exv10ww






EXHIBIT 10.W




EXECUTION VERSION




 





THIRD AMENDED AND RESTATED SECURITY AGREEMENT



dated as of November 16, 2007



among



EL PASO CORPORATION,



THE PERSONS REFERRED TO HEREIN AS

PIPELINE COMPANY BORROWERS,



THE PERSONS REFERRED TO HEREIN AS SUBSIDIARY GRANTORS



and



JPMORGAN CHASE BANK, N.A.,

as Collateral Agent and Depository Bank



 









 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	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
	 	 	12	 
	Section 4.04. Payments in Trust
	 	 	15	 
	Section 4.05. Investment of Funds in Pledged Accounts
	 	 	15	 
	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
	 	 	20	 
	Section 4.10. Clearing Agency
	 	 	20	 
	Section 4.11. Return of Funds to the Company
	 	 	20	 
	 
	 	 	 	 
	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
	 	 	24	 
	Section 5.04. Further Assurances; Etc
	 	 	25	 
	Section 5.05. Grantors Remain Liable
	 	 	26	 
	Section 5.06. Additional Equity Interests
	 	 	26	 






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	 	 	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
	 	 	30	 
	Section 5.10. Netting of Accounts
	 	 	31	 
	 
	 	 	 	 
	ARTICLE 6

	Remedies and Enforcement

	 
	 	 	 	 
	Section 6.01. Remedies and Enforcement
	 	 	31	 
	Section 6.02. Application of Proceeds
	 	 	33	 
	Section 6.03. Other Remedies of Secured Parties
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 7

	Depository Bank

	 
	 	 	 	 
	Section 7.01. Depository Bank
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 8

	[reserved]

	 
	 	 	 	 
	ARTICLE 9

	Miscellaneous

	 
	 	 	 	 
	Section 9.01. Indemnity and Expenses
	 	 	35	 
	Section 9.02. Amendments; Waivers, Etc
	 	 	36	 
	Section 9.03. Security Interest Absolute and Waivers
	 	 	36	 
	Section 9.04. Notices; Etc
	 	 	38	 
	Section 9.05. Continuing Security Interest; Assignments
	 	 	39	 
	Section 9.06. [Reserved]
	 	 	39	 
	Section 9.07. Execution in Counterparts
	 	 	40	 
	Section 9.08. Severability
	 	 	40	 
	Section 9.09. Integration
	 	 	40	 
	Section 9.10. No Partnership
	 	 	40	 
	Section 9.11. No Reliance
	 	 	40	 
	Section 9.12. Release
	 	 	40	 
	Section 9.13. No Impairment
	 	 	40	 
	Section 9.14. Equitable Remedies
	 	 	40	 
	Section 9.15. Remedies
	 	 	41	 
	Section 9.16. Limitations
	 	 	41	 
	Section 9.17. Survival
	 	 	41	 
	Section 9.18. [Reserved]
	 	 	42	 
	Section 9.19. Jurisdiction, Etc
	 	 	42	 
	Section 9.20. GOVERNING LAW
	 	 	42	 
	Section 9.21. Waiver of Jury Trial
	 	 	42	 






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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











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THIRD AMENDED AND RESTATED SECURITY AGREEMENT




     THIRD AMENDED AND RESTATED SECURITY AGREEMENT, dated as of November 16, 2007, made by and
among:



     EL PASO CORPORATION, a Delaware corporation (the “Company”);



     EL PASO NATURAL GAS COMPANY, a Delaware corporation (“EPNGC”), TENNESSEE GAS PIPELINE COMPANY,
a Delaware corporation (“TGPC”) (EPNGC and TGPC, collectively, the “Pipeline Company Borrowers”
and, together with the Company, the “Borrowers”);



     Each of the Persons listed on Schedule I hereto as a Subsidiary Grantor (collectively, the
“Subsidiary Grantors” and, together with the Company, the “Grantors”) (the Borrowers and the
Subsidiary Grantors are sometimes referred to herein, collectively, as the “Credit Parties”; and
the Credit Parties, together with the other Restricted Subsidiaries, are sometimes referred to
herein, collectively, as the “Credit Related Parties”);



     JPMorgan Chase Bank, N.A. (“JPMCB”), not in its individual capacity but solely as collateral
agent for the Secured Parties (solely in such capacity, the “Collateral Agent”); and



     JPMCB, not in its individual capacity but solely in its capacity as the Depository Bank
(solely in such capacity, the “Depository Bank”).



PRELIMINARY STATEMENTS




     (1) Certain of the parties hereto are party to a Third Amended and Restated Credit Agreement
dated as of the date hereof (the “Credit Agreement”) pursuant to which the Lenders have agreed to
make Loans to the Borrowers and participate in Letters of Credit, the Issuing Banks have agreed to
issue Letters of Credit for the account of the Borrowers, and the Administrative Agent and the
Collateral Agent have agreed to serve in such capacities.



     (2) The Credit Parties, the Depository Bank, the Collateral Agent (on behalf of the Lenders,
the Issuing Banks, the Agents and the other Secured Parties) and certain other parties have
heretofore entered into that certain Amended and Restated Security Agreement dated as of July 31,
2006 (the “Existing Security Agreement”) with respect to their respective rights in respect of the
Collateral and certain other matters related to the Financing Documents.



     NOW, THEREFORE, to secure the Secured Obligations, and in consideration of the premises and to
induce each of the Lenders, the Issuing Banks and the Agents to enter into the Credit Agreement and
for good and valuable consideration, the receipt and sufficiency of which are hereby



 









 




acknowledged, each of the Credit Parties and the Collateral Agent (on behalf of the Lenders,
the Issuing Banks, the Agents and the other Secured Parties) agrees that the Existing Security
Agreement shall be amended and restated in its entirety as follows:




ARTICLE 1

Definitions And Interpretation




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



     (b) As used in this Agreement, the following terms have the meanings specified below:



     “Account Collateral” has the meaning set forth in Section 5.01(d).



     “Agreement” means this Security Agreement.



     “Applicable Law” means, with respect to any Person, any and all laws, statutes, regulations,
rules, orders, injunctions, decrees, writs, determinations, awards and judgments issued by any
Governmental Authority applicable to such Person.



     “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978, as amended from time to
time (11 U.S.C. §101, et seq.).



     “Borrowers” has the meaning set forth in the Preamble.



     “Cash Collateral Account” has the meaning set forth in Section 4.01(a)(ii).



     “Clearing Agency” has the meaning set forth in Section 4.10.



     “Collateral” means the Account Collateral, the Security Collateral, the Payment Collateral and
all other property or assets with respect to which a Security Document executed by a Grantor
creates or grants, or states that it creates or grants, a Transaction Lien.



     “Collateral Account” has the meaning set forth in Section 4.01(a)(i).



     “Collateral Agent” has the meaning set forth in the Preamble.



     “Company” has the meaning set forth in the Preamble.



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     “Company Payment Collateral” has the meaning set forth in Section 5.01(c).



     “Credit Agreement” has the meaning set forth in the Preamble.



     “Credit Parties” has the meaning set forth in the Preamble.



     “Credit Related Parties” has the meaning set forth in the Preamble.



     “Depository Bank” has the meaning set forth in the Preamble.



     “Enforcement Action” means the taking of any or all of the following actions:




     (a) applying funds in the Pledged Accounts (including by charging or exercising any
contractual or legal setoff rights) to the payment of the Secured Obligations;




     (b) making any demand for, or receiving any, payment under the Subsidiary Guarantee
Agreement;




     (c) taking any Foreclosure Action or exercising any other power of sale or similar
other rights or remedies under any of the Security Documents;




     (d) proceeding to protect and enforce the rights of the Secured Parties under this
Agreement or any other Security Document by sale of the Collateral pursuant to judicial
proceedings or by a proceeding in equity or at law or otherwise, whether for the
enforcement of any Transaction Lien or for the enforcement of any other legal, equitable
or other remedy available under this Agreement, any other Security Document or Applicable
Law;




     (e) exercising any of the rights and remedies of a secured party with respect to the
Collateral upon default under the Uniform Commercial Code as in effect in any applicable
jurisdiction; and




     (f) exercising any other right or remedy provided in this Agreement or otherwise
available to the Collateral Agent, to the extent permitted by Applicable Law.



     “Enforcement Proceeds” means any cash, securities or other consideration received from time to
time by the Collateral Agent as a result of the taking of any Enforcement Action in accordance with
the Security Documents and Applicable Law, including, without limitation (a) any balances then
outstanding in the Pledged Accounts or received therein from time to time thereafter, including any
Net Cash Proceeds then held in any Pledged Account,



3









 




(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 Section 9.01(a).



4









 





     “Initial Pledged Equity” means, with respect to any Grantor, the Equity Interests set forth
opposite such Grantor’s name on and as otherwise described in Schedule II and issued by the Persons
named therein.



     “Insolvency Proceeding” means, with respect to any Person, that (a) such Person shall (i)
admit in writing its inability to pay its debts generally, or shall fail to pay its debts generally
as they become due; or (ii) make a general assignment for the benefit of creditors; or (b) any
proceeding shall be instituted or consented to by such Person seeking to adjudicate it a bankrupt
or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or
the appointment of a receiver, trustee, or other similar official for it or for any substantial
part of its property; or (c) any such proceeding shall have been instituted against such Person and
either such proceeding shall not be stayed or dismissed for 60 consecutive days or any of the
actions referred to above sought in such proceeding (including the entry of an order for relief
against it or the appointment of a receiver, trustee, custodian or other similar official for it or
any substantial part of its property) shall occur; or (d) such Person shall take any corporate (or
other Business Entity) action to authorize any of the actions set forth above in this definition.



     “JPMCB” has the meaning set forth in the Preamble.



     “Officer’s Certificate” means, with respect to any Person, a certificate substantially in the
form of Exhibit A hereto, signed by the president, any vice-president, the treasurer or the chief
financial officer of such Person.



     “Payment Collateral” has the meaning set forth in Section 5.01(c).



     “Pipeline Company Borrowers” has the meaning set forth in the Preamble.



     “Pledged Accounts” has the meaning set forth in Section 4.01(a).



     “Pledged Company” means any issuer of the Initial Pledged Equity or any successor entity to
any such issuer; provided that, if all of the Equity Interests issued by a Pledged Company and
pledged by a Grantor to the Collateral Agent hereunder are released from the Transaction Liens in
accordance with the terms of this Agreement and the Credit Agreement, then from and after such
release, such issuer shall no longer be a Pledged Company.



     “Pledged Equity” has the meaning set forth in Section 5.01(a)(ii).



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



5









 





     “Pledged Security Entitlement” means all security entitlements with respect to the Pledged
Financial Assets.



     “Qualified Investments Account” has the meaning set forth in Section 4.01(a)(iii).



     “Remaining Reinvestment Amount” has the meaning set forth in Section 4.03(c).



     “Secured Hedging Agreement” means any Hedging Agreement that (i) was entered into by any
Borrower with a Person which was at the time such Hedging Agreement was entered into a Lender or an
Affiliate of a Lender and (ii) either (A) is listed on Schedule V hereto or (B) has been designated
as a Secured Hedging Agreement by the Company in a certificate signed by a Financial Officer
delivered to the Collateral Agent and the Administrative Agent which (I) identifies such Hedging
Agreement, including the name and address of the other party thereto (which must be a Lender or an
Affiliate of a Lender at the time of such designation), the notional amount thereof and the
expiration or termination date thereof, and (II) states that the applicable Borrower’s obligations
thereunder shall from and after the date of delivery of such certificate be Secured Obligations for
purposes hereof and of the other Security Documents.



     “Secured Obligations” means, with respect to each Grantor, the obligations, including all
“Obligations” (as defined in the Credit Agreement) and all “Guaranteed Obligations” (as defined in
the Subsidiary Guarantee Agreement) of such Grantor, under (a) the Credit Agreement and/or the
Subsidiary Guarantee Agreement, as applicable, (b) this Agreement, (c) any other Loan Document to
which such Grantor is a party, (d) any Secured Hedging Agreement to which such Grantor is a party
and (e) any agreement relating to the refinancing of the obligations referred to in the foregoing
clauses (a) through (d), and in the case of each of clauses (a) through (e) including interest
accruing at any post-default rate and Post-Petition Interest.



     “Secured Parties” means, collectively, the Lenders, the Issuing Banks, the Administrative
Agent, the Collateral Agent, each counterparty to a Secured Hedging Agreement and each other Person
that is a holder of any Secured Obligations.



     “Security Collateral” has the meaning set forth in Section 5.01(a).



     “Subsidiary 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.



6









 





     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New
York; provided that, if perfection or the effect of perfection or non-perfection or the priority of
any Transaction Liens on any Collateral is governed by the Uniform Commercial Code as in effect in
a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time
to time in such other jurisdiction for purposes of the provisions hereof relating to such
perfection, effect of perfection or non-perfection or priority.



     “Unused Cash Collateral” has the meaning set forth in Section 4.02(c).



     (c) Terms defined in Article 8 or 9 of the UCC and/or in the Federal Book Entry Regulations
are used in this Agreement as such terms are defined in such Article 8 or 9 and/or the Federal Book
Entry Regulations.



     Section 1.02. Principles of Interpretation. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and effect as the word
“shall”. Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such Person’s successors and
assigns, (c) any reference herein to any Applicable Law means such Applicable Law as amended,
modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time,
including rules and regulations promulgated thereunder and reference to any section or other
provision of any Applicable Law means that section or provision of such Applicable Law from time to
time in effect and any amendment, modification, codification, replacement, or reenactment of such
section or other provision, (d) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and
(f) the words “asset” and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, securities,
Equity Interests, accounts and contract rights, and (g) all references to “days” shall mean
calendar days. This Agreement is the result of negotiations among the parties thereto and their
respective counsel. Accordingly, this Agreement shall be deemed the product of all parties
thereto, and no ambiguity in this Agreement shall be construed in favor of or against any Credit
Party or any Secured Party.



7









 





ARTICLE 2

[Reserved]




ARTICLE 3

Representations And Warranties



     Section 3.01. Representations and Warranties of the Credit Parties. Each Credit Party, with
respect to itself and its Subsidiaries, represents and warrants to the Collateral Agent, for the
benefit of the Secured Parties, that:



     (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal
name is correctly set forth in Schedule III, (ii) such Credit Party is located (within the meaning
of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set
forth in Schedule III, (iii) the information set forth in Schedule III with respect to such Credit
Party is true and accurate in all respects and (iv) such Credit Party has not, within the last five
years, changed its legal name, location, chief executive office, type of organization, jurisdiction
of organization or organizational identification number from those set forth in Schedule III,
except as disclosed in Schedule IV.



     (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in
good standing in its jurisdiction of organization or formation. Such Credit Party possesses all
applicable Business Entity powers and all other authorizations and licenses necessary to engage in
its business and operations as now conducted, the failure to obtain or maintain which would have a
Material Adverse Effect.



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



     (d) No authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority is required for the due execution, delivery and performance by such Credit
Party of any Security Document to which it is a party, except those necessary to comply (i) with
Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing
obligations of such Credit Party under the Security Documents to which it is a party and Sections
5.01, 5.02 and 5.07 of the Credit Agreement.



     (e) This Agreement constitutes, and the other Security Documents when delivered shall
constitute, the legal, valid and binding obligations of each Credit Party that is a party thereto,
enforceable against such Credit Party in accordance



8









 




with their respective terms, except as may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by
general principles of equity.




     (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit
Party hereunder consisting of certificated securities has been delivered to the Collateral Agent.



     (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create
in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and
security interest in, all right, title and interest of such Grantor in the Collateral pledged by
such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to
any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited
by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally. All financing statements have been filed that are necessary to
perfect any Transaction Lien that can be perfected by the filing of such financing statements. All
actions required by Section 5.03 to provide control to the Collateral Agent with respect to
Collateral pledged by such Credit Party hereunder for which control can be established have been
taken, including delivery of such Collateral consisting of certificated securities to the
Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of
transfer.



     (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as
Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable)
been duly authorized and validly issued and is (to the extent applicable) fully paid and
non-assessable. With respect to any Equity Interests pledged by such Credit Party to the
Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the
issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent
that such issuer will comply with instructions with respect to such uncertificated securities
originated by the Collateral Agent without further consent of such Credit Party and has delivered a
copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged
Company, such Credit Party confirms that it has received notice of such security interest.



     (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






9









 







shall deliver to the Collateral Agent amended and restated schedules (the “Amended Schedules”) to
this Agreement in the event that any information contained on the schedules attached hereto becomes
inaccurate. Such Amended Schedules shall replace the schedules provided by the Credit Parties on
the Effective Date, and shall be deemed the schedules to this Agreement. Each Credit Party will not
change its name, identity, corporate structure (including, without limitation, its jurisdiction of
formation) or the location of its registered office without (i) giving the Collateral Agent at
least 10 Business Days’ prior written notice clearly describing such new name, identity, corporate
structure or new location and providing such other information in connection therewith as the
Collateral Agent may reasonably request, and (ii) taking all action satisfactory to the Collateral
Agent at the expense of such Credit Party as the Collateral Agent may request to maintain the
security interest of the Collateral Agent in the Collateral intended to be granted hereby at all
times fully perfected with the same priority and in full force and effect.




ARTICLE 4

Pledged Accounts




     Section 4.01. Creation of Pledged Accounts. (a) The Collateral Agent is hereby directed by
the Company and each Grantor to cause to be established on or before the date hereof with, and
maintained thereafter by, the Depository Bank at its offices in New York City, New York (ABA No.
021000021), in the name of the Collateral Agent as entitlement holder and under the sole control
and dominion of the Collateral Agent and subject to the terms of this Agreement, the following
segregated securities accounts (collectively, the “Pledged Accounts”):




     (i) a master collateral account, Account No. 10205184 (the “Collateral Account”),
into which Mandatory Asset Reduction Amounts will be deposited and to which Unused Cash
Collateral and certain amounts described in Section 4.03(f) will be transferred;




     (ii) a cash collateral account, Account No. 10205185 (the “Cash Collateral Account”),
into which certain amounts will be deposited in respect of Letters of Credit; and




     (iii) an account, Account No. 10205186 (the “Qualified Investments Account”), from
which the Company, on behalf of the Restricted Subsidiaries, may direct the Collateral
Agent to direct the Depository Bank to pay funds to the Company to make Qualified
Investments as permitted under the Loan Documents.



     (b) Commencing with the date hereof and continuing until the termination of the Transaction
Liens in accordance with Section 5.07(b), each Pledged Account shall be established and maintained
by the Depository Bank as a



10









 




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.



     (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



11









 




endorsed to the Company, except to the extent that the foregoing have been specially endorsed
to the Depository Bank or endorsed in blank.




     Section 4.02. Cash Collateral Account. (a) [Reserved]



     (b) Amounts deposited in the Cash Collateral Account shall be held therein, subject to the
following provisions:




     (i) If any Letter of Credit is drawn, in whole or in part, and not reimbursed by the
applicable Borrower within the period specified in Section 2.04(e) of the Credit
Agreement, the Issuing Bank with respect to such Letter of Credit may request, whereupon
the Collateral Agent shall within three Business Days after receipt of such request,
direct the Depository Bank to promptly distribute to such Issuing Bank an amount equal to
the lesser of (x) the amount of the LC Disbursement in respect of such Letter of Credit
that has not been reimbursed by or on behalf of such Borrower and (y) the total amount
available in the Cash Collateral Account at such time.




     (ii) Upon the request of the Company at a time when no Event of Default is
continuing, the Collateral Agent shall direct the Depository Bank to distribute any funds
in the Cash Collateral Account (other than, prior to the Final Payment Date, funds
deposited in the Cash Collateral Account pursuant to Section 2.09(c) of the Credit
Agreement) to the Company (or to the Company’s designee) to be used by the Company for
general corporate purposes, or to be used by such designee for any lawful purpose.




     (iii) If an Event of Default shall have occurred and be continuing, the Collateral
Agent may, at the direction of the Majority Lenders, apply funds in the Cash Collateral
Account in accordance with Section 6.02.



     (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



12









 




Reduction Event”, then the Company shall deposit, or cause to be deposited, into the
Collateral Account, within five days after such receipt, the amount, if any, by which the portion
of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments
described in clause (a)(ii) or (a)(iii) of the definition thereof exceeds $100,000,000.




     (b) If an Unregulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of
a Covered Asset as described in clause (d) of the definition of “Mandatory Asset Reduction Event”,
then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five
days after such receipt, the portion of such Net Cash Proceeds that is not deemed to have been
invested in Qualified Investments described in clause (b)(ii) or (b)(iii) of the definition
thereof.



     (c) So long as no Event of Default has occurred and is continuing within one Business Day
after receipt, the Collateral Agent shall direct the Depository Bank to transfer the funds
deposited into the Collateral Account pursuant to Section 4.03(a) or 4.03(b) (in either case, for
each Disposition, the “Remaining Reinvestment Amount”) to the Qualified Investments Account.



     (d) If funds are to be transferred to the Qualified Investments Account pursuant to Section
4.03(c) and after giving effect to such transfer the Qualified Investments Account would contain
funds in respect of the Covered Assets of more than one Restricted Subsidiary, or in respect of
more than one Covered Asset of a single Restricted Subsidiary, the Collateral Agent shall cause the
Depository Bank to establish and maintain individual securities subaccounts, or the Collateral
Agent shall establish in its accounting records notional subaccounts (each, a “Qualified
Investments Subaccount”), in each case within the Qualified Investments Account, for each such
Restricted Subsidiary or each such Covered Asset.



     (e) For the period from the initial transfer of the Remaining Reinvestment Amount to the
Qualified Investments Account, until the date, if ever, on which the failure of the applicable
Restricted Subsidiary to invest such Remaining Reinvestment Amount in Qualified Investments,
requires application of all or a portion thereof in connection with a reduction of the Commitments
pursuant to Section 2.07(d) of the Credit Agreement, the Collateral Agent shall, at the written
direction of the Company from time to time, direct the Depository Bank to pay such funds on deposit
in the Qualified Investments Account (or any applicable Qualified Investments Subaccount) to the
Restricted Subsidiary identified by the Company in the Officer’s Certificate described in the
following sentence. The written direction described in the preceding sentence shall be accompanied
by an Officer’s Certificate (i) setting forth the name of the Restricted Subsidiary whose
Disposition of Covered Assets resulted in the deposit of the Remaining Reinvestment Amount that is
being requested to be paid pursuant to such written direction, (ii) if such Restricted Subsidiary
is a FERC-



13









 




Regulated Restricted Subsidiary, stating that all funds retained by such FERC-Regulated
Restricted Subsidiary pursuant to Section 4.03(a) from the Net Cash Proceeds of all of its
Dispositions of Covered Assets prior to the date of such certificate have been, or (by making the
currently proposed Qualified Investment(s)) will be, used to make Qualified Investments, and (iii)
describing the Qualified Investment(s) to be made (or deemed made) by such Restricted Subsidiary
with such funds, pursuant to the definition of “Qualified Investment”. Notwithstanding the
foregoing, the Company shall have the right to direct that funds on deposit in the Qualified
Investments Account or any applicable Qualified Investments Subaccount be paid to a FERC-Regulated
Restricted Subsidiary in respect of new Qualified Investments made or deemed made by such
FERC-Regulated Restricted Subsidiary only if, on the proposed date of such payment from the
Qualified Investments Account or applicable Qualified Investments Subaccount, the aggregate amount
of Qualified Investments made by such FERC-Regulated Restricted Subsidiary after April 16, 2003
equals or exceeds the sum of (1) the product of (x) $100,000,000 times (y) the number of such
Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary that have resulted in a
deposit in the Collateral Account, plus (2) the aggregate Net Cash Proceeds of Dispositions of
Covered Assets by such FERC-Regulated Restricted Subsidiary after April 16, 2003 that have not
resulted in deposits into the Collateral Account.




     (f) If a Mandatory Asset Reduction Event described in clause (d) of the definition thereof
shall occur with the result that the Company is required to cause Loans to be prepaid or Letters of
Credit to be Cash Collateralized pursuant to Section 2.09(c) of the Credit Agreement (a “2.09
Application”), the Collateral Agent shall direct the Depository Bank to transfer (i) if such
Mandatory Asset Reduction Event does not occur during the pendency of an Event of Default, (A) an
amount equal to the lesser of (x) the required 2.09 Application and (y) 80% of the funds remaining
in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) in
respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied in
accordance with Section 2.09(c) of the Credit Agreement, and (B) any remaining funds in the
Qualified Investments Account (or the applicable Qualified Investments Subaccount) to the Company,
or as the Company directs, to be used for general corporate purposes, or (ii) if such Mandatory
Asset Reduction Event occurs concurrently with or during the pendency of an Event of Default, 100%
of the funds remaining in the Qualified Investments Account (and in all applicable Qualified
Investments Subaccounts) in respect of the applicable Disposition of Covered Assets to the
Collateral Account to be applied (x) to the extent of the required 2.09 Application, in accordance
with Section 2.09(c) of the Credit Agreement and (y) the balance, in accordance with Section 6.02
hereof.



     (g) If following the application of a Mandatory Asset Reduction Amount in accordance with
Section 2.07(d) of the Credit Agreement and any prepayment of Loans or Cash Collateralization of
outstanding Letters of Credit in



14









 




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.



     Section 4.05. Investment of Funds in Pledged Accounts. (a) The Collateral Agent will
promptly direct the Depository Bank to (i) invest amounts on deposit in, or credited to, the
Pledged Accounts, (ii) reinvest any interest paid on the amounts referred to in clause (i) above,
and (iii) reinvest other proceeds of any such amounts that may mature or be sold, in each case, in
Cash Equivalents which are deposited into, or credited to, such Pledged Account, in each case as
the Company may select and instruct the Collateral Agent, unless, to the knowledge of the
Collateral Agent, any Event of Default has occurred and is continuing, in which event the
Collateral Agent shall direct the Depository Bank to invest such amounts in Cash Equivalents as the
Collateral Agent may direct. If no Event of Default then exists, interest and proceeds resulting
from an investment of funds in any Pledged Account in Cash Equivalents shall be, promptly upon
request of the Company, transferred to the Company to be used for general corporate purposes. In
addition, subject to any instructions from the Company (if not during the pendency of an Event of
Default), the Collateral Agent shall have the right at any time to direct the Depository Bank to
exchange such Cash Equivalents for similar Cash Equivalents of smaller or larger denominations.



     (b) Unless it has received instructions from the Company in accordance with this Section 4.05
as to the investment of such funds, the Collateral Agent



15









 




may direct the Depository Bank to invest or reinvest any funds in any Pledged Account. All
investments and reinvestments of funds in the Pledged Accounts shall be made in the name of the
Depository Bank.




     (c) Whenever directed to make a transfer of funds from any of the Pledged Accounts in
accordance with this Article 4, the Collateral Agent is hereby directed and authorized by the
Company, the Borrowers and the Grantors (for themselves and their respective Subsidiaries) to
direct the Depository Bank to liquidate (or cause to be liquidated) Cash Equivalents (in order of
their respective maturities with the Cash Equivalents with the shortest maturities being liquidated
first), to the extent that, after application of all other funds available for such purpose
pursuant to this Article 4, the liquidation of any Cash Equivalent is necessary to make such
transfer.



     (d) Neither the Collateral Agent nor the Depository Bank shall (in the absence of gross
negligence or willful misconduct, as finally determined by a court of competent jurisdiction) have
any liability with respect to any interest, cost or penalty on the liquidation of any Cash
Equivalent pursuant to this Agreement, nor shall the Collateral Agent (in the absence of gross
negligence or willful misconduct, as finally determined by a court of competent jurisdiction) have
any liability with respect to Cash Equivalents (including purchases or conversions of foreign
exchange) or moneys deposited into, or credited to, the Pledged Accounts (or any losses resulting
therefrom) invested in accordance with this Agreement. Without limiting the generality of the
foregoing, in the absence of gross negligence or willful misconduct, as finally determined by a
court of competent jurisdiction, the Collateral Agent shall have no responsibility for any
investment losses resulting from the investment, reinvestment or liquidation of all or a portion of
funds in the Pledged Accounts, if the Collateral Agent has made such investment, reinvestment or
liquidation, as applicable, in accordance with this Agreement.



     (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



16









 




after 11:00 a.m. (New York City time) on such day of deposit. Instructions to invest or
reinvest that are received after 11:00 a.m. (New York City time) will be treated as if received on
the following Business Day in New York. Requests or instructions received after 11:00 a.m. (New
York City time) by the Collateral Agent to liquidate all or a portion of funds in any Pledged
Account will be treated as if received on the following Business Day in New York.




     (ii) The Credit Parties acknowledge that non-deposit investment products (A) are not
obligations of, nor guaranteed, by JPMCB or any of its Affiliates; (B) are not FDIC insured; and
(C) are subject to investment risks, including the possible loss of principal amount invested.



     Section 4.06. Transfers from Accounts During the Continuance of an Event of Default. During
the existence and continuance of an Event of Default, the Collateral Agent shall not be obligated
to accept any instructions from the Company with respect to any transfer or withdrawal of funds on
deposit in, or credited to, any Pledged Account and, in such circumstances, the Collateral Agent
may direct the investment, transfer or withdrawal of funds in the Pledged Accounts without further
consent by the Company.



     Section 4.07. Reports, Certification and Instructions. (a) The Collateral Agent shall
maintain all such accounts, books and records as may be necessary to properly record all
transactions carried out by it under this Agreement. The Collateral Agent shall permit the Company
and its Affiliates and their authorized representatives to examine such accounts, books and
records; provided that any such examination shall occur upon reasonable notice and during normal
business hours.



     (b) The Collateral Agent shall deliver to the Company copies of the account statements for all
Pledged Accounts (including all subaccounts) for each month. Such account statements shall
indicate, with respect to each such account, deposits, credits and transfers, investments made and
closing balances. The Collateral Agent shall provide any additional information or reports
relating to the Pledged Accounts and the transactions therein reasonably requested from time to
time by the Company or any Secured Party.



     (c) Each time the Company directs the Collateral Agent to make or cause to be made a transfer
or withdrawal from a Pledged Account, it shall be deemed to represent and warrant for the benefit
of the Collateral Agent and the other Secured Parties that such transfer or withdrawal is being
made in an amount, and shall be applied solely for the purposes permitted by, and is and will
otherwise be in accordance with, this Agreement and the Credit Agreement. Except to the extent any
officer or officers of the Collateral Agent responsible for the administration of this Agreement
has actual knowledge to the contrary, the Collateral Agent may conclusively rely on, and shall
incur no liability in so relying on, any such direction.



17









 





     (d) Notwithstanding any provision to the contrary contained in this Agreement, all notices,
certifications, approvals, directions, instructions or other communication given to the Collateral
Agent with respect to any payments, transfers, credits, deposits, withdrawals or investments with
respect to, or otherwise relating to, any Pledged Account, in each case, by the Company or by any
other Secured Party shall be given in writing, and the Collateral Agent shall not be required to
take any action with respect to any payments, transfers, credits, deposits, withdrawals or
investments unless it has received such written instructions specifying the date, amount and
Pledged Account with respect to which such payment, transfer, credit, deposit, withdrawal or
investment is to be made.



     Section 4.08. Depository Bank Undertakings. The Depository Bank hereby represents and
warrants to, and agrees with the Company and the Collateral Agent as follows:



     (a) The Depository Bank (i) is a securities intermediary on the date hereof and (ii) so long
as this Agreement remains in effect and such Depository Bank remains the Depository Bank hereunder,
shall remain a securities intermediary, and shall act as such with respect to the Company, the
Collateral Agent, the Pledged Accounts and all of the Account Collateral and any other property
(including all financial assets and security entitlements maintained or carried in the Pledged
Accounts) from time to time transferred to, credited to, deposited in, or maintained in the Pledged
Accounts.



     (b) Each of the Pledged Accounts is, and shall remain, and the Depository Bank shall maintain
each of the Pledged Accounts as, a securities account, with the Collateral Agent (and no other
Person) as the entitlement holder and under the sole dominion and control of the Collateral Agent
for the ratable benefit of the Collateral Agent and the other Secured Parties.



     (c) The Depository Bank (i) has identified (and will continue to identify) the Collateral
Agent for the ratable benefit of the Secured Parties in its records as, and will treat the
Collateral Agent as (A) the sole Person having a security entitlement against the Depository Bank
with respect to the Pledged Accounts and the Account Collateral from time to time carried in the
Pledged Accounts, (B) the sole entitlement holder against the Depository Bank with respect to each
of the Pledged Accounts, (C) the sole Person having dominion and control over each of the Pledged
Accounts and any and all assets, property and items from time to time carried in such Pledged
Accounts (including cash) and (D) the sole Person entitled to exercise the rights with respect to
the Pledged Accounts; and (ii) has credited and will continue to credit such assets, property and
items to the Pledged Accounts in accordance with written instructions given pursuant to, and the
other terms and conditions of, this Agreement.



18









 





     (d) All of the property, including Account Collateral and cash, from time to time carried in
or credited to the Pledged Accounts, shall constitute financial assets, and the Depository Bank
shall treat all such property as financial assets under Article 8 of the UCC.



     (e) Notwithstanding any other provision in this Agreement to the contrary, the Depository Bank
(i) shall comply with any and all entitlement orders and other directions originated by, and only
by, the Collateral Agent in respect of the Pledged Accounts and the Account Collateral from time to
time carried therein without any further consent or action by the Company or any other Person and
(ii) shall not comply with the entitlement orders of any other Person.



     (f) The “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of
the UCC) of the Depository Bank is and will continue to be the State of New York.



     (g) To be binding on the Depository Bank, all instructions by the Collateral Agent pursuant to
this Agreement with respect to the Account Collateral carried in the Pledged Accounts must be given
to the Depository Bank, and only pursuant to and subject to the terms and conditions of this
Agreement.



     (h) Anything herein to the contrary notwithstanding, the Depository Bank will not be required
to follow any instruction that would violate any Applicable Law, decree, regulation or order of any
Governmental Authority (including any court or tribunal) or the terms of this Agreement.



     (i) The Depository Bank has not entered into and will not enter into any agreement with any
other Person relating to the Pledged Accounts or any Pledged Financial Assets credited thereto
pursuant to which it has agreed or will agree to comply with entitlement orders of such Person.
The Depository Bank has not entered into any other agreement with the Company or any other Person
purporting to limit or condition the duties of the Depository Bank to comply with entitlement
orders originated by the Collateral Agent as set forth in Section 4.08(e).



     (j) The Depository Bank hereby permanently waives and releases any Lien, right of setoff or
other right it may have against the Pledged Accounts and any Pledged Financial Assets or Pledged
Security Entitlements carried in or credited to the Pledged Accounts and any credit balance or cash
in the Pledged Accounts, and agrees that it will not assert any such Lien or other right in, to or
against the Pledged Accounts or any Pledged Financial Asset or Pledged Security Entitlement carried
therein or credited thereto, or any credit balance or cash in the Pledged Accounts.



19









 





     (k) The Depository Bank will send copies of all statements and confirmations for and in
respect of the Pledged Accounts simultaneously to the Company and the Collateral Agent.



     (l) All securities or other property underlying any financial assets consisting of Account
Collateral deposited in or credited to a Pledged Account shall be registered in the name of the
Depository Bank, endorsed to the Depository Bank or in blank or credited to another securities
account or securities accounts maintained in the name of the Depository Bank, and in no case will
any financial asset consisting of Account Collateral deposited in or credited to a Pledged Account
be registered in the name of the Company, payable to the order of the Company or specially endorsed
to the Company, except to the extent the foregoing have been specially endorsed by the Company to
the Depository Bank or in blank.



     (m) If any Person (other than the Collateral Agent) asserts to the Depository Bank any Lien,
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment,
execution or similar process) against any Account Collateral, the Depository Bank will as promptly
as practicable thereafter notify the Company and the Collateral Agent thereof.



     Section 4.09. Force Majeure. Neither the Collateral Agent nor the Depository Bank shall
incur any liability for not performing any act or fulfilling any obligation hereunder by reason of
any occurrence beyond its control (including any provision of any present or future law or
regulation or any act of any Governmental Authority, any act of God, war or terrorism, or the
unavailability of the Federal Reserve Bank wire services or any electronic communication facility).



     Section 4.10. Clearing Agency. The Account Collateral in the Pledged Accounts may be held by
the Collateral Agent directly or through any clearing agency or depository including the Federal
Reserve/Treasury Book-Entry System for United States and federal agency securities, and the
Depository Trust Company (collectively, the “Clearing Agency”). The Collateral Agent shall not
have any responsibility or liability for the actions or omissions to act on the part of any
Clearing Agency. The Collateral Agent is authorized, for any Collateral at any time held
hereunder, to register the Collateral in the name of one or more of its nominee(s) or the
nominee(s) of any Clearing Agency in which the Collateral Agent has a participant account, and such
nominee(s) may sign the name of any Credit Party and guarantee such signature in order to transfer
securities or certify ownership thereof to tax or other Governmental Authorities.



     Section 4.11. Return of Funds to the Company. Upon any request by the Company following the
release of the Transaction Liens in accordance with Section 5.07(b), the Collateral Agent shall
direct the Depository Bank to, and the Depository Bank shall promptly pay, transfer and deliver to
or to the order of the



20









 




Company all moneys, investments, and other property held in, or credited to, the Pledged
Accounts, in each case, in accordance with the instructions of the Company and at the Company’s
expense.




ARTICLE 5

Security Interests




     Section 5.01. Grant of Security Interests. (a) Each Subsidiary Grantor hereby grants to the
Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such
Subsidiary Grantor’s right, title and interest in and to the following, in each case, as to each
type of property described below, whether now owned or hereafter acquired by such Subsidiary
Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the
“Security Collateral”):




     (i) the Initial Pledged Equity and the certificates, if any, representing the Initial
Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and
other property from time to time received, receivable or otherwise distributed in respect
of, in exchange for, or in conversion of, any or all of the Initial Pledged Equity and all
subscription warrants, rights or options issued thereon or with respect thereto;




     (ii) all additional shares of stock and other Equity Interests of or in any Pledged
Company from time to time acquired by such Subsidiary Grantor in any manner (such shares
and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged
Equity”), and the certificates, if any, representing such additional shares or other
Equity Interests, and all dividends, distributions, return of capital, cash, instruments
and other property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such Pledged Equity and all subscription
warrants, rights or options issued thereon or with respect thereto;




     (iii) all books and records of such Grantor pertaining to the Security Collateral;




     (iv) all supporting obligations, general intangibles and contract rights (including
rights under limited liability company agreements, limited partnership agreements and any
other organizational or constituent documents pursuant to which Pledged Equity has been
issued or which sets out rights with respect thereto), warranties, indemnities or
guaranties, in each case to the extent relating to, or payable in respect of, interests in
the Security Collateral, and any tort claims (including all commercial tort claims)
arising in connection with interests in the Security Collateral; and



21









 






     (v) all proceeds of the foregoing Security Collateral.



     (b) Each Subsidiary Grantor hereby grants to the Collateral Agent, for the ratable benefit of
the Secured Parties, a security interest in such Subsidiary Grantor’s right, title and interest in
and to the following (but excluding Excluded Subsidiary Grantor Assets), in each case, as to each
type of property described below, whether now owned or hereafter acquired by such Subsidiary
Grantor, wherever located, and whether now or hereafter existing or arising (all such property in
which a security interest is granted under this Section 5.01(b) being, collectively, the
“Subsidiary Grantor Payment Collateral”):




     (i) all accounts and payment intangibles owing to such Subsidiary Grantor by (A) any
Pipeline Company Borrower or (B) any other Grantor;




     (ii) all instruments owing to such Subsidiary Grantor by (A) any Pipeline Company
Borrower or (B) any other Grantor;




     (iii) all chattel paper in respect of obligations payable to such Subsidiary Grantor
with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any
other Grantor; and




     (iv) all proceeds of the foregoing Subsidiary Grantor Payment Collateral.


Notwithstanding the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the
Liens created under this Section 5.01(b) shall not encumber, (A) any (1) accounts owing to the
Exempted Guarantor by the Company, (2) payment intangibles owing to the Exempted Guarantor by the
Company, (3) instruments owing to the Exempted Guarantor by the Company or (4) chattel paper in
respect of obligations payable to the Exempted Guarantor with respect to which the account debtor
is the Company, or (B) any Excluded Payment Property of any Grantor (all of the property described
in clause (A) and (B) of this sentence being, collectively, the “Excluded Subsidiary Grantor
Assets”).




     (c) The Company hereby grants to the Collateral Agent, for the ratable benefit of the Secured
Parties, a security interest in the Company’s right, title and interest in and to the following
(but excluding Excluded Payment Property of the Company), in each case, as to each type of property
described below, whether now owned or hereafter acquired by the Company, wherever located, and
whether now or hereafter existing or arising (all such property in which a security interest is
granted under this Section 5.01(c) being, collectively, the “Company Payment Collateral”, and
together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):



22









 






     (i) all accounts or payment intangibles owing to the Company by (A) any Pipeline
Company Borrower or (B) any Grantor (other than the Exempted Guarantor);




     (ii) all instruments owing to the Company by (A) any Pipeline Company Borrower or (B)
any Grantor (other than the Exempted Guarantor);




     (iii) all chattel paper in respect of obligations payable to the Company with respect
to which the account debtor is (A) any Pipeline Company Borrower or (B) any Grantor (other
than the Exempted Guarantor); and




     (iv) all proceeds of the foregoing Company Payment Collateral.


Notwithstanding the foregoing, the Company Payment Collateral shall not include, and the Liens
created under this Section 5.01(c) shall not encumber, any Excluded Payment Property of the
Company.




     (d) Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured
Parties, a security interest in such Grantor’s right, title and interest in and to the following,
in each case, as to each type of property described below, whether now owned or hereafter acquired
by such Grantor, wherever located, and whether now owned or hereafter existing or arising
(collectively, the “Account Collateral”):




     (i) the Pledged Accounts, all Pledged Financial Assets, all Pledged Security
Entitlements and all property, funds, interest, dividends, distributions, cash,
instruments and other property from time to time carried in or credited to any Pledged
Account or received, receivable or otherwise distributed in respect of or in exchange for
any or all of the foregoing, and all certificates and instruments, if any, from time to
time representing or evidencing the Pledged Accounts;




     (ii) all promissory notes, certificates of deposit, deposit accounts, checks and
other instruments delivered (or required to be delivered) to or otherwise possessed by the
Collateral Agent for or on behalf of such Grantor in connection with the Account
Collateral, including those received in substitution for or in addition to any or all of
the Account Collateral;




     (iii) all interest, dividends, distributions, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Account Collateral;



23









 






     (iv) all books and records of such Grantor pertaining to any of the Account
Collateral;




     (v) all supporting obligations, general intangibles, contract rights, warranties,
indemnities and guaranties, in each case to the extent relating to, or payable in respect
of, the Account Collateral; and




     (vi) all proceeds of the foregoing Account Collateral.



     Section 5.02. Security for Obligations. (a) In the case of each Grantor, the security
interests granted by such Grantor pursuant to Sections 5.01(a) through (d) secure the payment and
performance of all such Grantor’s Secured Obligations, whether now existing or hereafter arising.



     (b) Without limiting the generality of subsection (a) of this Section 5.02, as to each
Grantor, the security interests granted by such Grantor pursuant to Sections 5.01(a) through (d)
secure the payment of all amounts that constitute part of such Grantor’s Secured Obligations and
would be owed by such Grantor but for the fact they are unenforceable or not allowable due to the
existence of an Insolvency Proceeding involving such Grantor.



     Section 5.03. Delivery and Control of Collateral. (a) All certificates or instruments
representing or evidencing Security Collateral shall be delivered to and held by or on behalf of
the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or
shall be accompanied by duly indorsed instruments of transfer or assignment in blank, all in form
and substance reasonably satisfactory to the Collateral Agent, but excluding checks, certificates
of title and other similar instruments. If an Event of Default has occurred and is continuing, the
Collateral Agent shall have the right, in its discretion and without notice to any Credit Party, to
transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of
the Security Collateral, subject only to the revocable rights specified in Section 5.08. In
addition, the Collateral Agent shall have the right at any time to exchange certificates or
instruments representing or evidencing Security Collateral for certificates or instruments of
smaller or larger denominations.



     (b) With respect to any Security Collateral in which any Grantor has any right, title or
interest and that constitutes an uncertificated security, such Grantor will cause the issuer
thereof to agree in an authenticated record with such Grantor and the Collateral Agent that such
issuer will comply with instructions with respect to such Security Collateral originated by the
Collateral Agent without further consent of such Grantor, such authenticated record to be in form
and substance satisfactory to, and to be delivered to, the Collateral Agent. With respect to any
Security Collateral in which any Grantor has any right, title or interest and that is not an
uncertificated security, upon the request of the



24









 




Collateral Agent, such Grantor will notify each such issuer of Pledged Equity that such
Pledged Equity is subject to the security interest granted hereunder.




     (c) Each Grantor shall deliver to the Collateral Agent all Payment Collateral pledged by it
that constitutes instruments or tangible chattel paper, accompanied by duly indorsed instruments of
transfer or assignment in blank, which instruments of transfer or assignment shall be in form
reasonably satisfactory to the Collateral Agent.



     Section 5.04. Further Assurances; Etc.. (a) Each Grantor agrees that from time to time, at
the expense of such Grantor, such Grantor will promptly do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register any and all such further acts, pledge
agreements, collateral assignments, account control agreements, financing statements and
continuations thereof, termination statements, notices of assignment, transfers, certificates,
assurances and other instruments as the Collateral Agent or the Depository Bank may reasonably
require from time to time in order to (i) carry out more effectively the purposes of the Security
Documents with respect to the Collateral, (ii) to the fullest extent permitted by Applicable Law,
subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii)
perfect and maintain the validity and effectiveness of the Security Documents and the validity,
effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign,
transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights
granted or now or hereafter stated to be granted to the Secured Parties in respect of the
Collateral under any Security Document or under any other instrument executed in connection with
any Security Document to which it is a party. Without limiting the generality of the foregoing,
each Grantor will promptly with respect to Collateral of such Grantor: (A) execute or authenticate
and file such financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as the Collateral Agent may reasonably
request, in order to perfect and preserve the Transaction Liens; (B) deliver and pledge to the
Collateral Agent for benefit of the Secured Parties certificates representing Security Collateral
that constitutes certificated securities, accompanied by undated stock powers indorsed in blank,
and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible
chattel paper and all instruments constituting Collateral, together with duly indorsed instruments
of transfer or assignment in blank; (C) take all action necessary to ensure that the Collateral
Agent has control of Collateral, if any, consisting of deposit accounts, as provided in Section
9-104 of the UCC, control of the Account Collateral as provided in Sections 8-106 and 9-106 of the
UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in
Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action
that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve
Transaction Liens has been taken.



25









 





     (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or
continuation statements, and amendments thereto, including one or more financing statements
indicating that such financing statements cover all right, title and interest of such Grantor in
and to the Collateral, in each case without the signature of such Grantor. The Collateral Agent
shall provide a copy of each such financing statement to each Grantor. A photocopy or other
reproduction of this Agreement or any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies
its authorization for the Collateral Agent to have filed such financing statements, continuation
statements or amendments filed prior to the date hereof.



     Section 5.05. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a)
each Grantor shall remain liable under any contracts and agreements included in such Grantor’s
Collateral (including, with respect to Security Collateral, any obligations under limited liability
company agreements, limited partnership agreements and any other organizational or constituent
documents pursuant to which Pledged Equity has been issued or which sets out obligations with
respect to Security Collateral) to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been executed, (b) the
exercise by the Collateral Agent of any of the rights hereunder shall not release any Grantor from
any of its duties or obligations under the contracts and agreements included in the Collateral and
(c) no Secured Party shall have any obligation or liability under the contracts and agreements
included in the Collateral by reason of this Agreement or any other Security Document, nor shall
any Secured Party be obligated to perform any of the obligations or duties of any Grantor
thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.



     Section 5.06. Additional Equity Interests. (a) Pledged Equity. Each Grantor agrees that
(i) it will cause each Pledged Company the Pledged Equity in which has been pledged by such Grantor
hereunder, not to issue any Equity Interests or other securities in addition to or in substitution
for the Pledged Equity issued by such Pledged Company, except to such Grantor, (ii) it will pledge
hereunder, immediately upon such Grantor’s acquisition (directly or indirectly) thereof, any and
all additional Equity Interests issued by such Pledged Company, and (iii) it will cause all such
Equity Interests issued by such Pledged Company to be certificated securities under Article 8 of
the UCC and under Article 8 or Chapter 8 of the Uniform Commercial Code as in effect in the
jurisdiction of organization of such Pledged Company; provided, however, that this Section 5.06
shall not limit any Grantor’s rights under Section 5.07(a)(ii).



     (b) Ownership of Equity Interests in Grantors. The Company agrees and covenants that it will
at all times own, directly or indirectly, 100% of the outstanding Equity Interests (including all
voting, economic and other rights associated therewith) in each Grantor, except for the rights of
the Collateral Agent



26









 




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.




     (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



27









 




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;




     (ii) except as provided in Section 5.08(b), each Grantor shall be entitled to receive
and retain any and all cash dividends, interest and other cash distributions paid in
respect of the Security Collateral of such Grantor;




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




     (iv) the Collateral Agent will (A) execute and deliver (or cause to be executed and
delivered) to each Grantor all such proxies and other instruments as such Grantor may
reasonably request for the purpose of enabling such Grantor to exercise the voting and
other rights that it is entitled to exercise pursuant to paragraph (i) above (including,
in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s
delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the
certificate(s) or instrument(s) representing or evidencing any such Collateral for the
purpose of effecting the exchange of such certificate(s) or instrument(s) for new
certificate(s) or instrument(s)) and to receive the dividends, interest or other
distributions that it is authorized to receive and retain pursuant to paragraph (ii)
above, and (B) with respect to Payment Collateral, provide such instructions to account
debtors and Persons obligated to make payments on instruments as will enable each Grantor
to receive all payments it is authorized to receive and retain pursuant to paragraph (iii)
above. In the absence of instructions to vote or exercise other rights, the Collateral
Agent shall not be obligated and shall incur no liability for its failure to take any
action in respect of such rights.



28









 





     (b) The Collateral Agent shall be entitled to receive (whether or not an Event of Default has
occurred and is continuing), (i) all non-cash dividends and distributions (including distributions
upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which
shall be held by the Collateral Agent as Security Collateral, and (ii) all cash dividends, interest
and other cash distributions in respect of Security Collateral distributed in exchange for, in
redemption of, or in connection with a partial or total liquidation or dissolution or with a
reduction of capital, capital surplus or paid-in-surplus, which distributions described in this
clause (ii) shall be deposited in the Collateral Account and held and administered as Account
Collateral, provided, however, that a Credit Related Party that receives a dividend from a
FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral
Agent so long as (x) such funds are not proceeds of a Mandatory Asset Reduction Event and (y) such
funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to
this Agreement agrees to pay and deliver all dividends, distributions and interest described in
this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any
Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a
Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to
deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or
conversion. Any and all dividends, distributions and interest described in this Section 5.08(b)
that are received by a Grantor contrary to the provisions of this Section 5.08(b), shall be
received in trust for the benefit of the Collateral Agent, shall be segregated from the other
property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral
Agent and held and administered as above provided in this Section 5.08(b).



     (c) Upon the occurrence and during the continuance of any Event of Default:




     (i) all rights of each Grantor to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise pursuant to
Section 5.08(a)(i) shall, upon delivery by the Collateral Agent to such Grantor of a
written notice of such Event of Default, cease, and all such rights shall thereupon become
vested in the Collateral Agent, which shall thereupon have the sole right to exercise or
refrain from exercising such voting and other consensual rights;




     (ii) all rights of each Grantor to receive the dividends, interest and other
distributions that it would otherwise be authorized to receive and retain pursuant to
Section 5.08(a)(ii) shall, upon delivery by the Collateral Agent to such Grantor of a
written notice of such Event of Default, cease, and all such rights shall thereupon become
vested in the Collateral Agent, and any and all such cash dividends, interest and other
cash distributions received by such Grantor shall be promptly delivered to the Collateral



29









 







Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash
Collateral Account to be administered in accordance with Section 4.02(b)(iii). With
respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery
by the Collateral Agent to such issuer of a written notice of such Event of Default, such
issuer shall thereafter pay and deliver all dividends, distributions and interest
described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer
has received written notice from the Collateral Agent that such Event of Default no longer
exists. Each Grantor that has granted a security interest in Pledged Equity under this
Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer
to pay and deliver all dividends, distributions and interest described in this Section
5.08(c)(ii) directly to the Collateral Agent. Any such dividends, interest and
distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii)
shall be received in trust for the benefit of the Collateral Agent, shall be segregated
from the other funds of such Grantor and shall be promptly paid over to the Collateral
Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash
Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and




     (iii) all rights of each Grantor to receive the payments on Payment Collateral that
it would otherwise be authorized to receive and retain pursuant to Section 5.08(a)(iii)
shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company
Borrowers of a written notice of such Event of Default, cease and thereafter all such
payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable,
that is the account debtor or Person obligated to make payment on such Payment Collateral,
directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a
subaccount of the Cash Collateral Account to be administered in accordance with Section
4.02(b)(iii). Any such payments received by a Grantor contrary to the provisions of this
Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent,
shall be segregated from the other funds of such Grantor and shall be promptly paid over
by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit
same in a subaccount of the Cash Collateral Account to be administered in accordance with
this Section 5.08(c)(iii).



     Section 5.09. The Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby
irrevocably appoints the Collateral Agent such Grantor’s attorney-in-fact, with full authority in
the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to
time, in the Collateral Agent’s discretion, to take any action and to execute any instrument that
the Collateral Agent may deem necessary or advisable to accomplish the purposes of this



30









 




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;


provided that the Collateral Agent shall not exercise the power and authority granted to it
pursuant to this Section 5.09 except during such period as an Event of Default has occurred and is
continuing.




     Section 5.10. Netting of Accounts. Notwithstanding any other provision of this Agreement or
the Credit Agreement, so long as no Event of Default has occurred and in continuing, any Credit
Related Party may reduce (through the exercise of set-off or similar rights) the principal amount
of any accounts, payment intangibles, instruments or chattel paper owed by it to another Credit
Related Party by the amount of any accounts, payment intangibles, instruments or chattel paper owed
to it or any of its Subsidiaries by such other Credit Related Party or any Subsidiaries of such
other Credit Related Party.



ARTICLE 6

Remedies and Enforcement




     Section 6.01. Remedies and Enforcement. (a) At such time as any Event of Default has
occurred and is continuing, the Collateral Agent shall have the right to take such actions as are
necessary or appropriate to enforce, implement and administer the provisions hereof or of any other
Security Document that are applicable to any period during which an Event of Default has occurred
and is continuing, and without limiting the foregoing, the Collateral Agent shall have and may
exercise, enforce, implement and administer all rights, privileges, powers, benefits and remedies
granted to or arising in favor of the Collateral Agent under such provisions with respect to any
such Event of Default, including in each case referenced above the provisions of Section
4.02(b)(iii), 4.03(f), 4.05( ), 4.06, 5.03(a), 5.08, and 5.09, with respect to any Net Cash
Proceeds constituting Mandatory Asset Reduction Amounts, the application or non-application of
funds in Pledged Accounts, deposits or transfers of funds into or from Pledged Accounts or
subaccounts thereof, delivery of funds from Pledged



31









 




Accounts to the Collateral
Agent, the right to direct investments, voting rights with respect to Security Collateral and
powers of attorney.




     (b) At such time as an Event of Default has occurred and is continuing, the Collateral Agent
shall have and in its discretion may exercise any or all of the following rights and remedies:




     (i) Enforcement Actions. The Collateral Agent may take any Enforcement Action or
Enforcement Actions (at such times, places and by such methods, as the Collateral Agent
shall determine, including any actions incidental to carrying out any such Enforcement
Action) in order to enforce the Security Documents and to realize upon the Collateral or,
in the case of any Insolvency Proceeding against the Company or any of its Subsidiaries,
seeking to enforce the claims and/or Transaction Liens, including claims under the
Security Documents.




     (ii) Sale; Incidents of Sale. The Grantors agree that, to the extent notice of sale
shall be required by Applicable Law with respect to the Disposition of any Collateral, at
least ten days’ notice to the Company of the time and place of any public Disposition or
the time after which any private Disposition is to be made shall constitute reasonable
notification. The Collateral Agent shall not be obligated to make any Disposition of
Collateral regardless of notice of Disposition having been given. The Collateral Agent
may adjourn any public or private Disposition from time to time by announcement at the
time and place fixed therefor, and such Disposition may, without further notice, be made
at the time and place to which it was so adjourned. With respect to any Disposition of
any of the Collateral made or caused to be made by the Collateral Agent, whether made
under the power of Disposition hereby given or pursuant to judicial proceedings, to the
extent permitted by Applicable Law:




     (A) Any Secured Party, the Company, and any of the Company’s Affiliates
(including any Grantor) may bid for, and purchase, the Collateral offered for
sale, and, upon compliance with the terms of sale and Applicable Law, may hold
and Dispose of such property; and




     (B) Pursuant to the power of attorney granted under Section 5.09(a), the
Collateral Agent may, but shall not be obligated to, make all necessary deeds,
bills of sale and instruments of assignment and transfer covering the Collateral
Disposed of, and for that purpose the Collateral Agent may execute all necessary
deeds, bills of sale and instruments of assignment and transfer, and may
substitute one or more Persons with like power.



32









 






     (iii) Collateral Agent May File Proofs of Claim. In case of the pendency of any
Insolvency Proceeding relative to the Company or any of its Subsidiaries or the
Collateral, the Collateral Agent (irrespective of whether any of the outstanding Secured
Obligations shall then be due and payable) shall be entitled and empowered (but not
obligated), by intervention in such proceeding or otherwise, (A) to file and prove a claim
for the whole amount of the Secured Obligations owing and unpaid in order to protect the
rights of the Secured Parties under the Security Documents and with respect to the
Collateral, and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Collateral Agent (including any claim for the reasonable
compensation, disbursements and advances of the Collateral Agent in its individual or
trust capacity and its agents and counsel) and of any other Secured Parties in respect of
the Security Documents and the Collateral allowed in such judicial proceeding and (B) to
collect and receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Secured Party to make payments with respect to such claims to the
Collateral Agent.




     (iv) Collateral Agent May Enforce Claims. All rights of action and claims under this
Agreement and the other Security Documents may be prosecuted and enforced by the
Collateral Agent; provided that the Collateral Agent is also hereby appointed as agent for
the other Secured Parties for the purposes of protecting their interests in and to any
portion of the Collateral and under the Security Documents, and the Collateral Agent shall
take such action solely as agent for the Secured Parties.



     Section 6.02. Application of Proceeds. If an Event of Default shall have occurred and be
continuing and the Collateral Agent applies (i) any cash held in the Pledged Accounts or (ii) the
proceeds of any Disposition of all or any part of the Collateral, such cash and/or proceeds shall
be applied to the Secured Obligations in the following order of priorities:




     first, to pay the expenses of such Disposition, including reasonable compensation to
agents of and counsel for the Collateral Agent, and all expenses, liabilities and advances
incurred or made by the Collateral Agent in connection with the Security Documents, and
any other amounts then due and payable to the Collateral Agent in its capacity as such
pursuant to Section 9.01 hereof or Section 10.03 of the Credit Agreement;




     second, to pay the unpaid principal of all Borrowings and all unreimbursed LC
Disbursements and to Cash Collateralize all outstanding Letters of Credit, all ratably
until the principal of all Borrowings and all



33









 







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




     finally, to pay to the relevant Grantor, or as a court of competent jurisdiction may
direct, any surplus then remaining from the proceeds of the Collateral owned by it;


provided that Collateral owned by a Subsidiary Grantor and any proceeds thereof shall be applied
pursuant to the foregoing clauses first, second, third and fourth only to the extent permitted by
the limitation in Section 2.01(b) of the Subsidiary Guarantee Agreement. The Collateral Agent may
make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination
thereof.




     Section 6.03. Other Remedies of Secured Parties. Except as the same relates to the
Collateral or as otherwise expressly prohibited by this Agreement or any other Security Document,
each Secured Party may exercise any right or power, enforce any remedy, give any direction, consent
or waiver or make any determination, under or in respect of any provision of any Financing Document
to which it is a party. Notwithstanding the foregoing, no Secured Party other than the Collateral
Agent shall have the right to take any Enforcement Action with respect to the Collateral or the
Subsidiary Guarantee Agreement or seek to exercise and enforce the Transaction Liens, and all such
Enforcement Actions shall be effected solely through the Collateral Agent. No reference in this
Agreement to the Collateral Agent’s making a demand for payment under the Subsidiary Guarantee
Agreement shall be construed to mean that such a demand is required in order to cause any
obligation under the Subsidiary Guarantee Agreement to become due and payable, it being understood
that obligations under the Subsidiary Guarantee Agreement shall become due and payable at such
times as they become due and payable under the terms of the Subsidiary Guarantee Agreement.



ARTICLE 7

Depository Bank




     Section 7.01. Depository Bank. The provisions of Article 9 of the Credit Agreement shall
inure to the benefit of the Depository Bank to the same extent as if it were named as an Agent
therein.



34









 





ARTICLE 8

[reserved]




ARTICLE 9

Miscellaneous



     Section 9.01. Indemnity and Expenses. (a) Each Credit Party agrees to indemnify (without
duplication), defend and save and hold harmless each of the Collateral Agent, the Depository Bank
and the Secured Parties and each of their Affiliates and their respective officers, directors,
employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay, any
and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses
of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with (i) this Agreement or the other Security Documents, or
(ii) as a result of the execution or delivery of this Agreement or the other Security Documents or
the performance by the Credit Parties hereto and thereto of their respective obligations hereunder
and thereunder, except in each case of clause (i) and (ii), as to any particular Indemnified Party,
to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable
judgment by a court of competent jurisdiction to have resulted from, or to be attributable to, the
gross negligence or willful misconduct of such Indemnified Party or its employees or agents. The
indemnification provisions of this Section 9.01(a) are not intended to constitute a guaranty of
payment of any principal, interest, facility or commitment fees, rental or other lease payments, or
analogous amounts, under any Secured Obligations; provided that nothing in this Section 9.01(a)
shall limit the liability of any Credit Party for the payment of any Secured Obligation, to the
extent such liability arises under any other Financing Document, including any liability arising
under this Agreement.



     (b) Each Credit Party will pay to the Collateral Agent the amount of any and all reasonable
out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any
experts and agents, that the Collateral Agent may incur in connection with (i) the administration
of this Agreement and the other Security Documents, (ii) the custody, preservation, or the sale of,
collection from or other realization upon, any of the Collateral of such Credit Party, (iii) the
exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party
hereunder, or (iv) the failure by such Credit Party to perform or observe any of the provisions
hereof required to be performed or observed by it.



     (c) The indemnities provided by the Credit Parties pursuant to this Agreement shall survive
the expiration, cancellation, termination or modification of this Agreement or the other Security
Documents, the resignation or removal of



35









 




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



36









 







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



37









 




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 shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:



38









 






     (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its
address specified in or pursuant to Section 10.01 of the Credit Agreement;




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




     (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional
Trust Services, 4 New York Plaza, 21st Floor, New York, New York 10004, Attention of Linda
Ramos-McCollum (Telecopy No. (212) 623-6168.



     (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or
the Depository Bank hereunder may be delivered or furnished by electronic communications. The
Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices or communications.



     (c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given and effective, if sent by mail or courier on the date of delivery
thereof to the address specified herein for such notice, or if by telecopier when the answerback is
received or if by other means, on the date of receipt; 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 vested with all the benefits in respect thereof granted to such
Secured Party herein or otherwise, in each case subject to the Financing Documents.



     Section 9.06. [Reserved].



39









 





     Section 9.07. Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an executed counterpart of
a signature page to this Agreement by telecopier shall be effective as delivery of an original
executed counterpart of this Agreement.



     Section 9.08. Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, then to the extent permitted by law, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



     Section 9.09. Integration. This Agreement and the other Financing Documents represent the
agreement of the parties hereto with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by any party relative to subject matter
hereof not expressly set forth or referred to herein or in the other Financing Documents.



     Section 9.10. No Partnership. Nothing contained in this Agreement and no action by any
Secured Party is intended to constitute or shall be deemed to constitute the Secured Parties (or
any of them) a partnership, association, joint venture or other entity.



     Section 9.11. No Reliance. No Secured Party has relied on any representation or warranty of
any other Secured Party with respect to this Agreement and the transactions contemplated hereunder
unless such representation or warranty has been set forth expressly in this Agreement.



     Section 9.12. Release. On the date hereof, without further action by any party to this
Agreement or the Existing Security Agreement, each of the Released Parties shall cease to be a
Subsidiary Grantor under the Existing Security Agreement, and shall not be deemed a Subsidiary
Grantor under this Agreement.



     Section 9.13. No Impairment. Nothing in this Agreement is intended or shall be construed to
impair, diminish or otherwise adversely affect any other rights the Secured Parties may have or may
obtain against the Company, any other Credit Party or any other Person.



     Section 9.14. Equitable Remedies. Each party to this Agreement acknowledges that the breach
by it of any of the provisions of this Agreement is likely to cause irreparable damage to the other
party. Therefore, the relief to which any party shall be entitled in the event of any such breach
or threatened breach shall include, but not be limited to, a mandatory injunction for specific
performance, injunctive or other judicial relief to prevent a violation of any of the provisions of
this Agreement, damages and any other relief to which it may be entitled at law or in equity.



40









 





     Section 9.15. Remedies. (a) Other than as stated expressly herein, no remedy herein
conferred upon the Collateral Agent or any other Secured Party is intended to be exclusive of any
other remedy and each and every such remedy shall be cumulative and shall be in addition to every
other remedy given under this Agreement or the other Financing Documents, or now or hereafter
existing at law or in equity or by statute or otherwise.



     (b) As between the Credit Parties and each Secured Party, it is agreed that the amounts
payable by the Company at any time in respect of the Secured Obligations shall be a separate and
independent debt and each Secured Party shall be entitled, subject to Section 6.03, to protect and
enforce its rights arising out of the Financing Documents to which it is a party and its right,
pursuant to the terms of any Financing Document to which it is a party, to cancel or suspend its
commitments thereunder and to accelerate the maturity of any of the Secured Obligations, in each
case in accordance with the applicable Financing Documents, and, except as aforesaid, it shall not
be necessary for any other Secured Party to consent to, or be joined as an additional party in, any
proceedings for such purposes.



     (c) In case the Collateral Agent shall have proceeded to enforce any right, remedy or power
under this Agreement or any other Security Document and the proceeding for the enforcement thereof
shall have been discontinued or abandoned for any reason or shall have been determined adversely to
the Collateral Agent, then and in every such case the Credit Parties and the Secured Parties shall,
subject to any effect of or determination in such proceeding, severally and respectively be
restored to their former positions and rights under this Agreement or any other Security Document
and thereafter all rights, remedies and powers of the Secured Parties shall continue as though no
such proceeding had been taken.



     Section 9.16. Limitations. (a) The obligations, liabilities or responsibilities of any
party hereunder shall be limited to those obligations, liabilities or responsibilities expressly
set forth and attributed to such party pursuant to this Agreement or otherwise applicable under
Applicable Law.



     (b) In no event shall any Secured Party be liable for, and each of the Credit Parties hereby
agrees not to assert any claim against any Secured Party, on any theory of liability, for
consequential, incidental, indirect, punitive or special damages arising out of or otherwise
relating to this Agreement, the other Financing Documents, any of the transactions contemplated
herein or therein, or the actual or proposed use of the proceeds of any Loan, Letter of Credit or
Secured Hedging Agreement.



     Section 9.17. Survival. Notwithstanding anything in this Agreement to the contrary, Sections
9.01, 9.17, 9.19, 9.20 and 9.21 shall survive any



41









 




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 (a) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any
such court.



     (c) Each party to this Agreement irrevocably consents to service of process in any action or
proceeding referred to in this Section 9.19 by the mailing thereof by certified mail, return
receipt requested, addressed as provided in Section 9.04( ), with a copy thereof to the “General
Counsel” of such Person at such same address. Nothing in this Agreement will affect the right of
any party to this Agreement to serve process in any other manner permitted by law.



     Section 9.20. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     Section 9.21. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE



42









 




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.




43









 





     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:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	PIPELINE COMPANY BORROWERS:  	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 	 
	 
	SUBSIDIARY GRANTORS: 	 EL PASO EPNG INVESTMENTS, L.L.C.

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EL PASO TENNESSEE PIPELINE CO.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EL PASO TGPC INVESTMENTS, L.L.C.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	RELEASED PARTIES: 	 EL PASO CNG COMPANY, L.L.C.

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EL PASO NORIC INVESTMENTS III, L.L.C.

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EPPP CIG GP HOLDINGS, L.L.C.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	COLLATERAL AGENT: 	 JPMORGAN CHASE BANK, N.A., as Collateral Agent

 	 
	 	By:  	/s/ Robert Traband
 	 
	 	 	Name:  	Robert Traband 	 
	 	 	Title:  	Executive Director 	 
	 
	DEPOSITORY BANK: 	 JPMORGAN CHASE BANK, N.A., as Depository Bank

 	 
	 	By:  	/s/ Robert Traband
 	 
	 	 	Name:  	Robert Traband 	 
	 	 	Title:  	Executive Director 	 
	 








 









 








SCHEDULE I




SUBSIDIARY GRANTORS



El Paso EPNG Investments, L.L.C.

El Paso Tennessee Pipeline Co.

El Paso TGPC Investments, L.L.C.









Schedule II
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 II
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
	 	Corporation
	 	Delaware
	 	 	2884676	 
	 

	 	 	 	1001 Louisiana St. 	 	 	 	 	 	 	 	 
	 

	 	 	 	Houston, Texas 77002	 	 	 	 	 	 	 	 
	 
	El Paso EPNG Investments, L.L.C.

	 	Delaware
	 	El Paso Building
	 	Limited Liability
	 	Delaware
	 	 	3640051	 
	 

	 	 	 	1001 Louisiana St. 
	 	Company	 	 	 	 	 	 
	 

	 	 	 	Houston, Texas 77002	 	 	 	 	 	 	 	 
	 
	El Paso Tennessee Pipeline Co.

	 	Delaware
	 	El Paso Building
	 	Corporation
	 	Delaware
	 	 	2140052	 
	 

	 	 	 	1001 Louisiana St. 	 	 	 	 	 	 	 	 
	 

	 	 	 	Houston, Texas 77002	 	 	 	 	 	 	 	 
	 
	El Paso TGPC Investments, L.L.C.

	 	Delaware
	 	El Paso Building
	 	Limited Liability
	 	Delaware
	 	 	3640033	 
	 

	 	 	 	1001 Louisiana St. 
	 	Company	 	 	 	 	 	 
	 

	 	 	 	Houston, Texas 77002	 	 	 	 	 	 	 	 











Schedule III
1









 








SCHEDULE IV




CHANGES

Scope: Within Last 5 Years Prior to Effective Date



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Changes in	 	 
	 	 	 	 	 	 	Changes in	 	 	 	the	 	 
	 	 	Changes in the	 	Changes	 	the Chief	 	Changes in the	 	Jurisdiction	 	Changes in the
	 	 	Company	 	in	 	Executive	 	Type of	 	of	 	Organizational
	Company	 	Name	 	Location	 	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 IV
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 16, 2007 among the Company, the Pipeline Company
Borrowers, the Subsidiary Grantors and JPMorgan Chase Bank N.A. (“JPMCB”), in its capacity as
Collateral Agent for the Secured Parties and Depository Bank (as amended, supplemented or otherwise
modified from time to time, the “Security Agreement).



     The undersigned hereby directs, on behalf of the Company, that $                     (the “Transfer
Amount”) be withdrawn from [the Qualified Investments Account] [identify applicable Qualified
Investments Subaccount] and transferred to [                    ] (the “Restricted Subsidiary”)
pursuant to Section 4.03(e) of the Security Agreement.



     The undersigned further certifies, on behalf of the Company, that (i) the Transfer 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).




     (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



Exhibit A
1









 







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.



Schedule IV
2










 





     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.




     (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).



Schedule IV
3









 






     (ii) Second Supplemental Indenture dated as of March 11, 2002 (conform Indenture dated
March 30, 1992 to El Paso Corporation May 10, 1999 Indenture).




     (iii) Third Supplemental Indenture dated as of April 5, 2002 (merged GTT into El Paso
Corporation).



     h. Indenture, dated as of October 1, 1990 between El Paso CGP Company, L.L.C. (f/k/a El Paso
CGP Company and The Coastal Corporation) and The Bank of New York Trust Company, N.A. (f/k/a The
Bank of New York) ($150 Million 10.75% Senior Debentures due October 1, 2010).




     (i) First Supplemental Indenture, dated as of December 27, 2005 (various amendments
required to conform El Paso CGP Company, L.L.C. October 1, 1990 Indenture to El Paso
Corporation May 10, 1999 Indenture).




     (ii) Second Supplemental Indenture, dated as of December 31, 2005 among El Paso CGP
Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso CGP Company, L.L.C., assets were transferred to El Paso
Corporation and El Paso Corporation assumed the debt of El Paso CGP Company, L.L.C.).



     i. Indenture, dated as of May 15, 1992 between El Paso CGP Company, L.L.C. (f/k/a El Paso CGP
Company and The Coastal Corporation) and Bank of Montreal Trust Company (subsequently replaced by
The Bank of New York Trust Company, N.A.).




     (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).



Schedule IV
4









 






     (ii) Third Supplemental Indenture, dated as of December 27, 2005 (various amendments
required to conform El Paso COP Company, L.L.C. September 15, 1992 Indenture to El Paso
Corporation May 10, 1999 Indenture).




     (iii) Fourth Supplemental Indenture, dated as of December 31, 2005 among El Paso COP
Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso COP Company, L.L.C. assets were transferred to El Paso
Corporation and El Paso Corporation assumed the debt of El Paso COP Company, L.L.C.).



     k. Indenture, dated as of February 24, 1997 between El Paso COP Company, L.L.C. (f/k/a El Paso
COP Company and The Coastal Corporation) and Harris Trust and Savings Bank (subsequently replaced
by The Bank of New York Trust Company, N.A.).




     (i) First Supplemental Indenture dated as of February 24, 1997 ($200 Million 6.70%
Senior Debentures due February 15, 2027, put date February 15, 2007).




     (ii) Second Supplemental Indenture dated as of February 24, 1997 ($200 Million 7.42%
Senior Debentures due February 15, 2037).




     (iii) Third Supplemental Indenture dated as of June 5, 1998 ($200 Million 6.5% Senior
Debentures due June 1, 2008).




     (iv) Fourth Supplemental Indenture dated as of June 5, 1998 ($200 Million 6.95% Senior
Debentures due June 1, 2028).




     (v) Fifth Supplemental Indenture dated as of February 10, 1999 ($200 Million 6.375%
Senior Debentures due February 1, 2009).




     (vi) Eighth Supplemental Indenture dated as of June 16, 2000 ($400 Million 7.75% Notes
due June 15, 2010).




     (vii) Eleventh Supplemental Indenture dated as of September 6, 2000 ($215 Million
7.625% Notes due 9/1/08).




     (viii) Twelfth Supplemental Indenture, dated as of December 27, 2005 (various
amendments required to conform El Paso CGP Company, L.L.C. February 24, 1997 Indenture to El
Paso Corporation May 10, 1999 Indenture).




     (ix) Thirteenth Supplemental Indenture, dated as of December 31, 2005 among El Paso CGP
Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A.
(substantially all of El Paso CGP Company, L.L.C. assets were transferred to El Paso
Corporation and El Paso Corporation assumed the debt of El Paso CGP Company, L.L.C.).



Schedule IV
5









 





     l. Indenture, dated as of March 4, 1997, between Tennessee Gas Pipeline Company and Wilmington
Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank).




     (i) First Supplemental Indenture dated as of March 13, 1997 ($300 Million 7.5%
Debentures due April 1, 2017).




     (ii) Second Supplemental Indenture dated as of March 13, 1997 ($300 Million 7%
Debentures due March 15, 2027).




     (iii) Third Supplemental Indenture dated as of March 13, 1997 ($300 Million 7.625%
Debentures due April 1, 2037).




     (iv) Fourth Supplemental Indenture dated as of October 9, 1998 ($400 Million 7%
Debentures due October 15, 2028).




     (v) Fifth Supplemental Indenture dated June 10, 2002 ($240 Million 8.375% Senior Notes
due June 15, 2032).



     m. Indenture, dated as of March 15, 1988, between Tenneco, Inc. (now El Paso Tennessee
Pipeline Co.) and The Chase Manhattan Bank (now by merger JPMorgan Chase Bank and subsequently
replaced by Wilmington Trust Company).




     (i) Second Supplemental Indenture dated as of March 30, 1988 ($250 Million 10%
Debentures due March 15, 2008, outstanding balance $26.4 Million).




     (ii) Tenth Supplemental Indenture dated as of November 15, 1992 ($150 Million 9%
Debentures due November 15, 2012, outstanding principal $1.1 Million).




     (iii) Twelfth Supplemental Indenture dated as of December 15, 1995 ($300 Million 7.25%
Debentures due December 15, 2025, outstanding principal $23.2 Million).




     (iv) Thirteenth Supplemental Indenture dated as of December 10, 1996.



     n. Indenture, dated as of December 15, 1981, between Tenneco Inc. (now Tennessee Gas Pipeline
Company) and The Chase Manhattan Bank (by merger now JPMorgan Chase Bank and subsequently replaced
by Wilmington Trust Company) ($400 Million 6% Debentures due December 15, 2011, current balance
$85.8 Million).




     (i) First Supplemental Indenture dated as of December 10, 1996.




     (ii) Second Supplemental Indenture dated as of December 10, 1996.



Schedule IV
6









 





     o. Fiscal Agency Agreement dated May 6, 2002 among El Paso Corporation, Citibank, N.A. and
Societe Generale Bank and Trust, 6 S.A. relating to €500 Million 7.125% Euro Notes due May 6, 2009.



     p. Credit Agreement dated as of June 20, 2007, among El Paso Corporation, the Lenders party
thereto, Citicorp USA, Inc., as Administrative Agent and as Issuing Agent, and the Bank of New York
as Paying Agent.




     (i) The Reimbursement Agreement dated as of June 20, 2007, between El Paso Corporation
and Citibank, N. A.




     (ii) Credit Agreement First Amendment dated as of August 28, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (iii) Credit Agreement Second Amendment dated as of September 6, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (iv) Credit Agreement Third Amendment dated as of September 17 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (v) Credit Agreement Fourth Amendment dated as of September 20, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (vi) Credit Agreement Fifth Amendment dated as of September 28, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (vii) Credit Agreement Sixth Amendment dated as of October 3, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (viii) Credit Agreement Seventh Amendment dated as of October 11, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.




     (ix) Credit Agreement Eighth Amendment dated as of October 18, 2007, among El Paso
Corporation, Citicorp USA, Inc. and The Bank of New York.



     q. Other Credit and Facility Agreements




     (i) Discretionary Facility Agreement dated as of February 21, 2003, between El Paso
Corporation and Compass Bank.




     (ii) Credit Agreement dated July 19, 2006 among El Paso Corporation and Deutsche Bank
AG New York Branch as Initial Lender and Issuing Bank and Deutsche Bank AG New York Branch
as Administrative Agent and Collateral Agent.



Schedule IV
7









 






     (iii) First Tier Receivables Sale Agreement dated August 31, 2006, between Tennessee
Gas Pipeline Company and TGP Finance Company, L.L.C.




     (iv) Second Tier Receivables Sale Agreement dated August 31, 2006, between TGP Finance
Company, L.L.C. and TGP Funding Company, L.L.C.




     (v) Receivables Purchase Agreement dated August 31, 2006, among TGP Funding Company,
L.L.C., Tennessee Gas Pipeline Company, Starbird Funding Corporation, the other investors
from time to time parties thereto, BNP Paribas, New York Branch, and the other Managing
Agents from time to time parties thereto.




(a) Amendment No 1, dated as of December 1, 2006, to the Receivables
Purchase Agreement dated as of August 31, 2006, among TGP Funding Company,
L.L.C., Tennessee Gas Pipeline Company, Starbird Funding Corporation and the
other funding entities from time to time party thereto, BNP Paribas, New
York Branch, and the other financial institutions from time to time party
thereto.




     (vi) Facility Agreement dated as of January 4, 2007, between El Paso Corporation and
Morgan Stanley Capital Services Inc.



     r. Letters of Credit with a Face Amount Exceeding $50,000,000




     (i) Application and Agreement for irrevocable Standby Letter of Credit, dated as of
December 15, 2004, by El Paso Corporation to JPMorgan Chase Bank, N.A., in favor of Midland
Cogeneration Venture Limited Partnership for the account of El Paso Marketing, L.P. for the
aggregate amount not exceeding $110 Million 100 Thousand.




     (ii) Application for Irrevocable Standby Letter of Credit, dated as of July 29, 2006 by
El Paso Corporation to Deutsche Bank AG, New York Branch, in favor of Midland Cogeneration
Venture Limited Partnership for the account of El Paso Merchant Energy, L.P. for the
aggregate amount not exceeding $74 Million.




     (iii) Application for Irrevocable Standby Letter of Credit, dated as of September 1,
2005, by El Paso Corporation to Deutsche Bank AG, New York Branch, in favor of Williams
Power Company for the account of El Paso Merchant Energy, L.P. for the aggregate amount not
exceeding $219 Million 900 Thousand.




     (iv) Application for Standby Letter of Credit, dated as of November 10, 2006, by El
Paso Corporation to BNP Paribas in favor of Southeast Supply Header, LLC for the account of
Southern Natural Gas Company in the amount of $60 Million.




     (v) Application for Standby Letter of credit, dated as of July 19, 2006, by El Paso
Corporation to Deutsche Bank AG, New York Branch, in favor of Morgan Stanley



Schedule IV
8









 







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.




     (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 IV
9