsequently replaced
by The Bank of New York Trust Company, N.A.).



-4-









 






     (i) First Supplemental Indenture dated as of February 24, 1997 ($200 Million 6.70%
Senior Debentures due February 15, 2027, put date February 15, 2007).




     (ii) Second Supplemental Indenture dated as of February 24, 1997 ($200 Million 7.42%
Senior Debentures due February 15, 2037).




     (iii) Third Supplemental Indenture dated as of June 5, 1998 ($200 Million 6.5% Senior
Debentures due June 1, 2008).




     (iv) Fourth Supplemental Indenture dated as of June 5, 1998 ($200 Million 6.95% Senior
Debentures due June 1, 2028).




     (v) Fifth Supplemental Indenture dated as of February 10, 1999 ($200 Million 6.375%
Senior Debentures due February 1, 2009).




     (vi) Eighth Supplemental Indenture dated as of June 16, 2000 ($400 Million 7.75% Notes
due June 15, 2010).




     (vii) Eleventh Supplemental Indenture dated as of September 6, 2000 ($215 Million
7.625% Notes due 9/1/08).




     (viii) Twelfth Supplemental Indenture, dated as of December 27, 2005 (various
amendments required to conform El Paso CGP Company, L.L.C. February 24, 1997 Indenture to El
Paso Corporation May 10, 1999 Indenture).




     (ix) Thirteenth Supplemental Indenture, dated as of December 31, 2005 among El Paso CGP
Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso CGP Company, L.L.C. assets were transferred to El Paso
Corporation and El Paso Corporation assumed the debt of El Paso CGP Company, L.L.C.).



     l. Indenture, dated as of March 4, 1997, between Tennessee Gas Pipeline Company and Wilmington
Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank).




     (i) First Supplemental Indenture dated as of March 13, 1997 ($300 Million 7.5%
Debentures due April 1, 2017).




     (ii) Second Supplemental Indenture dated as of March 13, 1997 ($300 Million 7%
Debentures due March 15, 2027).




     (iii) Third Supplemental Indenture dated as of March 13, 1997 ($300 Million 7.625%
Debentures due April 1, 2037).




     (iv) Fourth Supplemental Indenture dated as of October 9, 1998 ($400 Million 7%
Debentures due October 15, 2028).



-5-









 






     (v) Fifth Supplemental Indenture dated June 10, 2002 ($240 Million 8.375% Senior Notes
due June 15, 2032).



     m. Indenture, dated as of March 15, 1988, between Tenneco, Inc. (now El Paso Tennessee
Pipeline Co.) and The Chase Manhattan Bank (now by merger JPMorgan Chase Bank and subsequently
replaced by Wilmington Trust Company).




     (i) Second Supplemental Indenture dated as of March 30, 1988 ($250 Million 10%
Debentures due March 15, 2008, outstanding balance $26.4 Million).




     (ii) Tenth Supplemental Indenture dated as of November 15, 1992 ($150 Million 9%
Debentures due November 15, 2012, outstanding principal $1.1 Million).




     (iii) Twelfth Supplemental Indenture dated as of December 15, 1995 ($300 Million 7.25%
Debentures due December 15, 2025, outstanding principal $23.2 Million).




     (iv) Thirteenth Supplemental Indenture dated as of December 10, 1996.



     n. Indenture, dated as of December 15, 1981, between Tenneco Inc. (now Tennessee Gas Pipeline
Company) and The Chase Manhattan Bank (by merger now JPMorgan Chase Bank and subsequently replaced
by Wilmington Trust Company) ($400 Million 6% Debentures due December 15, 2011, current balance
$85.8 Million).




     (i) First Supplemental Indenture dated as of December 10, 1996.




     (ii) Second Supplemental Indenture dated as of December 10, 1996.



     o. Fiscal Agency Agreement dated May 6, 2002 among El Paso Corporation, Citibank, N.A. and
Societe Generale Bank and Trust, 6 S.A. relating to €500 Million 7.125% Euro Notes due May 6, 2009.



     p. Credit Agreement dated as of June 20, 2007, among El Paso Corporation, the Lenders party
thereto, Citicorp USA, Inc., as Administrative Agent and as Issuing Agent, and the Bank of New York
as Paying Agent.




     (i) The Reimbursement Agreement dated as of June 20, 2007, between El Paso Corporation
and Citibank, N. A.




     (ii) Credit Agreement First Amendment dated as of August 28, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (iii) Credit Agreement Second Amendment dated as of September 6, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (iv) Credit Agreement Third Amendment dated as of September 17 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.



-6-









 






     (v) Credit Agreement Fourth Amendment dated as of September 20, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (vi) Credit Agreement Fifth Amendment dated as of September 28, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (vii) Credit Agreement Sixth Amendment dated as of October 3, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (viii) Credit Agreement Seventh Amendment dated as of October 11, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (ix) Credit Agreement Eighth Amendment dated as of October 18, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.



     q. Other Credit and Facility Agreements




     (i) Discretionary Facility Agreement dated as of February 21, 2003, between El Paso
Corporation and Compass Bank.




     (ii) Credit Agreement dated July 19, 2006 among El Paso Corporation and Deutsche Bank
AG New York Branch as Initial Lender and Issuing Bank and Deutsche Bank AG New York Branch
as Administrative Agent and Collateral Agent.




     (iii) First Tier Receivables Sale Agreement dated August 31, 2006, between Tennessee
Gas Pipeline Company and TGP Finance Company, L.L.C.




     (iv) Second Tier Receivables Sale Agreement dated August 31, 2006, between TGP Finance
Company, L.L.C. and TGP Funding Company, L.L.C.




     (v) Receivables Purchase Agreement dated August 31, 2006, among TGP Funding Company,
L.L.C., Tennessee Gas Pipeline Company, Starbird Funding Corporation, the other investors
from time to time parties thereto, BNP Paribas, New York Branch, and the other Managing
Agents from time to time parties thereto.




     (a) Amendment No 1, dated as of December 1, 2006, to the Receivables Purchase
Agreement dated as of August 31, 2006, among TGP Funding Company, L.L.C., Tennessee
Gas Pipeline Company, Starbird Funding Corporation and the other funding entities
from time to time party thereto, BNP Paribas, New York Branch, and the other
financial institutions from time to time party thereto.




     (vi) Facility Agreement dated as of January 4, 2007, between El Paso Corporation and
Morgan Stanley Capital Services Inc.



     r. Letters of Credit with a Face Amount Exceeding $50,000,000



-7-









 






     (i) Application and Agreement for irrevocable Standby Letter of Credit, dated as of
December 15, 2004, by El Paso Corporation to JPMorgan Chase Bank, N.A., in favor of Midland
Cogeneration Venture Limited Partnership for the account of El Paso Marketing, L.P. for the
aggregate amount not exceeding $110 Million 100 Thousand.




     (ii) Application for Irrevocable Standby Letter of Credit, dated as of July 29, 2006 by
El Paso Corporation to Deutsche Bank AG, New York Branch, in favor of Midland Cogeneration
Venture Limited Partnership for the account of El Paso Merchant Energy, L.P. for the
aggregate amount not exceeding $74 Million.




     (iii) Application for Irrevocable Standby Letter of Credit, dated as of September 1,
2005, by El Paso Corporation to Deutsche Bank AG, New York Branch, in favor of Williams
Power Company for the account of El Paso Merchant Energy, L.P. for the aggregate amount not
exceeding $219 Million 900 Thousand.




     (iv) Application for Standby Letter of Credit, dated as of November 10, 2006, by El
Paso Corporation to BNP Paribas in favor of Southeast Supply Header, LLC for the account of
Southern Natural Gas Company in the amount of $60 Million.




     (v) Application for Standby Letter of credit, dated as of July 19, 2006, by El Paso
Corporation to Deutsche Bank AG, New York Branch, in favor of Morgan Stanley Capital Group
Inc. for the account of El Paso Marketing, L.P. in the amount of $184 Million.




     (vi) Application for Irrevocable Standby Application for Irrevocable Standby Letter of
Credit, dated as of February 6, 2007, by El Paso Corporation to Fortis Bank S.A./N.V., in
favor of Morgan Stanley Capital Group Inc. for the account of El Paso Marketing, L.P. for
the aggregate amount not exceeding $162 Million 100 Thousand.




     (vii) Application for Irrevocable Standby Letter of Credit, dated as of September 24,
2003, by El Paso Corporation to JPMorgan Chase Bank, N.A., in favor of Morgan Stanley
Capital Group Inc. for the account of El Paso Marketing, L.P. for the aggregate amount not
exceeding $85 Million 750 Thousand.



     s. ISDA Master Agreements




     (i) 1992 ISDA Master Agreement dated October 24, 2001, between El Paso Corporation and
Credit Suisse First Boston International.




     (ii) 1992 ISDA Master Agreement dated March 5, 2001, between El Paso Corporation and
Westdeutsche Landesbank Girozentrale.




     (iii) 2002 ISDA Master Agreement dated August 29, 2003 between El Paso Corporation and
Citibank, N.A.




     (iv) 2002 ISDA Master Agreement dated June 24, 2004, between El Paso Corporation and
Deutsche Bank A.G.



-8-









 






     (v) 2002 ISDA Master Agreement dated November 22, 2004, between El Paso Corporation and
Citigroup Financial Products Inc.



     t. Various Guaranties and Other Documents




     (i) Guaranty Agreements dated as of July 12, 2005 and December 13, 2006, by El Paso
Corporation in favor of Mt. Franklin Insurance Ltd.




     (ii) Guaranty Agreement dated as of February 15, 2006, by El Paso Corporation in favor
of Coastal Offshore Insurance Ltd.




     (iii) Guaranty Agreement dated as of April 25, 2006 by El Paso Corporation in favor of
Petroleo Brasileiro S.A. — Petrobas.




     (iv) Terms of 4.99% Convertible Perpetual Preferred Stock, pursuant to the Offering
Memorandum dated as of April 11, 2005 by El Paso Corporation.



-9-









 





EXHIBIT A




(Financing Statements Attached)



Third Amended and Restated Credit Agreement




 









 





EXHIBIT F-2




FORM OF




OPINION OF GENERAL COUNSEL OR ASSOCIATE GENERAL COUNSEL TO THE

COMPANY




[LETTERHEAD OF EL PASO CORPORATION]

November __, 2007




To the Administrative Agent and the Collateral Agent under the

Credit Agreement described below and to each

Lender party to such Credit Agreement




     Re: Credit Agreement dated as of November ___, 2007



Ladies/Gentlemen:




     This opinion letter is furnished to you in connection with the Third Amended and Restated
Credit Agreement, dated as of November ___, 2007 (the “Credit Agreement”), among E1 Paso
Corporation, a Delaware corporation (the “Company”), Tennessee Gas Pipeline Company, a Delaware
corporation (“TGPC”), and El Paso Natural Gas Company, a Delaware corporation (together with the
Company and TGPC, the “Borrowers”), JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent
(in such capacity, the “Administrative Agent”), JPMorgan, as Collateral Agent (in such capacity,
the “Collateral Agent”) and the lenders party thereto (the “Lenders”). Unless the context
otherwise requires, all capitalized terms used but not defined herein have the meanings assigned to
such terms in the Credit Agreement.



     I am Executive Vice President and General Counsel of the Company, and I, or attorneys under my
supervision and direction, have acted as counsel for the Borrowers and for El Paso EPNG
Investments, L.L.C., a Delaware limited liability company, El Paso Tennessee Pipeline Co., a
Delaware corporation, and El Paso TGPC Investments, L.L.C., a Delaware limited liability company
(each, a “Subsidiary Guarantor”, and collectively, the “Subsidiary Guarantors” and together with
the Borrowers, the “Opinion Parties”) in connection with the preparation, execution and delivery of
the Credit Agreement and the other Opinion Documents (hereinafter defined).



     In that connection, I, or attorneys under my supervision and direction, have examined:




	 	(1)	 	an executed counterpart of the Credit Agreement;
	 
	 	(2)	 	an executed counterpart of the Subsidiary Guarantee Agreement;
	 
	 	(3)	 	an executed counterpart of the Security Agreement (collectively with the Credit
Agreement and the Subsidiary Guarantee Agreement, the “Opinion Documents”);





Third Amended and Restated Credit Agreement




Exhibit F-2 – Page 1











 






	 	(4)	 	(a) true and correct copies of the certificate of incorporation or certificate
of formation, as the case may be, and by-laws or limited liability company agreements,
as the case may be, as amended to date, of each Opinion Party and (b) a copy of the
certificate of good standing of each Opinion Party, dated as of a recent date, issued
by the Secretary of State of the State of Delaware; and
	 
	 	(5)	 	other documents furnished to me by the Opinion Parties pursuant to or in
connection with the Opinion Documents.





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



     I have assumed that the parties to the Opinion Documents (other than the Opinion Parties) have
the power to enter into and perform such documents and that each such document has been duly
authorized, executed and delivered by the parties thereto (other than the Opinion Parties), and
constitutes the valid and binding obligation of each party thereto.



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



     Based on the foregoing and upon such investigation as I, or attorneys under my supervision and
direction, have deemed necessary, and subject to the limitations, qualifications and assumptions
set forth herein, I am of the following opinion:




	 	(1)	 	Each Opinion Party (i) is a corporation duly incorporated or a limited
liability company duly formed, as the case may be, and validly existing in good
standing under the laws of the State of Delaware and (ii) possesses all the corporate
or




Third Amended and Restated Credit Agreement




Exhibit F-2 – Page 2










 






	 	 	 	limited liability company, as applicable, powers and all other authorizations and
licenses necessary to engage in its business and operations as now conducted, which
the failure to obtain or maintain would have a Material Adverse Effect.






	 	(2)	 	The execution, delivery, and performance by each Opinion Party of each Opinion
Document to which it is a party:






	 	(a)	 	are within each Opinion Party’s corporate or limited liability
company, as applicable, powers and have been duly authorized by all necessary
corporate or limited liability company, as applicable, action of or by such
Opinion Party;
	 
	 	(b)	 	do not and will not contravene the Opinion Party’s certificate
of incorporation and by-laws or certificate of formation and limited liability
company agreement, as the case may be, as amended to date;
	 
	 	(c)	 	do not and will not contravene any U.S. federal law or
regulation applicable to the Opinion Parties (excluding provisions of U.S.
federal law expressly referred to in and covered by the opinion of Bracewell &
Giuliani LLP dated the date hereof and delivered to you in connection with the
transactions contemplated hereby) or any provision of the General Corporation
Law of the State of Delaware or the Delaware Limited Liability Company Act
applicable to the Opinion Parties.






	 	(3)	 	Each Opinion Document has been duly executed and delivered by each Opinion
Party to it.
	 
	 	(4)	 	No authorization or approval or other action by, and no notice to or filing
with, any U.S. federal governmental authority or regulatory body (including, without
limitation, the Federal Energy Regulatory Commission), or any Delaware governmental
authority or regulatory body pursuant to the General Corporation Law of the State of
Delaware or the Delaware Limited Liability Company Act, is required for the due
execution, delivery and performance by each Opinion Party of any Opinion Document to
which it is a party, except for:






	 	(a)	 	authorizations, approvals and other actions that have been
obtained or taken and notices and filings that have been made, in each case
that are in full force and effect; and
	 
	 	(b)	 	authorizations, approvals, other actions, notices and filings
required in the ordinary course of business in connection with the performance
by each Opinion Party of its obligations under certain covenants and warranties
contained in the Opinion Documents to which it is a party and pursuant to
securities and other laws that may be applicable to the disposition of any
collateral subject thereto.






	 	(5)	 	To the best of my knowledge, there is no action, suit or proceeding pending or
overtly threatened against or involving the Opinion Parties (a) that, in my





Third Amended and Restated Credit Agreement




Exhibit F-2 – Page 3










 






	 	 	 	judgment (taking into account the exhaustion of all appeals), would have a Material
Adverse Effect (provided that this opinion does not address any actions, suits, or
proceedings that have been disclosed in the annual report on Form 10-K for the
fiscal year ended December 31, 2006, or the quarterly report on Form 10-Q for the
quarter ended June 30, 2007, filed by the Borrowers with the Securities and Exchange
Commission or (b) that purports to affect the legality, validity, binding effect or
enforceability of the Opinion Documents.
	 
	 	(6)	 	The Initial Pledged Equity identified on Schedule II to the Security Agreement
has (to the extent applicable) been duly authorized and validly issued and is fully
paid and non-assessable.





     The opinions expressed herein are given as of the date hereof. The opinions expressed herein
are limited solely to those expressly set forth herein, and I express no opinions by implication.
The opinions expressed herein are solely for the benefit of the addressees hereof and any other
person or entity becoming an Administrative Agent, a Collateral Agent or Lender under the Credit
Agreement in accordance therewith, and any participant of any Lender in accordance with the Credit
Agreement, in each case above, in connection with the transactions referred to herein and may not
be relied on by such addressees for any other purpose or in any manner or for any purpose by any
other person or entity without my prior written consent.



Very truly yours,




Third Amended and Restated Credit Agreement




Exhibit F-2 – Page 4








 





EXHIBIT G




ACCEPTABLE SUBORDINATION PROVISIONS




     [NAME OF BORROWER], a [Delaware] corporation (together with its successors, the “Borrower”),
and [NAME OF LENDER], a [Delaware] corporation (together with its successors, “Lender”), agree for
the benefit of the Senior Debt (as defined below) that all indebtedness evidenced by this
[PROMISSORY NOTE] (this “Note”), including principal, premium, if any, and interest, and all other
amounts payable to Lender hereunder (including, for all purposes of this Note, any payment in
respect of redemption or purchase or other acquisition hereof) (collectively, the “Subordinated
Debt”) shall, to the extent hereinafter set forth, be subordinate and junior to all Senior Debt.



     Unless and until all principal of, premium, if any, and interest on, and all other obligations
of the Borrower under, any Senior Debt shall have been paid in full and all commitments to extend
Senior Debt shall have terminated, neither the Borrower nor any of its Subsidiaries or Affiliates
shall make, and Lender shall not demand, accept or receive, or attempt to collect or commence any
legal proceedings to collect, any direct or indirect payment (in cash or property or by setoff,
exercise of contractual or statutory rights or otherwise) of or on account of any amount payable on
or with respect to this Note (including any payment in respect of redemption or purchase or other
acquisition) or any interest herein. Unless and until all principal of, premium, if any, and
interest on, and all other obligations of the Borrower under, the Senior Debt shall have been paid
in full and all commitments to extend Senior Debt shall have terminated, Lender will not commence
or maintain any action, suit or any other legal or equitable proceeding against the Borrower, or
join with any creditor in any such proceeding, under any insolvency, bankruptcy, receivership,
liquidation, reorganization or other similar law, unless the holders of Senior Debt shall also join
in bringing such proceeding; provided that the foregoing shall not prohibit Lender from filing a
proof of claim or otherwise participating in any such proceeding not commenced by it.



     In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation,
reorganization or other similar proceedings in connection therewith, relative to the Borrower or to
its creditors, in their capacity as creditors of the Borrower, or to substantially all of its
property, and in the event of any proceedings for voluntary liquidation, dissolution or other
winding up of the Borrower, whether or not involving insolvency or bankruptcy, then:



     (a) the holders of the Senior Debt shall first be entitled to receive payment in full of the
principal thereof, premium, if any, interest and all other amounts payable thereon (accruing before
and after the commencement of the proceedings, whether or not allowed or allowable as a claim in
such proceedings) before Lender is entitled to receive any payment on account or in respect of
Subordinated Debt; and



     (b) any payment or distribution of assets of the Borrower of any kind or character, whether in
cash, property or securities to which Lender would be entitled, but for the provisions of this
Note, shall be paid or distributed by the liquidating trustee or agent or other person making such




Third Amended and Restated Credit Agreement




Exhibit G – Page 1










 




payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or
other trustee or agent, directly to the Agent (as defined below) and any other representative on
behalf
of the holders of Senior Debt to the extent necessary to make payment in full of all amounts
of Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to
the holders of the Senior Debt.




     Should any payment or distribution or security or the proceeds of any thereof be collected or
received by Lender in respect of the Subordinated Debt, at a time when the payment thereof by the
Borrower is prohibited by the terms of this Note, Lender will forthwith deliver the same to the
Agent and any other representative on behalf of the holders of Senior Debt for the equal and
ratable benefit of the holders of the Senior Debt in precisely the form received (except for the
endorsement or the assignment of or by Lender where necessary) for application to payment of all
Senior Debt in full, after giving effect to any concurrent payment or distribution to the holders
of Senior Debt and, until so delivered, the same shall be held in trust by Lender as the property
of the holders of the Senior Debt.



     Lender shall not be subrogated to the rights of the holders of the Senior Debt to receive
payments or distributions of assets of the Borrower until all amounts payable with respect to the
Senior Debt shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Debt of any cash, property or securities to which Lender
would be entitled except for these provisions shall, as between the Borrower, its creditors other
than the holders of the Senior Debt, and Lender, be deemed to be a payment by the Borrower to or on
account of the Senior Debt. The subordination provisions of this Note are and are intended solely
for the purpose of defining the relative rights of Lender, on the one hand, and the holders of the
Senior Debt, on the other hand.



     Subject to the payment in full of all of the Senior Debt, Lender shall be subrogated to the
rights of the holders of Senior Debt to receive payments or distributions of cash, property or
securities of the Borrower applicable to the Senior Debt until all amounts owing on the
Subordinated Debt shall be paid in full. For purposes of such subrogation, no payments or
distributions to Lender of cash, property, securities or other assets by virtue of the subrogation
herein provided which otherwise would have been made to the holders of the Senior Debt shall, as
between the Borrower, its creditors other than the holders of Senior Debt and Lender, be deemed to
be a payment to or on account of the Subordinated Debt. Lender agrees that, in the event that all
or any part of any payment made on account of the Senior Debt is recovered from the holders of
Senior Debt as a preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar law, any payment or distribution received by Lender on account of the
Subordinated Debt at any time after the date of the payment so recovered, whether pursuant to the
right of subrogation provided for in this Subordinated Note or otherwise, shall be deemed to have
been received by Lender in trust as the property of the holders of the Senior Debt and Lender shall
forthwith deliver the same to the Agent and any other representative on behalf of the holders of
the Senior Debt for the equal and ratable benefit of the holders of the Senior Debt for application
to payment of all Senior Debt in full.



Third Amended and Restated Credit Agreement




Exhibit G








 





     Lender hereby waives any and all notice in respect of the Senior Debt, present or future, and
agrees and consents that without notice to or assent by any holder or holders of the Subordinated
Debt:



     (i) the obligation and liabilities of the Borrower or any other party or parties for or upon
the Senior Debt (or any promissory note, security document or guaranty evidencing or securing the
same) may, from time to time, in whole or in part, be renewed, extended, modified, amended,
restated, accelerated, compromised, supplemented, terminated, sold, exchanged, waived or released;



     (ii) the Agent and the holders of the Senior Debt may exercise or refrain from exercising any
right, remedy or power granted by or in connection with any agreements relating to the Senior Debt;
and



     (iii) any balance or balances of funds with any holders of the Senior Debt at any time
standing to the credit of the Borrower may, from time to time, in whole or in part, be surrendered
or released;



     all as the Agent or the holders of the Senior Debt may deem advisable and all without
impairing, abridging, diminishing, releasing or affecting the subordination of the Subordinated
Debt to the Senior Debt provided for herein.



     Nothing contained in the subordination provisions of this Note is intended to or shall impair,
as between the Borrower, its creditors other than the holders of the Senior Debt, and Lender, the
obligation of the Borrower, which is absolute and unconditional, to pay to Lender the principal of,
premium, if any, and interest on this Note, as and when the same shall become due and payable
(except as otherwise provided in this Note) in accordance with its terms, or is intended to or
shall affect the relative rights of Lender and other creditors of the Borrower other than the
holders of the Senior Debt.



     Lender acknowledges and agrees that the holders of the Senior Debt have relied upon and will
continue to rely upon the subordination provided for herein in entering into the agreements
relating to Senior Debt and in extending credit to the Borrower pursuant thereto.



     No present or future holder of Senior Debt shall be prejudiced in his right to enforce the
subordination contained herein in accordance with the terms hereof by any act or failure to act on
the part of the Borrower or Lender. The subordination provisions contained herein are for the
benefit of the holders of the Senior Debt from time to time and, so long as any Senior Debt is
outstanding under any agreement, may not be rescinded, cancelled or modified in any way without the
prior written consent thereto of all holders of Senior Debt.



     Notwithstanding anything to the contrary in this Note, upon any payment or distribution of
assets of the Borrower in any proceedings for reorganization, insolvency, liquidation, dissolution
or other winding up, Lender shall be entitled to rely upon any final order or decree made by any
court of competent jurisdiction in which any such proceedings are pending for the purpose of
ascertaining the persons entitled to participate in such payment or distribution, the holders of
the



Third Amended and Restated Credit Agreement




Exhibit G









 




Senior Debt and other debt of the Borrower, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto.




     The subordination provisions hereof shall be binding upon any holder of Subordinated Debt and
upon the successors and assigns of Lender; and all references herein to Lender shall be deemed to
include any successor or successors, whether immediate or remote, to Lender.



     The following terms, as used herein, have the following respective meanings:



     “Agent” means (i) so long as the Credit Agreement is in effect, JPMorgan Chase Bank, N.A., in
its capacity as Administrative Agent for the Lenders party to the Credit Agreement or any successor
or other Administrative Agent appointed pursuant to the Credit Agreement and (ii) if there is no
Credit Agreement in effect, thereafter any agent designated as representative of holders of all
other Senior Debt.



     “Credit Agreement” means the Third Amended and Restated Credit Agreement dated as of November
16, 2007 among El Paso Corporation, certain of its subsidiaries as Pipeline Company Borrowers, the
Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent,
as the same may be amended, restated, modified, extended or supplemented from time to time in
accordance with its terms and any successor financial institution credit agreement refinancing all
or a portion of the Credit Agreement and designated by the Borrower as the “Credit Agreement” for
purposes hereof.



     “Senior Debt” means (a) all principal of, premium and interest (including, without limitation,
any interest (“Post-Petition Interest”) which accrues (or which would accrue but for such case,
proceeding or other action) after the commencement of any case, proceeding or other action relating
to the bankruptcy, insolvency or reorganization of the Borrower (whether or not such interest is
allowed or allowable as a claim in such case, proceeding or other action)) on any loan or
reimbursement or other obligation under, and all notes issued pursuant to, the Credit Agreement or
any other Financing Document, (b) any renewals, refinancings or extensions of any of the foregoing
(or any portion thereof) (including Post-Petition Interest) and (c) all fees, expenses, indemnities
and other amounts payable by the Borrower thereunder or with respect thereto.



     Other capitalized terms used but not defined herein have the meanings assigned to such terms
in the Credit Agreement.



Third Amended and Restated Credit Agreement




Exhibit G