Unassociated Document


    Exhibit
      10.1

     

    

     

    This
      letter agreement may be executed by one or more of the parties hereto in any
      number of separate counterparts, and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument.

    


    
      	
              Yours
                faithfully,

            
	 
	
              Dresdner
                Bank AG London Branch

            
	
              -
                as Administrative Agent -

            


    

    


    
      	
              /s/
                Paul Brannan

            	 	
              /s/
                Manuel Caseiro

            
	
              Name

            	
              Paul
                Brannan

            	 	
              Name

            	
              Manuel
                Caseiro

            
	
              Title

            	
              Vice
                President

            	 	
              Title

            	
              Vice
                President

            


    

    


    The
      undersigned hereby appoint Dresdner Bank AG, Niederlassung Luxemburg as
      successor Administrative Agent and waive (i) the 30-day notice requirement
      in
      the Loan Agreements for the resignation by the Administrative Agent and (ii)
      the
      requirement in the Loan Agreements that the successor administrative agent
      be
      appointed from among the Lenders.

     

    For
      and on behalf of Bayerische
      Landesbank:

     

    
      	
              8/7/06
                

            	 	
              Not
                available/Not applicable 

            	 	
              /s/
                John Gregory

            
	
              Date

            	 	
              Stamp
                of each Lender

            	 	
              Signature(s)

            


    

    


    
      	
              John
                Gregory

            
	
              Vice
                President

            
	
              Bayerische
                Landesbank

            
	 
	
              /s/
                Donna M. Quilty

            
	
              
                Donna
                  M. Quilty

              

            
	
              Vice
                President

            
	
              Bayerische
                Landesbank

            


    

     

    
      
        	
                19/6/06

              	 	
                Dresdner
                  Bank AG 

              	 	
                /s/
                  Paul Brannan

              
	
                Date

              	 	
                Stamp
                  of each Lender

                London
                  Branch

              	 	
                Signature(s)

              


      

    

     

    
      
        	
                21/6/06

              	 	
                Royal
                  Bank of Canada

              	 	
                /s/
                  Patrick Holland

              
	
                Date

              	 	
                Stamp
                  of each Lender

              	 	
                Signature(s)

              


      

    

     

    
      
        	
                15
                  June 2006

              	 	
                Lloyds
                  TSB Bank Plc

              	 	  

	
                Date

              	 	
                Stamp
                  of each Lender

              	 	
                Signature(s)

              


      

       

      
        	
                /s/
Cherian
                  Thomas

              	 	
                /s/
                  James M. Rudd

              
	
                Cherian
                  Thomas

              	 	
                
                  James
                    M. Rudd

                

              
	
                Assistant
                  Vice President

              	 	
                
                  Vice
                    President

                

              
	
                Project
                  Finance

              	 	
                
                  Financial
                    Institutions, USA 

                

              
	
                T-011

              	 	
                R091 

              


      

    

     

    
      
        	
                6/16/2006

              	 	
                N/A

              	 	 /s/
                Jeff Heazlewood
	
                Date

              	 	
                Stamp
                  of each Lender

              	 	
                Signature(s)

              
	 	 	 	 	
                Jeff
                  Heazlewood

                Relationship
                  executive

                Commonwealth
                  Bank of

                Australia

              


      

    

     

    The
      undersigned, as Borrower, pursuant to the Amended and Restated Agreement dated
      June 7, 2006, acknowledges and has no objection to the appointment of Dresdner
      Bank AG, Niederlassung Luxemburg as successor Administrative agent

    


    
      	
              HGC
                Holdings LLC

            
	 	 
	
              By

            	
              /s/
                Thomas A. Wellman

            
	Thomas
              A. Wellman
	Vice
              President, Chief Financial Officer and
              Treasurer


    

    


    


    The
      undersigned, as Borrower, pursuant to the Amended and Restated Agreement dated
      June 7, 2006, acknowledges and has no objection to the appointment of Dresdner
      Bank AG, Niederlassung Luxemburg as successor Administrative agent

    


    
      	
              The
                Gas Company, LLC

            
	 	 
	
              By

            	
              /s/
                Thomas A. Wellman

            
	Thomas
              A. Wellman
	Vice
              President, Chief Financial Officer and
              Treasurer


    

    


    Dated:
      August 18, 2006

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
      


      
        	 	
                Dresdner
                  Bank AG

              
	 	
                London
                  Branch

              
	 	
                PO
                  Box 52715

              
	 	
                30
                  Greshim Street

              
	 	
                London
                  EC2P 2XY

              
	 	 
	 	
                Telephone
                  +44 (0)20 7623 8000

              
	 	
                Telex
                  General 885540 DRES BK G

              
	
                BY
                  E-LOAN

              	
                www.dresdnerkleinwort.com

              


      

      


      
        	
                To
                  the Lenders

              	 
	
                HGC
                  Holdings LLC &

              	 
	
                The
                  Gas Company, LLC

              	
                London,
                  18 August 2006

              


      

      


      HGC
        Holdings LLC & The Gas Company, LLC

      Amended
        and Restated Loan Agreement dated 7 June 2006, HGC Holdings
        LLC

      Amended
        and Restated Loan Agreement dated 7 June 2006, The Gas Company,
        LLC

      Transfer
        of Administrative Agent

      
        

      

      


      Dear
        Sirs,

      


      We
        refer
        to the Loan Agreements listed above and especially Sections 9.9
        thereof.

      


      We
        hereby
        inform you that we resign as the Administrative Agent, subject to the condition
        that you appoint Dresdner Bank AG, Niederlassung Luxemburg as successor
        administrative agent. The switch of Administrative Agents is due to internal
        administrative reasons within Dresdner Bank AG. Upon (i) its appointment
        as
        successor administrative agent, (ii) the consent thereto by the Borrower,
        and
        (iii) Dresdner Bank AG, Niederlassung Luxemburg’s acceptance of such
        appointment, Dresdner Bank AG, Niederlassung Luxemburg shall succeed to all
        the
        rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean Dresdner Bank AG, Niederlassung Luxemburg, and
        Dresdner Bank AG, London Branch’s appointment, powers and duties as
        Administrative Agent shall be terminated.

      


      Since
        we
        are eager to do this switch as soon as possible, we are asking you to waive
        (i)
        the 30 days’ notice requirement for the resignation by the Administrative Agent
        and (ii) the requirement that the successor administrative agent be appointed
        from among the Lenders, as such requirements are provided in Section 9.9
        of the
        Amended and Restated Loan Agreement with HGC Holdings LLC dated 7 June 2006
        and
        Section 9.9 of the Amended and Restated Loan Agreement with The Gas Company,
        LLC
        dated 7 June 2006 (capitalized terms used but not defined herein shall have
        the
        meanings assigned thereto in the Loan Agreements).

      


      By
        countersigning this letter below you confirm that you agree to the change
        of
        Administrative Agent from Dresdner Bank AG London Branch to Dresdner Bank
        AG,
        Niederlassung Luxemburg and that you waive the requirements listed in paragraphs
        (i) and (ii) above. Such resignation and appointment shall be effective upon
        the
        execution and delivery hereof by Dresdner Bank AG London Branch, the Required
        Lenders, the Borrowers and Dresdner Bank AG, Niederlassung Luxemburg.
We
        kindly ask you to send the signed consent to fax No+352 34 6868 3222 attn.
        Erica
        Skoeid no later than 30th
        August 2006, close of business London time.

      


      The
        Lenders’ legal counsel, Mr. Jonathan Cole at Orrick, Herrington & Sulcliffe
        LLP has confirmed that no further documentation needs to be issued especially
        in
        relation to the security package to secure the Lenders’ positions.

      


      
        	
                Authorised
                  by the German Federal Financial Supervisory Authority and by the
                  Financial
                  Services Authority.

              	
                Investment
                  Banking Division