Exhibit 10.A


     

    EXHIBIT
      10.A

    
 

    Execution
      Copy

    


     

    $400,000,000

     

    


     

    CREDIT
      AGREEMENT

     

    


     

    among

     

    


     

    EL
      PASO
      CORPORATION

     

     

     

    and

     

     

     

    EL
      PASO
      PRODUCTION OIL & GAS USA, L.P.,

     

    as
      Borrowers,

     

    


     

    FORTIS
      CAPITAL CORP.,

     

    as
      Administrative Agent, Arranger and Bookrunner,

     

     

    and

     

     

    The
      Several
      Lenders

     

    from
      Time
      to Time Parties Hereto

     

    


     

    Dated
      as of
      November 3, 2005

     

    


     

      
        

      

    

    


     

     

     


    TABLE
      OF
      CONTENTS

     

    Page
      

    

      
        	
                SECTION
                  1 DEFINITIONS

              	
                1

              
	
                 

              	
                1.1.

              	
                Defined
                  Terms

              	
                1

              
	 	
                1.2. 

              	
                Other
                  Definitional Provisions

              	
                18

              
	 	 	 	 
	
                SECTION
                  2 AMOUNT AND TERMS OF COMMITMENTS

              	
                18

              
	 	
                2.1.

              	
                Commitments

              	
                18

              
	 	
                2.2.

              	
                Procedure
                  for Borrowing

              	
                19

              
	 	
                2.3. 

              	
                Repayment
                  of Loans

              	
                19

              
	 	
                2.4. 

              	
                Evidence
                  of Debt

              	
                20

              
	 	 	 	 
	
                SECTION
                  3 LETTERS OF CREDIT

              	
                20

              
	 	
                3.1.

              	
                The
                  L/C
                  Commitment

              	
                20

              
	 	
                3.2. 

              	
                Procedure
                  for Issuance of Letters of Credit

              	
                21

              
	 	
                3.3. 

              	
                Fees,
                  Commissions and Other Charges

              	
                21

              
	 	
                3.4. 

              	
                L/C
                  Participations

              	
                22

              
	 	
                3.5. 

              	
                Reimbursement
                  Obligation of the Borrowers

              	
                23

              
	 	
                3.6. 

              	
                Obligations
                  Absolute

              	
                23

              
	 	
                3.7. 

              	
                Letter
                  of Credit Payments

              	
                24

              
	 	
                3.8. 

              	
                L/C
                  Applications

              	
                24

              
	 	 	 	 
	
                SECTION
                  4 GENERAL PROVISIONS

              	
                24

              
	 	
                4.1.

              	
                Interest
                  Rates and Payment Dates

              	
                24

              
	 	
                4.2. 

              	
                Computation
                  of Interest and Fees

              	
                25

              
	 	
                4.3. 

              	
                Conversion
                  and Continuation Options

              	
                26

              
	 	
                4.4. 

              	
                Minimum
                  Amounts Maximum Number of Tranches

              	
                26

              
	 	
                4.5. 

              	
                Optional
                  Prepayments and Commitment Reductions

              	
                26

              
	 	
                4.6. 

              	
                Commitment
                  Fee; Administrative Agent’s Fee; Other Fees

              	
                28

              
	 	
                4.7. 

              	
                Inability
                  to Determine Interest Rate

              	
                28

              
	 	
                4.8. 

              	
                Pro
                  Rata Treatment and Payments

              	
                29

              
	 	
                4.9. 

              	
                Computation
                  of Borrowing Base

              	
                30

              
	 	
                4.10. 

              	
                Mandatory
                  Prepayments

              	
                32

              
	 	
                4.11.

              	
                Illegality

              	
                34

              
	 	
                4.12. 

              	
                Requirements
                  of Law

              	
                34

              
	 	
                4.13. 

              	
                Taxes

              	
                35

              
	 	
                4.14. 

              	
                Indemnity

              	
                37

              
	 	
                4.15. 

              	
                Change
                  of Lending Office

              	
                37

              
	 	
                4.16. 

              	
                Collateral
                  Security

              	
                37

              
	 	
                4.17. 

              	
                Replacement
                  of Lenders

              	
                39

              
	 	 	 	 
	
                SECTION
                  5 REPRESENTATIONS AND WARRANTIES

              	
                40

              
	 	
                5.1.

              	
                Organization;
                  Powers

              	
                40

              
	 	
                5.2. 

              	
                Authorization
                  

              	
                40

              
	 	
                5.3. 

              	
                Governmental
                  Approvals; No Conflicts

              	
                40

              
	 	
                5.4. 

              	
                Binding
                  Obligations; Enforceability

              	
                40

              
	 	
                5.5. 

              	
                Financial
                  Condition

              	
                40

              
	 	
                5.6. 

              	
                Compliance
                  with Laws and Agreements

              	
                41

              
	 	
                5.7. 

              	
                Litigation

              	
                42

              
	 	
                5.8. 

              	
                Taxes

              	
                42

              
	 	
                5.9. 

              	
                Properties

              	
                42

              
	 	
                5.10. 

              	
                ERISA

              	
                42

              
	 	
                5.11. 

              	
                Investment
                  Company Act; Public Utility Holding Company Act

              	
                43

              
	 	
                5.12. 

              	
                Federal
                  Reserve Regulations

              	
                43

              
	 	
                5.13.

              	
                Solvency

              	
                43

              
	 	
                5.14. 

              	
                Environmental
                  Matters

              	
                44

              
	 	
                5.15. 

              	
                Insurance

              	
                44

              
	 	
                5.16. 

              	
                Disclosures

              	
                44

              
	 	
                5.17. 

              	
                Ownership
                  of Property; Liens

              	
                44

              
	 	
                5.18. 

              	
                Purpose
                  of Loans

              	
                45

              
	 	
                5.19. 

              	
                Future
                  Commitments

              	
                45

              
	 	
                5.20. 

              	
                Security
                  Documents

              	
                45

              
	 	 	 	 
	
                SECTION
                  6 CONDITIONS PRECEDENT

              	
                46

              
	 	
                6.1.

              	
                Conditions
                  to
                  Closing Date 

              	
                46

              
	 	
                6.2

              	
                Conditions
                  to Each Extension of Credit

              	
                48

              
	 	
                6.3 

              	
                Determinations
                  Under Section 6

              	
                49

              
	 	 	 	 
	
                SECTION
                  7 AFFIRMATIVE COVENANTS

              	
                49

              
	 	
                7.1.

              	
                Financial
                  Statements

              	
                49

              
	 	
                7.2. 

              	
                Certificates;
                  Other Information

              	
                50

              
	 	
                7.3. 

              	
                Conduct
                  of Business and Maintenance of Existence; Compliance with Law and
                  Contractual Obligations

              	
                52

              
	 	
                7.4. 

              	
                Maintenance
                  of Properties; Insurance

              	
                52

              
	 	
                7.5. 

              	
                Inspection
                  of Property; Books and Records; Discussions

              	
                52

              
	 	
                7.6. 

              	
                Environmental
                  Laws

              	
                52

              
	 	
                7.7. 

              	
                Additional
                  Collateral

              	
                53

              
	 	
                7.8 

              	
                Maintenance
                  and Operation of Properties

              	
                53

              
	 	
                7.9 

              	
                Collateral
                  Coverage

              	
                54

              
	 	
                7.10. 

              	
                Further
                  Assurances

              	
                54

              
	 	 	 	 
	
                SECTION
                  8 NEGATIVE COVENANTS

              	
                54

              
	 	
                8.1.

              	
                Financial
                  Covenants

              	
                54

              
	 	
                8.2. 

              	
                Limitation
                  on Debt

              	
                55

              
	 	
                8.3. 

              	
                Limitation
                  on Liens

              	
                56

              
	 	
                8.4.

              	
                Limitation
                  on Guarantee Obligations

              	
                58

              
	 	
                8.5. 

              	
                Limitation
                  on Fundamental Change

              	
                58

              
	 	
                8.6. 

              	
                Limitation
                  on Sale of Assets

              	
                59

              
	 	
                8.7. 

              	
                Limitation
                  on Distributions

              	
                59

              
	 	
                8.8. 

              	
                Limitation
                  on Investments, Loans and Advances

              	
                59

              
	 	
                8.9. 

              	
                Limitation
                  on Payments and Modifications of Debt Instruments, Other
                  Documents

              	
                60

              
	 	
                8.10. 

              	
                Limitation
                  on Transactions with Affiliates

              	
                61

              
	 	
                8.11. 

              	
                Limitation
                  on Changes in Fiscal Year

              	
                61

              
	 	
                8.12. 

              	
                Limitation
                  on Negative Pledge Clauses

              	
                61

              
	 	
                8.13. 

              	
                Limitation
                  on Lines of Business

              	
                61

              
	 	
                8.14. 

              	
                Forward
                  Sales

              	
                61

              
	 	 	 	 
	
                SECTION
                  9 EVENTS OF DEFAULT

              	
                62

              
	 	 	 	 
	
                SECTION
                  10 THE ADMINISTRATIVE AGENT

              	
                65

              
	 	
                10.1. 

              	
                Appointment

              	
                65

              
	 	
                10.2. 

              	
                Delegation
                  of Duties

              	
                66

              
	 	
                10.3. 

              	
                Exculpatory
                  Provisions

              	
                66

              
	 	
                10.4. 

              	
                Reliance
                  by Administrative Agent

              	
                66

              
	 	
                10.5. 

              	
                Notice
                  of Default

              	
                67

              
	 	
                10.6. 

              	
                Non-Reliance
                  on Administrative Agent and Other Lenders

              	
                67

              
	 	
                10.7. 

              	
                Indemnification

              	
                67

              
	 	
                10.8. 

              	
                Administrative
                  Agent in Its Individual Capacity

              	
                68

              
	 	
                10.9. 

              	
                Successor
                  Administrative Agent

              	
                68

              
	 	
                10.10. 

              	
                Issuing
                  Lender

              	
                69

              
	 	
                10.11. 

              	
                Others

              	
                69

              
	 	
                10.12. 

              	
                Hedging
                  Arrangements

              	
                69

              
	 	 	 	 
	
                SECTION
                  11 MISCELLANEOUS

              	
                69

              
	 	
                11.1. 

              	
                Amendments
                  and Waivers

              	
                69

              
	 	
                11.2.

              	
                Notices

              	
                70

              
	 	
                11.3. 

              	
                No
                  Waiver; Cumulative Remedies

              	
                71

              
	 	
                11.4. 

              	
                Survival
                  of Representations and Warranties

              	
                71

              
	 	
                11.5. 

              	
                Payment
                  of Expenses and Taxes

              	
                71

              
	 	
                11.6. 

              	
                Successors
                  and Assigns; Participations and Assignments

              	
                72

              
	 	
                11.7. 

              	
                Adjustments;
                  Set-off

              	
                75

              
	 	
                11.8. 

              	
                Counterparts

              	
                76

              
	 	
                11.9. 

              	
                Severability

              	
                76

              
	 	
                11.10. 

              	
                Integration

              	
                76

              
	 	
                11.11. 

              	
                GOVERNING
                  LAW

              	
                76

              
	 	
                11.12. 

              	
                Submission
                  To Jurisdiction; Waivers

              	
                76

              
	 	
                11.13. 

              	
                Acknowledgments

              	
                77

              
	 	
                11.14. 

              	
                WAIVERS
                  OF JURY TRIAL

              	
                77

              
	 	
                11.15. 

              	
                Release
                  of Borrowing Base Properties

              	
                77

              
	 	
                11.16. 

              	
                Limitation
                  on Interest

              	
                78

              
	 	
                11.17. 

              	
                Joint
                  and Several Obligations of Borrowers

              	
                78

              
	 	
                11.18

              	
                USA
                  Patriot Act Notice

              	
                80

              


      

    

     


    
      
        
          EPC
            Credit
            Agreement --

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULES


     

    
      	 1.1(a)	 Commitments


    

      

    EXHIBITS

    


    A    Form
      of
      Note

    B    Form
      of Closing
      Certificate

    C    Form
      of Assignment
      and Acceptance

    


     

    


     


    
      
        
          EPC
            Credit
            Agreement --

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    CREDIT
      AGREEMENT

     

    


     

    CREDIT
      AGREEMENT,
      dated as of November 3, 2005 (this “Agreement”),
      among
      EL PASO CORPORATION, a Delaware corporation, EL PASO PRODUCTION OIL &
GAS USA, L.P., a Delaware limited partnership (individually, a “Borrower”
and
      collectively,
      the “Borrowers”),
FORTIS
      CAPITAL
      CORP.
      (“Fortis”),
      as
      administrative agent for the Lenders (in such capacity, the “Administrative
      Agent”),
      as arranger (in
      such capacity, the “Arranger”)
      and bookrunner
      (in such capacity, the “Bookrunner”),
      and the several
      banks, financial institutions and other entities from time to time parties
      to
      this Agreement (collectively, the “Lenders”).

     

    WITNESSETH:

     

    WHEREAS,
      the
      Borrowers wish to conclude a credit facility with the Lenders as provided in
      this Agreement for the purpose of financing their operations;

     

    NOW,
      THEREFORE, in
      consideration of the premises and the mutual agreements hereinafter set forth,
      the parties hereby agree as follows:

     

    SECTION 1

    
    

    DEFINITIONS

     

    1.1  Defined
      Terms.
      As used in this
      Agreement, the following terms shall have the following meanings:

     

    “ABR
      Loans”
-
      Loans the rate
      of interest applicable to which is based upon the Alternate Base
      Rate.

     

    “Administrative
      Agent”
-
      as defined in
      the Preamble to this Agreement.

     

    “Affiliate”
-
      as to any
      Person, any other Person (other than a Subsidiary) which, directly or
      indirectly, is in Control of, is Controlled by, or is under common Control
      with,
      such Person. 

     

    “Aggregate
      Credit
      Exposure”
-
      as to any
      Lender at any time, an amount equal to the sum of (a) the aggregate principal
      amount of all Loans made by such Lender then outstanding and (b) such Lender’s
      Commitment Percentage of the Letter of Credit Outstandings at such time. For
      purposes of the foregoing, and for the avoidance of doubt, Loans shall not
      include the contingent obligations of the Borrower or any Affiliate thereof
      owed
      to a Lender in connection with Commodity Hedging Agreements.

     

    “Agreement”
-
      this Credit
      Agreement, as further amended, supplemented or otherwise modified from time
      to
      time.

     

    “Alternate
      Base
      Rate”
-
      for any day, a
      rate per annum equal to the greatest of (a) the Prime Rate in effect on such
      day
      and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of
      1%.
      For purposes hereof: “Prime
      Rate”
shall
      mean the
      rate of interest per annum publicly announced from time to time by Fortis as
      its
      prime rate in effect at its principal office in New York City (the Prime Rate
      not being intended to be the lowest rate of interest charged by Fortis in
      connection with extensions of credit to debtors); and “Federal
      Funds
      Effective Rate”
shall
      mean, for
      any day, the weighted average of the rates on overnight federal funds
      transactions with members of the Federal Reserve System arranged by federal
      funds brokers, as published on the next succeeding Business Day by the Federal
      Reserve Bank of New York, or, if such rate is not so published for any day
      which
      is a Business Day, the average of the quotations for the day of such
      transactions received by the Administrative Agent from three federal funds
      brokers of recognized standing selected by it. Any change in the Alternate
      Base
      Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
      shall
      be effective as of the opening of business on the effective day of such change
      in the Prime Rate or the Federal Funds Effective Rate,
      respectively.

     

    “Alternate
      Program”
-
      any program
      providing for the sale or other Disposition of trade or other receivables
      entered into by EPC
      or a Subsidiary of
EPC
      on terms (a)
      substantially similar to the Amended and Restated Receivables Sale Agreement
      dated as of December 31, 1996 among El Paso Energy Credit Corporation, Asset
      Securitization Cooperative Corporation and Canadian Imperial Bank of Commerce,
      as administrative agent, whether or not such agreement shall then be in effect
      (as modified to comply with relevant policies of the Financial Accounting
      Standards Board or similar policies or guidelines from time to time in effect),
      or (b) otherwise customary for similar transactions on substantially similar
      terms as reasonably determined by the Administrative Agent.

     

    “Applicable
      Margin”
-
      for any day
      with respect to Eurodollar Loans and ABR Loans, the applicable per annum rate
      set forth below opposite the Borrowing Base Usage in effect on any such
      day:

     

    
      	
              Borrowing
                Base Usage

            	
              Eurodollar

              Margin

            	
              Alternate

              Base
                Rate

              Margin

            
	
              Less
                than or
                equal to 50%

            	
              1.75%

            	
              .50%

            
	
              Greater
                than
                50% and less than or equal to 75%

            	
              2.00%

            	
              .50%

            
	
              Greater
                than
                75% and less than or equal to 90%

            	
              2.25%

            	
              .50%

            
	
              Greater
                than
                90%

            	
              2.50%

            	
              .50%

            


    

    


    “Arranger”
-
      Fortis.

     

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

     

    “Assignee”
-
      as defined in
      subsection 11.6(c).

     

    “Available
      Commitment”
-
      as to any
      Lender at any time, an amount, if positive, equal to (a) the amount of such
      Lender’s Commitment in excess of (b) such Lender’s Aggregate Credit
      Exposure.

     

    “Bookrunner”
-
      Fortis.

     

    “Borrower”
and
“Borrowers”
-
      as defined in
      the preamble to this Agreement.

     

    “Borrower
      Redetermination Notice”
-
      a notice from
      EPC to the Administrative Agent requesting that the Administrative Agent
      redetermine the Borrowing Base, which notice may be sent by EPC at any time,
      provided that no more than one such notice may be delivered by EPC between
      Scheduled Redetermination Dates.

     

    “Borrowers’
      Representative”
-
      EPC, which is
      authorized to act on behalf of the Borrowers under this Agreement.

     

    “Borrowing
      Base”
-
      at any time of
      determination, the amount then in effect as determined in accordance with
      Section 4.9.

     

    “Borrowing
      Base
      Availability”
-
      as to any
      Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s
      Commitment Percentage of the Borrowing Base in effect at such time over (b)
      such
      Lender’s Aggregate Credit Exposure.

     

    “Borrowing
      Base
      Deficiency”
-
      the amount by
      which the Aggregate Credit Exposure of the Lenders exceeds the Borrowing Base
      then in effect.

     

    “Borrowing
      Base
      Deficiency Notification Date”
-
      the date on
      which any notice of a Borrowing Base Deficiency is received by the Borrowers’
Representative.

     

    “Borrowing
      Base Properties”
-
      those Hydrocarbon Interests then owned by EPPG and subject to a Mortgage
      utilized by the Administrative Agent and the Lenders as the basis for
      calculation of the Borrowing Base in the initial Reserve Report prepared by
      Ryder Scott and delivered to the Administrative Agent prior to the Closing
      Date,
      which description will be modified or supplemented from time to time as
      properties are added or deleted in accordance with the provisions of this
      Agreement. The Hydrocarbon Interests described in each preparation of a
      supplemental Reserve Report delivered in connection with a redetermination
      of
      the Borrowing Base pursuant to Section 4.9 hereof and subject to a Mortgage
      shall constitute a restatement of the list of Borrowing Base Properties.
The
      Borrowing Base Properties as of the Closing Date are described on Annex I
      hereto.

     

    “Borrowing
      Base
      Usage”
-
      on any day the
      percentage equivalent to the ratio of (i) the sum of the aggregate
      principal amount of the Loans then outstanding and Letter of Credit Outstandings
      on such day to (ii) the Borrowing Base in effect on such day.

     

    “Borrowing
      Date”
-
      any Business
      Day specified in a notice pursuant to subsection 2.2 or 3.2 as a date on which
      the Borrower’s Representative requests the Lenders to make Loans or the Issuing
      Lender to issue a Letter of Credit hereunder.

     

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

     

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

     

    “Capital
      Lease”
-
      any lease of
      property, real or personal, the obligations of the lessee in respect of which
      are required in accordance with GAAP to be capitalized on the balance sheet
      of
      the lessee.

     

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

     

    “Capital
      Stock”
-
      any and all
      shares, interests, participations or other equivalents (however designated)
      of
      capital stock of a corporation, including, without limitation, any preferred
      stock of a corporation, any and all equivalent ownership interests in a Person
      (other than a corporation) and any and all warrants or options to purchase
      any
      of the foregoing.

     

    “Cash
      Collateral”
-
      cash or Cash
      Equivalents subject to a security agreement in form and substance satisfactory
      to the Administrative Agent or letters of credit issued in favor of the
      Administrative Agent by an issuer and on terms and conditions satisfactory
      to
      the Administrative Agent, in an aggregate amount not to exceed
      $25,000,000.

     

    “Cash
      Equivalents”
-
      (a) securities
      with maturities of one year or less from the date of acquisition issued or
      fully
      guaranteed or insured by the United States Government or any agency thereof,
      (b)
      certificates of deposit and eurodollar time deposits with maturities of one
      year
      or less from the date of acquisition and overnight bank deposits of any Lender
      or of any commercial bank (i) having capital and surplus in excess of
      $500,000,000 or (ii) which has a short-term commercial paper rating which
      satisfies the requirements set forth in clause (d) below, (c) repurchase
      obligations of any Lender or of any commercial bank satisfying the requirements
      of clause (b) of this definition, having a term of not more than 30 days with
      respect to securities issued, fully guaranteed or insured by the United States
      Government or any agency thereof, (d) commercial paper of a domestic issuer
      rated at least A-2 by Standard and Poor’s Ratings Group (“S&P”)
      or P-2 by
      Moody’s Investors Service, Inc. (“Moody’s”),
      (e) securities
      with maturities of one year or less from the date of acquisition issued or
      fully
      guaranteed by any state, commonwealth or territory of the United States, by
      any
      political subdivision or taxing authority of any such state, commonwealth or
      territory or by any foreign government, the securities of which state,
      commonwealth, territory, political subdivision, taxing authority or foreign
      government (as the case may be) are rated at least A by S&P or A by Moody’s,
      (f) securities with maturities of one year or less from the date of acquisition
      backed by standby letters of credit issued by any Lender or any commercial
      bank
      satisfying the requirements of clause (b) of this definition or (g) shares
      of
      money market mutual or similar funds which invest exclusively in assets
      satisfying the requirements of clauses (a) through (f) of this
      definition.

     

    “CGP”
-
      El Paso CGP
      Company, a Delaware corporation.

     

    “Closing
      Date”
-
      the date on
      which the conditions precedent set forth in subsection 6.1 shall be
      satisfied.

     

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

     

    “Collateral”
-
      the meaning
      assigned to such term in the Mortgage.

     

    “Collateral
      Coverage Ratio”
-
      the ratio of
      the Collateral Value to the greater of (i) the Borrowing Base then in effect,
      and (ii) the outstanding Loans and Letter of Credit Outstandings.

     

    “Collateral
      Value”
-
      (a) the PV-10
      Value of the Borrowing Base Properties as of the most recent Redetermination
      Date, plus (b) the PV-10 Value of Borrowing Base Properties acquired since
      that
      date, plus (c) Cash Collateral, minus (d) the PV-10 Value of Borrowing Base
      Properties subject to a Disposition since that date.

     

    “Collateral
      Value
      Deficiency”
-
      if the
      Collateral Coverage Ratio is less than 1.5 to 1.0.

     

    “Commitment”
-
      as to any
      Lender, the obligation of such Lender to make Loans to the Borrowers hereunder
      in an aggregate principal amount at any one time outstanding not to exceed
      the
      amount set forth opposite such Lender’s name on Schedule 1.1(a) (which amount,
      with respect to all Lenders, shall equal $400,000,000 as of the Closing Date),
      as such amount may be reduced from time to time in accordance with the
      provisions of this Agreement.

     

    “Commitment
      Fee
      Rate”
-
      for any day, a
      rate per annum equal to 0.50%.

     

    “Commitment
      Percentage”
-
      as to any
      Lender at any time, the percentage which such Lender’s Commitment then
      constitutes of the aggregate Commitments (or, at any time after the Commitments
      shall have expired or terminated, the percentage which such Lender’s Aggregate
      Credit Exposure then outstanding constitutes of the Aggregate Credit Exposure
      then outstanding for all of the Lenders).

     

    “Commitment
      Period”
-
      the period from
      and including the date hereof to but not including the Termination Date or
      such
      earlier date on which the Commitments shall terminate as provided
      herein.

     

    “Commitments”
-
      the collective
      reference to the Commitments and the L/C Commitment.

     

    “Commodity
      Hedging Agreement”
-
      a commodity
      hedging, basis hedging or purchase agreement or similar arrangement entered
      into
      with the intent of protecting against fluctuations in commodity prices or
      exchanging of notional commodity obligations, either generally or under specific
      contingencies.

     

    “Commonly
      Controlled Entity”
-
      an entity,
      whether or not incorporated, which is under common control with either Borrower
      within the meaning of Section 4001 of ERISA or is part of a group which includes
      the Borrowers and which is treated as a single employer under Section 414 of
      the
      Code.

     

    “Consolidated
      EBITDA”
means,
      with
      respect to any Person for the applicable period, the sum (without duplication
      and determined as to such Person and its consolidated Subsidiaries on a
      consolidated basis) of (i) earnings before interest, taxes on income,
      depreciation and amortization (exclusive of extraordinary items and gains or
      losses on sales of assets outside the ordinary course of business), plus
      (ii) any
      nonrecurring noncash charges deducted in the determination of clause (i),
plus
      or minus
      (iii) any charge
      or credit related to mark-to-market provisions for derivatives exposures plus
      (iv) the net cash received for any put options entered into for the purpose
      of
      mitigating the commodity price risk of the hydrocarbon production owned by
      EPC
      or
      any
      of its Subsidiaries, minus
      (v) cash payments
      during such period not deducted in the determination of clause (i) on account
      of
      charges or reserves taken in a prior period, minus
      (vi) income of
      entities accounted for on the equity method, plus
      (vii)
      distributions of cash to such Person or any of its consolidated Subsidiaries
      by
      any entity accounted for on the equity method, provided
      that the aggregate
      amount included pursuant to this clause (vii) during the term of this Agreement
      shall not exceed the aggregate amount excluded pursuant to clause (vi) in
      respect of periods commencing on or after January 1, 2004; provided
      that if such
      Person or any of its Subsidiaries shall have consummated any material
      acquisition or Disposition during such period, Consolidated EBITDA shall be
      determined on a pro forma basis as if such acquisition or Disposition had
      occurred on the first day of such period

     

    “Continuing
      50%
      Test”
-
      as defined in
      subsection 4.16(d).

     

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

     

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

     

    “Debt”
-
      as to any
      Person, all Indebtedness of such Person other than (a) any Project Financing
      of
      such Person, (b) in the case of EPC or a Subsidiary of EPC, any liabilities
      of
      EPC or such Subsidiary, as the case may be, under any Alternate Program, or
      any
      document executed by EPC or such Subsidiary, as the case may be, in connection
      therewith, (c) in the case of EPC or a Subsidiary of EPC, any obligations of
      EPC
      or a Subsidiary of EPC with respect to lease payments for the headquarters
      building of EPC located in Houston, Texas, (d) to the extent paid on or prior
      to
      the fifth Business Day after the due date therefor, the aggregate amount of
      all
      L/C Disbursements that have not yet been reimbursed by or on behalf of such
      Person and all unpaid, non-contingent obligations of such Person to reimburse
      a
      bank or other Person in respect of amounts paid under a letter of credit or
      similar instrument, and (e) in the case of EPC, (i) those items included as
      “preferred interests of consolidated subsidiaries” (or analogous line item), and
      (ii) those items included as “minority interests of consolidated subsidiaries”
(or analogous line item), in each case as listed on the consolidated balance
      sheet of EPC as of December 31, 2003, and regardless of any change thereafter
      in
      accounting treatment thereof, so long as the terms and conditions of any
      financing associated with any such items referred to in this clause (e) (or
      successive extensions or refinancings thereof) are not amended so as to become
      more restrictive to EPC or its Subsidiaries than the terms and conditions of
      this Agreement.

     

    “Default”
-
      any of the
      events specified in Section 9, whether or not any requirement for the giving
      of
      notice, the lapse of time, or both, or any other condition, has been
      satisfied.

     

    “Disposition”
-
      the sale,
      conveyance, transfer, lease or other disposition (including, without limitation,
      through a sale and leaseback transaction or as a result of casualty or
      condemnation) of any Property.

     

    “Dollars”
and
“$”
-
      dollars in
      lawful currency of the United States of America.

     

    “Early
      Maturity
      Debt”
-
      Debt, the
      maturity of which is scheduled to occur prior to November 23,
      2007.

     

    “Effective
      Date”
-
      the date on
      which the conditions set forth in Section 6.1 were first satisfied.


     

    “Environmental
      Laws”
-
      any and all
      laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or
      other
      legally enforceable requirement (including, without limitation, common law)
      of
      any foreign government, the United States, or any state, local, municipal or
      other Governmental Authority with jurisdiction over the operations of either
      Borrower, regulating, relating to or imposing liability or standards of conduct
      concerning protection of the environment or of human health, as has been, is
      now, or may at any time hereafter be, in effect.

     

    “Environmental
      Permits”
-
      any and all
      permits, licenses, registrations, notifications, approvals, exemptions and
      any
      other authorization required under any applicable Environmental
      Law.

     

    “EPC”
-
      El Paso
      Corporation, a Delaware corporation.

     

    “EPC
      Revolver”
-
      the Amended and
      Restated Credit Agreement dated as of November 23, 2004, among El Paso
      Corporation, the Pipeline Company Borrowers (as defined therein), the lenders
      party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and
      Collateral Agent, as defined therein.

     

    “EPPG”
-
      El Paso
      Production Oil & Gas USA, L.P., a Delaware limited partnership.

     

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

     

    “ERISA”
-
      the Employee
      Retirement Income Security Act of 1974, as amended from time to
      time.

     

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

     

    “Eurocurrency
      Reserve Requirements”
-
      for any day as
      applied to a Eurodollar Loan, the aggregate (without duplication) of the rates
      (expressed as a decimal) of reserve requirements in effect on such day
      (including, without limitation, basic, supplemental, marginal and emergency
      reserves under any regulations of the Board of Governors of the Federal Reserve
      System or other Governmental Authority having jurisdiction with respect thereto)
      dealing with reserve requirements prescribed for eurocurrency funding (currently
      referred to as “Eurocurrency Liabilities” in Regulation D of such Board)
      maintained by a member bank of such System.

     

    “Eurodollar
      Base
      Rate”
-
      with respect to
      each day during each Interest Period pertaining to a Eurodollar Loan, the rate
      per annum equal to the rate per annum for Dollar deposits with a maturity
      comparable to such Interest Period which appears on page 3750 of the Dow
      Jones Market Service (formerly Telerate) at approximately 11:00 a.m., London
      time, two Business Days prior to the commencement of such Interest Period;
      provided that if there shall no longer exist a page 3750 of the Dow Jones
      Market Service (formerly Telerate) (or if such page is not available on the
      relevant Business Day), the Eurodollar Base Rate shall mean an interest rate
      per
      annum equal to the average (rounded upward, if necessary, to the next 1/100th
      of
      1%) of the respective rates per annum notified to the Administrative Agent
      by
      the Reference Bank as the average of the rates at which Dollar deposits (in
      an
      amount comparable to the amount of the Lenders’ Eurodollar Loan to be
      outstanding during such Interest Period and for a maturity comparable to such
      Interest Period) are offered to the Reference Bank in immediately available
      funds by prime banks in the London interbank market at approximately 11:00
      a.m.,
      London time, two Business Days prior to the commencement of such Interest
      Period. 

     

    “Eurodollar
      Loans”
-
      Loans the rate
      of interest applicable to which is based upon the Eurodollar Rate.

     

    “Eurodollar
      Rate”
-
      with respect to
      each day during each Interest Period pertaining to a Eurodollar Loan, a rate
      per
      annum determined for such day in accordance with the following formula (rounded
      upward to the nearest 1/100th of 1%):

     

    Eurodollar
      Base
      Rate   

    1.00
      - Eurocurrency
      Reserve Requirements

     

    “Event
      of
      Default”
-
      any of the
      events specified in Section 9, provided that any requirement for the giving
      of
      notice, the lapse of time, or both, or any other condition, has been
      satisfied.

     

    “Excess
      Amount”
-
      as defined in
      Section 4.5(e).

     

    “Extension
      of
      Credit”
-
      as to any
      Lender, the making of, or the issuance of, or participation in, a Loan by such
      Lender, or the issuance of, or participation in, a Letter of Credit by such
      Lender.

     

    “Fee
      Letter”
-
      the fee letter
      agreement among the Borrowers and Fortis.

     

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

     

    “Fortis”
-
      as defined in
      the preamble of this Agreement.

     

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

     

    “Governmental
      Authority”
-
      any nation or
      government, any state or other political subdivision thereof and any entity
      exercising executive, legislative, judicial, regulatory or administrative
      functions of government.

     

    “Guaranty”,
“Guaranteed”
and
“Guaranteeing”
-
      any act by
      which any Person assumes, guarantees, endorses or otherwise incurs direct or
      contingent liability in connection with, or agrees to purchase or otherwise
      acquire or otherwise assures a creditor against loss in respect of, any Debt,
      or
      any Project Financing of any Person (other than any such liability existing
      on
      the Effective Date in respect of Debt or Project Financing of EPC or any of
      its
      consolidated Subsidiaries outstanding on the Effective Date or any extensions
      or
      renewals thereof that do not increase the liability of such Person or result
      in
      an earlier maturity date)(excluding (a) any liability by endorsement of
      negotiable instruments for deposit or collection or similar transactions in
      the
      ordinary course of business, (b) any liability in connection with obligations
      of
      EPC or any of its consolidated Subsidiaries, including obligations under any
      conditional sales agreement, equipment trust financing or equipment lease,
      and
      (c) any such act in connection with a Project Financing that either (i)
      guarantees to the provider of such Project Financing or any other Person
      performance of the acquisition, improvement, installation, design, engineering,
      construction, development, completion, maintenance or operation of, or otherwise
      affects any such act in respect of, all or any portion of the project that
      is
      financed by such Project Financing or performance by a Project Financing
      Subsidiary of certain obligations to Persons other than the provider of such
      Project Financing, except during any period, and then only to the extent, that
      such guaranty is a guaranty of payment of such Project Financing (other than
      a
      guaranty of payment of the type referred to in subclause (ii) below) or (ii)
      is
      contingent upon, or the obligation to pay or perform under which is contingent
      upon, the occurrence of any event other than or in addition to the passage
      of
      time or any Project Financing becoming due (any such act referred to in this
      clause (c) being a “Contingent
      Guaranty”)).

     

    “Hedge
      Parties”
-
      a Lender or an
      Affiliate of a Lender that enters into a Hedging Agreement with a
      Borrower.

     

    “Hedging
      Agreement”
-
      any Interest
      Rate Protection Agreement, Commodity Hedging Agreement, foreign currency
      exchange agreement, commodity price protection agreement or other interest
      or
      currency exchange rate or commodity price hedging arrangement concluded by
      a
      Borrower.

     

    “Hydrocarbon
      Interests”
-
      all rights,
      titles, interests and estates now owned or hereafter acquired in and to oil
      and
      gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon
      leases, mineral fee or lease interests, farm outs, overriding royalty and
      royalty interests, net profit interests, oil payments, production payment
      interests and similar mineral interests, including any reserved or residual
      interest of whatever nature.

     

    “Hydrocarbons”
-
      oil, gas,
      casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous
      hydrocarbons, all products refined, separated, settled and dehydrated therefrom
      and all products refined therefrom, including, without limitation, kerosene,
      liquefied petroleum gas, refined lubricating oils, diesel fuel, drip gasoline,
      natural gasoline, helium and sulfur. 

     

    “Indebtedness”
-
      of any Person
      means, without duplication (a) indebtedness of such Person for borrowed money,
      (b) obligations of such Person (other than any portion of any trade payable
      obligation of such Person which shall not have remained unpaid for 91 days
      or
      more from the original due date of such portion) to pay the deferred purchase
      price of property or services, and (c) Capital Lease Obligations of such
      Person.

     

    “Independent
      Auditors”
-
      PricewaterhouseCooper LLP or other independent certified public accountants
      of
      nationally recognized standing reasonably acceptable to the Required
      Lenders.

     

    “Independent
      Engineer”
-
      Ryder Scott or
      another independent engineering firm selected by EPC and reasonably acceptable
      to the Administrative Agent.

     

    “Insolvency”
-
      with respect to
      any Multiemployer Plan, the condition that such Plan is insolvent within the
      meaning of Section 4245 of ERISA.

     

    “Intercompany
      Debt”
-
      all Debt owed
      by EPC to a Subsidiary of EPC, all Debt owed by a Subsidiary of EPC to EPC,
      and
      all Debt owed by a Subsidiary of EPC to another such Subsidiary.

     

    “Interest
      Payment
      Date”
-
      (a) as to any
      ABR Loan, the last day of each March, June, September and December, commencing
      September 30, 2005, the date of any conversion from an ABR Loan to a Eurodollar
      Loan and the Termination Date, (b) as to any Eurodollar Loan having an Interest
      Period of three months or less, the last day of such Interest Period, and (c)
      as
      to any Eurodollar Loan having an Interest Period longer than three months,
      each
      day which is three months, or a whole multiple thereof, after the first day
      of
      such Interest Period and the last day of such Interest Period.

     

    “Interest
      Period”
-
      with respect to
      any Eurodollar Loan:

     

    (i) initially,
      the
      period commencing on the borrowing or conversion date, as the case may be,
      with
      respect to such Eurodollar Loan and ending one, two, three or six (or, to the
      extent available to all of the Lenders, nine or twelve) months thereafter,
      as
      selected by the Borrowers’ Representative in its notice of borrowing or notice
      of conversion, as the case may be, given with respect thereto; and

     

    (ii) thereafter,
      each
      period commencing on the last day of the next preceding Interest Period
      applicable to such Eurodollar Loan and ending one, two, three or six (or, to
      the
      extent available to all of the Lenders, nine or twelve) months thereafter,
      as
      selected by the Borrowers’ Representative by irrevocable notice to the
      Administrative Agent not less than three Business Days prior to the last day
      of
      the then current Interest Period with respect thereto;

     

    (iii) provided
      that, all
      of the foregoing provisions relating to Interest Periods are subject to the
      following:

     

    (1) if
      any Interest
      Period pertaining to a Eurodollar Loan would otherwise end on a day that is
      not
      a Business Day, such Interest Period shall be extended to the next succeeding
      Business Day unless the result of such extension would be to carry such Interest
      Period into another calendar month in which event such Interest Period shall
      end
      on the immediately preceding Business Day;

     

    (2) any
      Interest Period
      pertaining to a Eurodollar Loan that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically corresponding
      day
      in the calendar month at the end of such Interest Period) shall end on the
      last
      Business Day of a calendar month;

     

    (3) the
      Borrowers’
Representative shall select Interest Periods so as not to require a payment
      or
      prepayment of any Eurodollar Loan during an Interest Period for such Loan;
      and

     

    (4) any
      Interest Period
      that would otherwise extend beyond the Termination Date shall end on the
      Termination Date.

     

    “Interest
      Rate
      Protection Agreement”
-
      an interest
      rate swap, cap or collar agreement or similar arrangement entered into with
      the
      intent of protecting against fluctuations in interest rates or the exchange
      of
      notional interest obligations, either generally or under specific
      contingencies.

     

    “Investments”
-
      as defined in
      subsection 8.8.

     

    “ISP”
-
      International
      Standby Practices, as the same may be amended from time to time.

     

    “Issuing
      Lender”
-
      the
      Administrative Agent or any of its respective Affiliates, in its capacity as
      issuer of a Letter of Credit, and any other Lender to whom the Administrative
      Agent or any of its respective Affiliates assigns (with the prior written
      consent of the Required Lenders) all or a portion of its obligations to issue
      Letters of Credit hereunder.

     

    “Late
      Maturity
      Debt”
-
      Debt (other
      than Intercompany Debt) the maturity of which is scheduled to occur after
      November 23, 2007.

     

    “L/C
      Application”
-
      as defined in
      subsection 3.2.

     

    “L/C
      Commitment”
-
      collectively,
      the Issuing Lender’s obligation to issue Letters of Credit and the obligation of
      Participating Lenders to acquire L/C Participating Interests therein pursuant
      to
      Section 3.

     

    “L/C
      Disbursement”
-
      a payment made
      by an Issuing Lender pursuant to a Letter of Credit issued by such Issuing
      Lender.

     

    “L/C
      Participating Interest”
-
      with respect to
      any Letter of Credit (a) in the case of the Issuing Lender with respect thereto,
      its interest in such Letter of Credit and any L/C Application relating thereto
      after giving effect to the granting of participating interests therein, if
      any,
      pursuant hereto and (b) in the case of each Participating Lender, its undivided
      participating interest in such Letter of Credit and any L/C Application relating
      thereto.

     

    “Lender
      Redetermination Notice”
-
      a notice from
      the Required Lenders to EPC giving notice of their election to redetermine
      the
      Borrowing Base, which notice may be sent by the Required Lenders at any time
      they so elect, provided that such an election (excluding any mandatory
      redetermination of the Borrowing Base made in connection with the issuance
      of
      Subordinated Indebtedness pursuant to subsection 4.9(d)(iii), any Disposition
      of
      Borrowing Base Properties described in subsection 8.6(c) or (d), the failure
      of
      the Borrowers to comply with the Continuing 50% Test, and the substitution
      as
      Collateral of Oil and Gas Properties having a value in excess of 10% of the
      PV-10 Value of the Borrowing Base Properties at such time) can be made by the
      Required Lenders no more than once between Scheduled Redetermination
      Dates.

     

    “Letters
      of
      Credit”
-
      as defined in
      subsection 3.1(a).

     

    “Letter
      of Credit
      Outstandings”
-
      at any time,
      the sum of (a) the aggregate amount available for drawing under Letters of
      Credit then outstanding and (b) the aggregate amount of drawings under Letters
      of Credit which have not then been reimbursed pursuant to subsection
      3.5.

     

    “Lien”
-
      any mortgage,
      pledge, hypothecation, assignment for security purposes, deposit arrangement,
      encumbrance, lien (statutory or other), charge or other security interest of
      any
      kind or nature whatsoever (including, without limitation, any conditional sale
      or other title retention agreement and any Capital Lease having substantially
      the same economic effect as any of the foregoing), but excluding set-off
      arrangements.

     

    “Loans”
-
      as defined in
      subsection 2.1(a).

     

    “Loan
      Documents”
-
      the collective
      reference to this Agreement, any Notes, the L/C Applications, the Fee Letter,
      the Security Documents and any Hedging Agreement between a Borrower and any
      Hedge Party (including, any Hedging Agreement between a Borrower and any
      commercial bank or other financial institution that was at the time such Hedging
      Agreement was entered into a Lender or an Affiliate of a Lender).

     

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

     

    “Material
      Adverse
      Effect”
-
      a material
      adverse effect on (a) the business, assets, operations or condition (financial
      or otherwise) of EPC and its Subsidiaries on a consolidated basis, (b) the
      ability of the Borrowers to perform their obligations under the Loan Documents,
      or (c) the validity or enforceability of the Loan Documents or the validity,
      perfection, priority or enforceability of the Liens created
      thereunder.

     

    “Materials
      of
      Environmental Concern”
-
      any petroleum
      products or any hazardous or toxic substances, materials, or wastes, defined
      or
      regulated as such in or under any Environmental Law, including, without
      limitation, asbestos or asbestos containing material, polychlorinated biphenyls,
      urea-formaldehyde insulation, and any other substance that is regulated under
      any Environmental Law.

     

    “Monthly
      Date”
-
      the last
      Business Day of each calendar month.

     

    “Mortgage”
-
      each mortgage,
      deed of trust, assignment or security agreement executed by EPPG in form and
      substance reasonably satisfactory to the Administrative Agent which purports
      to
      create a Lien in favor of the Administrative Agent, in each case as amended,
      supplemented or otherwise modified from time to time.

     

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

     

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

     

    “Net
      Proceeds”
-
      with respect to
      any Disposition by EPPG, an amount equal to the gross proceeds in cash
      (including cash equivalents and any cash payments received by way of deferred
      payment of principal pursuant to a note or installment receivable or purchase
      price adjustment receivable or otherwise, but only as and when received) of
      such
      Disposition, net of taxes, attorneys’ fees, accountants’ fees, brokerage,
      consultant and other fees and expenses actually incurred in connection with
      such
      Disposition, including any sums retained in escrow at such closing.

     

    “Non-Excluded
      Taxes”
-
      as defined in
      subsection 4.13(a).

     

    “Non-U.S.
      Lender”
-
      as defined in
      subsection 4.13(b).

     

    “Note”
-
      as defined in
      subsection 2.4.

     

    “Obligations”
-
      the collective
      reference to the unpaid principal of and interest on the Loans and the
      Reimbursement Obligations and all other obligations and liabilities of the
      Borrowers (including, without limitation, amounts owing under any Loan Document,
      including any Hedging Agreement, and interest accruing at the then applicable
      rate provided in this Agreement after the maturity of the Loans and interest
      accruing at the then applicable rate provided in this Agreement after the filing
      of any petition in bankruptcy, or the commencement of any insolvency,
      reorganization or like proceeding, relating to the Borrowers, whether or not
      a
      claim for post-filing or post-petition interest is allowed in such proceeding)
      to the Administrative Agent or any of the Lenders or their Affiliates under
      the
      Loan Documents.

     

    “Oil
      and Gas
      Business”
-
      (a) the
      acquisition, exploration, exploitation, development, operation and disposition
      of interests in Oil and Gas Properties and Hydrocarbons, (b) the gathering,
      marketing, treating, processing, storage, selling and transporting of any
      production from such interests or Oil and Gas Properties, including, without
      limitation, the marketing of Hydrocarbons obtained from unrelated Persons,
      (c)
      any business relating to or arising from exploration for or development,
      production, treatment, processing, storage, transportation or marketing of
      Hydrocarbons, (d) any business relating to oilfield sales and service, and
      (e)
      any activity that is ancillary or necessary or desirable to facilitate the
      activities described in clauses (a) through (d) of this definition.

     

    “Oil
      and Gas
      Properties”
-
      Hydrocarbon
      Interests; the Properties now or hereafter pooled or unitized with Hydrocarbon
      Interests; all presently existing or future unitization, pooling agreements
      and
      declarations of pooled units and the units created thereby (including without
      limitation all units created under orders, regulations and rules of any
      Governmental Authority having jurisdiction) which may affect all or any portion
      of the Hydrocarbon Interests; all pipelines, gathering lines, compression
      facilities, tanks and processing plants; all interests held in royalty trusts
      whether presently existing or hereafter created; all Hydrocarbons in and under
      and which may be produced, saved, processed or attributable to the Hydrocarbon
      Interests, the lands covered thereby and all Hydrocarbons in pipelines,
      gathering lines, tanks and processing plants and all rents, issues, profits,
      proceeds, products, revenues and other incomes from or attributable to the
      Hydrocarbon Interests; all tenements, hereditaments, appurtenances and
      Properties in any way appertaining, belonging, affixed or incidental to the
      Hydrocarbon Interests, and all rights, titles, interests and estates described
      or referred to above, including any and all real property, now owned or
      hereafter acquired, used or held for use in connection with the operating,
      working or development of any of such Hydrocarbon Interests or Property and
      including any and all surface leases, rights-of-way, easements and servitudes
      together with all additions, substitutions, replacements, accessions and
      attachments to any and all of the foregoing; in each case whether now owned
      or
      hereafter acquired directly or indirectly.

     

    “Participants”
-
      as defined in
      subsection 11.6(b).

     

    “Participating
      Lender”
-
      with respect to
      any Letter of Credit, any Lender (other than the Issuing Lender with respect
      to
      such Letter of Credit) with respect to its L/C Participating Interest in such
      Letter of Credit.

     

    “PBGC”
-
      the Pension
      Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV
      of
      ERISA.

     

    “Permitted
      Liens”
-
      as defined in
      Section 8.3.

     

    “Person”
-
      an individual,
      partnership, corporation, business trust, joint stock company, trust,
      unincorporated association, joint venture, limited liability company,
      Governmental Authority or other entity of whatever nature.

     

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

     

    “Price
      Criteria”
-
      certain price
      assumptions determined by the Administrative Agent in its sole discretion
      utilized in the determination of future revenues from oil and gas
      production.

     

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

     

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

     

    “Properties”
-
      any kind of
      facility, fixture, property or asset, whether real, personal or mixed, or
      tangible or intangible owned, leased or operated by EPPG.

     

    “Proved
      Reserves”
-
      the estimated
      quantities of crude oil, condensate, natural gas and natural gas liquids that
      geological and engineering data demonstrate with reasonable certainty to be
      recoverable in future years from known reservoirs under existing economic and
      operating conditions (i.e., prices and costs as of the date the estimate is
      made), as determined in accordance with Rule 4-10 of Regulation S-X
      promulgated by, and other applicable requirements of, the United States
      Securities and Exchange Commission.

     

    “PV-10
      Value”
-
      with respect to any Oil and Gas Properties, the
      then present
      value of such Properties agreed to by the Administrative Agent utilizing a
      10%
      discount rate and the Price Criteria furnished by the Administrative Agent
      to
      EPC thirty (30) days prior to the delivery of the then relevant Reserve Report
      under Section 4.9.

     

    “Qualified
      Investments Account”
-
      as defined in
      the EPC Revolver.

     

    “Redetermination
      Date”
-
      each date that
      the redetermined Borrowing Base becomes effective subject to the notice
      requirements specified in subsection 4.9.

     

    “Reference
      Bank”
-
      Fortis Bank
      S.A./N.V.

     

    “Register”
-
      as defined in
      subsection 11.6(d).

     

    “Regulation
      U”
      - Regulation U of the Board of Governors of the Federal Reserve System as in
      effect from time to time.

     

    “Regulations
      T
      and X”
-
      the
      corresponding regulation of the Board of Governors of the Federal Reserve System
      as from time to time in effect and any successor or other regulation or official
      interpretation of said Board of Governors, and all official rulings and
      interpretations thereunder or thereof.

     

    “Reimbursement
      Obligations”
-
      the obligation
      of the Borrowers to reimburse the Issuing Lender pursuant to subsection 3.5
      for
      amounts drawn under Letters of Credit issued by the Issuing Lender in accordance
      with the terms of this Agreement and the related L/C Applications.

     

    “Reorganization”
-
      with respect to
      any Multiemployer Plan, the condition that such plan is in reorganization within
      the meaning of Section 4241 of ERISA.

     

    “Reportable
      Event”
-
      any of the
      events set forth in Section 4043(b) of ERISA, other than those events as to
      which the thirty-day notice period is waived under 29 C.F.R. Part
      4043.

     

    “Required
      Lenders”
-
      at any time
      while no Loans are outstanding, Lenders having at least sixty-six and two-thirds
      percent (66-2/3%) of the aggregate Commitments, and, at any time while Loans
      are
      outstanding, Lenders holding at least sixty-six and two-thirds percent (66-2/3%)
      of the outstanding aggregate principal amount of the Loans (without regard
      to
      any sale by a Lender of a participation in any Loan under Section
      11.6(b)).

     

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

     

    “Reserve
      Report”
-
      a report in
      form and substance satisfactory to the Administrative Agent, separately stated
      with respect to (i) all Oil and Gas Properties owned directly or indirectly
      by
      EPPG valued in accordance with Rule 4-10 of Regulation S-X promulgated by,
      and
      other applicable requirements of, the United States Securities and Exchange
      Commission, (ii) all Borrowing Base Properties owned directly or indirectly
      by
      EPPG valued using the Price Criteria furnished by the Administrative Agent
      to
      the Borrowers’ Representative, and (iii) all Oil and Gas Properties owned
      directly or indirectly by EPPG valued using the Price Criteria furnished by
      the
      Administrative Agent to the Borrowers’ Representative, setting forth, among
      other things, (a) the PV-10 Value of such Properties, (b) the Proved
      Reserves attributable to such Properties, and (c) a projection of the rate
      of
      production and net income of the Proved Reserves attributable to such Properties
      as of the date of such Reserve Report.

     

    “Responsible
      Officer”
-
      of any
      Borrower, the president, the chief financial officer, treasurer or controller
      of
      such Borrower.

     

    “Ryder
      Scott”
-
      Ryder Scott
      Company, L.P.

     

    “Scheduled
      Redetermination Dates”
-
      April 30 and
      October 31 of each year.

     

    “Secured
      Parties”
-
      the Lenders
      under this Agreement and a Lender or any Affiliate of a Lender party to a
      Hedging Agreement with any Borrower. The term Secured Parties shall also include
      a former Lender or an Affiliate of a former Lender that is party to a Hedging
      Agreement with any Borrower, provided that such former Lender or Affiliate
      was a
      Lender hereunder or an Affiliate of a Lender hereunder at the time it entered
      into such Hedging Agreement.

     

    “Security
      Documents”
-
      the collective
      reference to the Mortgages and all other security documents hereafter delivered
      to the Administrative Agent granting a Lien on any asset or assets of any Person
      to secure the obligations and liabilities of the Borrowers hereunder and under
      any of the other Loan Documents.

     

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

     

    “Subordinated
      Indebtedness”
-
      any
      Indebtedness of EPPG contractually subordinated to the prior payment in full
      of
      the Loans, Reimbursement Obligations and any other obligations hereunder in
      a
      manner acceptable to the Required Lenders as evidenced by their written
      approval.

     

    “Subsidiary”
-
      as to any
      Person, a corporation, partnership or other entity of which more than 50% of
      the
      total voting power of shares of stock or other equity ownership interests having
      ordinary voting power (other than stock or such other ownership interests having
      such power only by reason of the happening of a contingency) to vote in the
      election of directors, a managing general partner, or majority of general
      partners or other managers or trustees thereof, is at the time owned or
      controlled, directly or indirectly by such Person or one or more of the other
      Subsidiaries of such Person (or a combination thereof). Unless otherwise
      qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
      Agreement shall refer to any direct or indirect Subsidiary
      or Subsidiaries
      of
      EPC.

     

    “Termination
      Date”
-
      May 3,
      2006.

     

    “Termination
      Event”
-
      (a) a
      Reportable Event or an event described in Section 4062(e) of ERISA, or (b)
      the
      withdrawal of EPC or any ERISA Affiliate from a Multiple Employer Plan during
      a
      plan year in which it was a “substantial employer,” as such term is defined in
      Section 4001(a)(2) of ERISA or the incurrence of liability by EPC or any ERISA
      Affiliate under Section 4064 of ERISA upon the termination of a Multiple
      Employer Plan, or (c) the filing of a notice of intent to terminate a Plan
      or
      the treatment of a Plan amendment as a termination under Section 4041 of ERISA,
      or (d) the institution of proceedings to terminate a Plan by the PBGC under
      Section 4042 of ERISA, or (e) the conditions set forth in Section 302(f)(1)(A)
      and (B) of ERISA to the creation of a lien upon property or rights to property
      of EPC or any ERISA Affiliate for failure to make a required payment to a Plan
      are satisfied, or (f) the adoption of an amendment to a Plan requiring the
      provision of security to such Plan, pursuant to Section 307 of ERISA, or (g)
      the
      occurrence of any other event or the existence of any other condition which
      would reasonably be expected to result in the termination of, or the appointment
      of a trustee to administer, any Plan under Section 4042 of ERISA.

     

    “Tranche”
-
      the collective
      reference to Eurodollar Loans the then current Interest Periods with respect
      to
      all of which begin on the same date and end on the same later date (whether
      or
      not such Loans shall originally have been made on the same day); Tranches may
      be
      identified as “Eurodollar Tranches.”

     

    “Transferee”
-
      as defined in
      subsection 11.6(f).

     

    “Type”
-
      as to any Loan,
      its nature as an ABR Loan or a Eurodollar Loan.

     

    “Uniform
      Customs”
-
      the Uniform
      Customs and Practice for Documentary Credits (1993 Revision), International
      Chamber of Commerce Publication No. 500, as the same may be amended from time
      to
      time.

     

    “Withdrawal
      Liability”
-
      as defined in
      Part 1 of Subtitle E of Title IV of ERISA.

     

    1.2    Other
      Definitional Provisions.
      (a) Unless
      otherwise specified therein, all terms defined in this Agreement shall have
      the
      defined meanings when used in any Loan Document or any certificate or other
      document made or delivered pursuant hereto or thereto.

     

    (a)  As
      used herein and
      in any Loan Document, and any certificate or other document made or delivered
      pursuant hereto or thereto, accounting terms relating to a Borrower or any
      Subsidiary of a Borrower not defined in subsection 1.1 and accounting terms
      partly defined in subsection 1.1, to the extent not defined, shall have the
      respective meanings given to them under GAAP. References in any Loan Document
      to
      financial statements shall be deemed to include all related schedules and notes
      thereto.

     

    (b)  The
      words
“hereof,”“herein” and “hereunder” and words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement, and Section, subsection, Schedule and Exhibit
      references are to this Agreement unless otherwise specified.

     

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

     

    (d)  References
      in any
      Loan Document to knowledge of a Borrower of events or circumstances shall be
      deemed to refer to events or circumstances of which an officer of such Borrower
      has actual knowledge.

     

    SECTION
      2 

    AMOUNT
      AND TERMS OF COMMITMENTS

     

    2.1.  Commitments.

     

    (a)  Subject
      to the
      terms and conditions hereof, including, without limitation, the satisfaction
      of
      the conditions precedent set forth in Section 6 hereof, each Lender severally
      agrees to make Loans (“Loans”)
      to the Borrowers
      from time to time during the Commitment Period in an aggregate principal amount
      at any one time outstanding not to exceed the amount of such Lender’s
      Commitment, provided that no Lender shall make any Loans if, after giving effect
      thereto, the sum of such Lender’s Loans and Commitment Percentage of Letter of
      Credit Outstandings (in each case, after giving effect to the Loans requested
      to
      be made and the Letters of Credit requested to be issued on such date) exceeds
      the lesser of (i) such Lender’s Commitment and (ii) such Lender’s Commitment
      Percentage of the Borrowing Base then in effect. During the Commitment Period,
      the Borrowers may use the Commitments by borrowing, prepaying the Loans in
      whole
      or in part, and reborrowing, all in accordance with the terms and conditions
      hereof.

     

    (b)  The
      Loans may from
      time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination
      thereof, as determined by the Borrower’s Representative and notified to the
      Administrative Agent in accordance with subsections 2.2 and 4.3, provided that
      no Loan shall be made as a Eurodollar Loan after the day that is one month
      prior
      to the Termination Date.

     

    2.2.  Procedure
      for
      Borrowing.
      The Borrowers may
      borrow under the Commitments during the Commitment Period on any Business Day,
      provided that the Borrower’s Representative shall give the Administrative Agent
      irrevocable notice (which notice must be received by the Administrative Agent
      prior to 12:00 noon, New York City time, (a) three Business Days prior to
      the requested Borrowing Date, if all or any part of the requested Loans
      initially are to be Eurodollar Loans or (b) on the requested Borrowing Date
      if
      the requested Loans are ABR Loans), specifying (i) the amount to be borrowed,
      (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of
      Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing
      is to be entirely or partly of Eurodollar Loans, the respective amounts of
      each
      such Type of Loan and the respective lengths of the initial Interest Periods
      therefor. Each borrowing under the Commitments shall be in an amount equal
      to
      (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000
      in
      excess thereof (or, if the then Available Commitments, or the amount of
      outstanding Eurodollar Loans after any repayment of any Eurodollar Loans, are
      less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar
      Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon
      receipt of any such notice from the Borrower’s Representative, the
      Administrative Agent shall promptly notify each Lender thereof. Each Lender
      will
      make the amount of its pro rata share of each borrowing available to the
      Administrative Agent for the account of the Borrower at the office of the
      Administrative Agent specified in subsection 11.2 prior to 11:00 A.M., New
      York
      City time, on the Borrowing Date requested by the Borrower’s Representative in
      funds immediately available to the Administrative Agent. Such borrowing will
      then be made available to the Borrowers by the Administrative Agent crediting
      the account of the Borrowers specified in the borrowing notice with the
      aggregate of the amounts made available to the Administrative Agent by the
      Lenders and in like funds as received by the Administrative Agent.

     

    2.3.  Repayment
      of
      Loans.

     

    (a)  The
      Borrowers
      hereby unconditionally promise to pay to the Administrative Agent for the
      account of each Lender the then unpaid principal amount of each Loan of such
      Lender on the Termination Date (or such earlier date on which the Loans become
      due and payable pursuant to Section 9). The Borrowers hereby further agree
      to
      pay interest on the unpaid principal amount of the Loans from time to time
      outstanding from the date hereof to but not including the date the Loans are
      paid in full at the rates per annum, and on the dates, set forth in subsection
      4.1.

     

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

     

    (c)  The
      Administrative
      Agent shall maintain the Register pursuant to subsection 11.6(d), and a
      subaccount therein for each Lender, in which shall be recorded (i) the amount
      of
      each Loan made hereunder, the Type thereof and each Interest Period applicable
      thereto, (ii) the amount of any principal or interest due and payable or to
      become due and payable from the Borrowers to each Lender hereunder and (iii)
      both the amount of any sum received by the Administrative Agent hereunder from
      the Borrowers and each Lender’s share thereof.

     

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

     

    2.4.  Evidence
      of
      Debt.
      Upon the request
      of any Lender, the Borrowers will execute and deliver to such Lender a
      promissory note of the Borrowers evidencing the Loans of such Lender,
      substantially in the form of Exhibit A with appropriate insertions as to date
      and principal amount (a “Note”).

     

    SECTION
      3

    LETTERS
      OF CREDIT

     

    3.1.  The
      L/C
      Commitment.

     

    (a)  Subject
      to the
      terms and conditions hereof, including, without limitation, the satisfaction
      of
      the conditions precedent set forth in Section 6 hereof, the Issuing Lender,
      in
      reliance on the agreements of the other Lenders set forth in subsection 3.4(a),
      agrees to issue letters of credit (the “Letters
      of
      Credit”)
      for the account
      of any Borrower or any Subsidiary or Affiliate of EPC, on any Business Day
      during the Commitment Period in such form as may be approved from time to time
      by the Issuing Lender; provided that the Issuing Lender shall not issue any
      Letter of Credit if, after giving effect to such issuance and after giving
      effect to any Loans requested to be made or Letters of Credit requested to
      be
      issued on such date the sum of the Loans and Letter of Credit Outstandings
      would
      exceed the lesser of (x) the Commitments and (y) the Borrowing Base then in
      effect. Each Letter of Credit shall (i) be issued to support obligations of
      any
      Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which
      finance the working capital and business needs of such Borrower or Subsidiary
      or
      Affiliate of EPC, and (ii) shall expire no later than the earlier of (x) one
      year (or such later date agreed to by the Issuing Lender) after the date of
      issuance and (y) five Business Days prior to the Termination Date, provided
      that
      any Letter of Credit with a one-year tenor may provide for the extension thereof
      for additional one-year periods (which shall in no event extend beyond the
      date
      referred to in clause (y) above). Each Letter of Credit shall be denominated
      in
      Dollars.

     

    (b)  Each
      Letter of
      Credit shall be subject to the Uniform Customs or, at the option of the Issuing
      Lender, the ISP, and, to the extent not inconsistent therewith, the laws of
      the
      State of New York.

     

    (c)  The
      Issuing Lender
      shall not at any time be obligated to issue any Letter of Credit hereunder
      if
      such issuance would conflict with, or cause the Issuing Lender or any
      Participating Lender to exceed any limits imposed by, any applicable Requirement
      of Law.

     

    3.2.  Procedure
      for
      Issuance of Letters of Credit.
      The Borrowers’
Representative may from time to time request that the Issuing Lender issue
      a
      Letter of Credit by delivering to the Issuing Lender and the Administrative
      Agent at their respective addresses for notices specified herein a letter of
      credit application in the Issuing Lender’s then customary form (an “L/C
      Application”)
      completed to the
      satisfaction of the Issuing Lender, and such other certificates, documents
      and
      other papers and information as may be customary and as the Issuing Lender
      may
      reasonably request. Upon receipt of any L/C Application, the Issuing Lender
      will
      process such L/C Application and the certificates, documents and other papers
      and information delivered to it in connection therewith in accordance with
      its
      customary procedures. Upon receipt by the Issuing Lender of confirmation from
      the Administrative Agent that issuance of such Letter of Credit will not
      contravene subsection 3.1, the Issuing Lender shall promptly issue the Letter
      of
      Credit requested thereby (but in no event shall the Issuing Lender be required
      to issue any Letter of Credit earlier than one Business Day after its receipt
      of
      the L/C Application therefor and all such other certificates, documents and
      other papers and information relating thereto) by issuing the original of such
      Letter of Credit to the beneficiary thereof or as otherwise may be agreed by
      the
      Issuing Lender and the Borrowers’ Representative. The Issuing Lender shall
      furnish a copy of such Letter of Credit to the Borrower’s Representative and the
      Administrative Agent promptly following the issuance thereof, and, thereafter,
      the Administrative Agent shall promptly furnish a copy thereof to the
      Lenders.

     

    3.3.  Fees,
      Commissions and Other Charges.

     

    (a)  The
      Borrowers shall
      pay to the Administrative Agent, for the account of (i) the Issuing Lender
      and
      the Participating Lenders, a letter of credit commission with respect to each
      Letter of Credit, computed for the period from the date such Letter of Credit
      is
      issued to the date upon which the next payment is due under this subsection
      (and, thereafter, from the date of payment under this subsection to the date
      upon which the next payment is due under this subsection) at the rate per annum
      equal to the Applicable Margin in effect from time to time for Eurodollar Loans
      of the daily aggregate amount available to be drawn under such Letter of Credit
      during such period, and (ii) the Issuing Lender, a letter of credit commission
      with respect to each Letter of Credit in an amount equal to .125% per annum
      of
      the daily aggregate amount available to be drawn under such Letter of Credit.
      The letter of credit commissions payable pursuant to clause (i) and (ii) above
      shall be payable quarterly in arrears on the last day of each March, June,
      September and December, commencing December 31, 2005, and on the Termination
      Date.

     

    (b)  In
      addition to the
      foregoing fees and commissions, the Borrowers shall pay to the Issuing Lender
      (i) a fee of $750 for issuing each Letter of Credit, and (ii) a fee of $250
      for
      amending any Letter of Credit.

     

    (c)  The
      Administrative
      Agent shall, promptly following its receipt thereof, distribute to the Issuing
      Lender and the Participating Lenders all fees and commissions received by the
      Administrative Agent for their respective accounts pursuant to this
      subsection.

     

    3.4.  L/C
      Participations.

     

    (a)  Effective
      on the
      date of issuance of each Letter of Credit issued after the Closing Date, the
      Issuing Lender irrevocably agrees to grant and hereby grants to each
      Participating Lender, and each Participating Lender irrevocably agrees to accept
      and purchase and hereby accepts and purchases from the Issuing Lender, on the
      terms and conditions hereinafter stated, for such Participating Lender’s own
      account and risk an undivided interest equal to such Participating Lender’s
      Commitment Percentage in the Issuing Lender’s obligations and rights under each
      Letter of Credit issued by the Issuing Lender and the amount of each draft
      paid
      by the Issuing Lender thereunder. Each Participating Lender unconditionally
      and
      irrevocably agrees with the Issuing Lender that, if a draft is paid under any
      Letter of Credit for which such Issuing Lender is not reimbursed in full by
      the
      Borrowers in accordance with the terms of this Agreement, such Participating
      Lender shall pay to the Administrative Agent, for the account of the Issuing
      Lender, upon demand at the Administrative Agent’s address specified in
      subsection 11.2, an amount equal to such Participating Lender’s Commitment
      Percentage of the amount of such draft, or any part thereof, which is not so
      reimbursed. On the date that any Assignee becomes a Lender party to this
      Agreement in accordance with subsection 11.6, participating interests in any
      outstanding Letters of Credit held by the transferor Lender from which such
      Assignee acquired its interest hereunder shall be proportionately reallotted
      between such Assignee and such transferor Lender. Each Participating Lender
      hereby agrees that its obligation to participate in each Letter of Credit,
      and
      to pay or to reimburse the Issuing Lender for its participating share of the
      drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable
      and
      unconditional and shall not be affected by any circumstances whatsoever
      (including, without limitation, the occurrence or continuance of any Default
      or
      Event of Default), and that each such payment shall be made without offset,
      abatement, withholding or other reduction whatsoever.

     

    (b)  If
      any amount
      required to be paid by any Participating Lender to the Issuing Lender pursuant
      to subsection 3.4(a) in respect of any unreimbursed portion of any draft paid
      by
      the Issuing Lender under any Letter of Credit is paid to the Issuing Lender
      within three Business Days after the date such payment is due, such
      Participating Lender shall pay to the Administrative Agent, for the account
      of
      the Issuing Lender, on demand, an amount equal to the product of (i) such
      amount, times (ii) the daily average Federal Funds Effective Rate during the
      period from and including the date such draft is paid to the date on which
      such
      payment is immediately available to the Issuing Lender, times (iii) a fraction
      the numerator of which is the number of days that elapse during such period
      and
      the denominator of which is 360. If any such amount required to be paid by
      any
      Participating Lender pursuant to subsection 3.4(a) is not in fact made available
      to the Administrative Agent, for the account of the Issuing Lender, by such
      Participating Lender within three Business Days after the date such payment
      is
      due, the Issuing Lender shall be entitled to recover from such Participating
      Lender, on demand, such amount with interest thereon calculated from such due
      date at the rate per annum applicable to ABR Loans hereunder. A certificate
      of
      the Issuing Lender submitted to any Participating Lender with respect to any
      amounts owing under this subsection shall be conclusive in the absence of
      manifest error.

     

    (c)  Whenever,
      at any
      time after the Issuing Lender has paid a draft under any Letter of Credit and
      has received from any Participating Lender its pro rata share of such payment
      in
      accordance with subsection 3.4(a), the Issuing Lender receives any reimbursement
      on account of such unreimbursed portion, or any payment of interest on account
      thereof, the Issuing Lender will pay to the Administrative Agent, for the
      account of such Participating Lender, its pro rata share thereof; provided,
      however, that in the event that any such payment received by the Issuing Lender
      shall be required to be returned by the Issuing Lender, such Participating
      Lender shall return to the Administrative Agent for the account of the Issuing
      Lender, the portion thereof previously distributed to it.

     

    3.5.  Reimbursement
      Obligation of the Borrowers.
      If any draft
      shall be presented for payment under any Letter of Credit, the Issuing Lender
      shall notify the Borrowers and the Administrative Agent of the date and the
      amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether
      with their own funds or with proceeds of the Loans) on each date on which the
      Issuing Lender pays a draft so presented under any Letter of Credit for the
      amount of (i) such draft so paid and (ii) any taxes, fees, charges or other
      costs or expenses incurred by the Issuing Lender in connection with such
      payment. Each such payment shall be made to the Issuing Lender at its address
      for notices specified herein in lawful money of the United States of America
      and
      in immediately available funds. Each
      unreimbursed drawing under any Letter of Credit shall constitute a request
      by
      the Borrowers, subject to the provisions of Section 2.1, to the Administrative
      Agent for ABR Loans in the amount of such drawing. The borrowing date with
      respect to any such ABR Loans shall be the date of the remittance by the Issuing
      Bank of the proceeds of such drawing. If ABR Loans are not available on the
      date
      when the Issuing Lender pays a draft, interest
      shall be
      payable on any and all amounts remaining unpaid by the Borrowers under this
      subsection from the date of payment of the applicable draft to but excluding
      the
      date of payment in full thereof, (x) for the period commencing on the date
      of
      payment of the applicable draft to the date which is 3 days thereafter, at
      the
      rate which would be payable on ABR Loans at such time and (y) thereafter, at
      the
      rate which would be payable on ABR Loans at such time plus 2%.

     

    3.6.  Obligations
      Absolute.
      The Borrowers’
obligations under this Section 3 shall be absolute and unconditional under
      any
      and all circumstances and irrespective of any set-off, counterclaim or defense
      to payment which the Borrowers or any other Person may have or have had against
      the Issuing Lender or any other Lender or any beneficiary of a Letter of Credit.
      The Borrowers also agree with the Issuing Lender that the Issuing Lender shall
      not be responsible for, and the Borrowers’ obligations under subsection 3.5
      shall not be affected by, among other things, the validity or genuineness of
      documents or of any endorsements thereon, even though such documents shall
      in
      fact prove to be invalid, fraudulent or forged, or any dispute between or among
      the Borrowers and any beneficiary of any Letter of Credit or any other party
      to
      which such Letter of Credit may be transferred or any claims whatsoever of
      the
      Borrowers against any beneficiary of such Letter of Credit or any such
      transferee. The Issuing Lender shall not be liable for any error, omission,
      interruption or delay in transmission, dispatch or delivery of any message
      or
      advice, however transmitted, in connection with any Letter of Credit, except
      for
      errors or omissions caused by the Issuing Lender’s gross negligence or willful
      misconduct. The Borrowers agree that any action taken or omitted by the Issuing
      Lender under or in connection with any Letter of Credit or the related drafts
      or
      documents, if done in the absence of gross negligence or willful misconduct
      and
      in accordance with the standards of care specified in the Uniform Commercial
      Code of the State of New York, including, without limitation, Article 5 thereof,
      shall be binding on the Borrowers and shall not result in any liability of
      such
      Issuing Lender to the Borrowers.

     

    3.7.  Letter
      of Credit
      Payments.
      Without
      limitation of subsection 3.6, the responsibility of the Issuing Lender to the
      Borrowers in connection with any draft presented for payment under any Letter
      of
      Credit shall, in addition to any payment obligation expressly provided for
      in
      such Letter of Credit, be limited to determining that the documents (including
      each draft) delivered under such Letter of Credit in connection with such
      presentment are in conformity with such Letter of Credit.

     

    3.8.  L/C
      Applications.
      To the extent
      that any provision of any L/C Application, including any reimbursement
      provisions contained therein, related to any Letter of Credit is inconsistent
      with the provisions of this Section 3, the provisions of this Section 3 shall
      prevail.

     

    SECTION
      4

    GENERAL
      PROVISIONS

     

    4.1.  Interest
      Rates
      and Payment Dates.

     

    (a)  Each
      Eurodollar
      Loan shall bear interest for each day during each Interest Period with respect
      thereto at a rate per annum equal to the Eurodollar Rate determined for such
      Interest Period plus the Applicable Margin in effect on such day.

     

    (b)  Each
      ABR Loan shall
      bear interest for each day at a rate per annum equal to the Alternate Base
      Rate
      in effect on such day plus the Applicable Margin in effect on such
      date.

     

    (c)  If
      all or a portion
      of (i) any principal of any Loan, (ii) any interest payable thereon, (iii)
      any
      commitment fee or (iv) any other amount payable hereunder shall not be paid
      when
      due (whether at the stated maturity, by acceleration or otherwise), the
      principal of the Loans and any such overdue interest, commitment fee or other
      amount shall bear interest at a rate per annum which is (x) in the case of
      principal, the rate that would otherwise be applicable thereto pursuant to
      the
      foregoing provisions of this subsection plus 2% or (y) in the case of any such
      overdue interest, commitment fee or other amount, the Alternate Base Rate plus
      the Applicable Margin in effect on such date plus 2%, in each case from the
      date
      of such non-payment to but excluding the date such overdue principal, interest,
      commitment fee or other amount is paid in full (as well after as before
      judgment).

     

    (d)  Interest
      shall be
      payable in arrears on each Interest Payment Date, provided that interest
      accruing pursuant to subsection 4.1(c) shall be payable from time to time on
      demand.

     

    4.2.  Computation
      of
      Interest and Fees.

     

    (a)  Whenever,
      in the
      case of ABR Loans, it is calculated on the basis of the Prime Rate, interest
      shall be calculated on the basis of a 365- (or 366-, as the case may be) day
      year for the actual days elapsed; and, otherwise, interest and fees shall be
      calculated on the basis of a 360-day year for the actual days elapsed (including
      the first day and excluding the last day). The Administrative Agent shall as
      soon as practicable notify the Borrowers’ Representative and the Lenders of each
      determination of a Eurodollar Rate. Any change in the interest rate on a Loan
      resulting from a change in the Alternate Base Rate or the Eurocurrency Reserve
      Requirements shall become effective as of the opening of business on the day
      on
      which such change becomes effective. The Administrative Agent shall as soon
      as
      practicable notify the Borrower’s Representative and the Lenders of the
      effective date and the amount of each such change in interest rate.

     

    (b)  Each
      determination
      of an interest rate by the Administrative Agent pursuant to any provision of
      this Agreement shall be conclusive and binding on the Borrowers and the Lenders
      in the absence of manifest error. The Administrative Agent shall, at the request
      of the Borrowers’ Representative, deliver to the Borrowers a statement showing
      the quotations and calculations used by the Administrative Agent in determining
      any interest rate pursuant to subsection 4.1(a), (b) and (c).

     

    4.3.  Conversion
      and
      Continuation Options.

     

    (a)  The
      Borrowers may
      elect from time to time to convert Eurodollar Loans to ABR Loans by having
      the
      Borrowers’ Representative give the Administrative Agent at least one Business
      Day’s prior irrevocable notice of such election, provided that any such
      conversion of Eurodollar Loans may only be made on the last day of an Interest
      Period with respect thereto. The Borrowers’ Representative may elect from time
      to time to convert ABR Loans to Eurodollar Loans by giving the Administrative
      Agent at least three Business Days’ prior irrevocable notice of such election.
      Any such notice of conversion to Eurodollar Loans shall specify the length
      of
      the initial Interest Period or Interest Periods therefor. Upon receipt of any
      such notice the Administrative Agent shall promptly notify each Lender thereof.
      All or any part of outstanding Eurodollar Loans and ABR Loans may be converted
      as provided herein, provided that (i) no Loan may be converted into a Eurodollar
      Loan when any Event of Default has occurred and is continuing and the
      Administrative Agent has or the Required Lenders have determined that such
      a
      conversion is not appropriate and (ii) no Loan may be converted into a
      Eurodollar Loan after the date that is one month prior to the Termination
      Date.

     

    (b)  Any
      Eurodollar
      Loans may be continued as such upon the expiration of the then current Interest
      Period with respect thereto by the Borrowers’ Representative giving notice to
      the Administrative Agent, in accordance with the applicable provisions of the
      term “Interest Period” set forth in subsection 1.1, of the length of the next
      Interest Period to be applicable to such Loans, provided that no Eurodollar
      Loan
      may be continued as such (i) when any Event of Default has occurred and is
      continuing and the Administrative Agent has or the Required Lenders have
      determined that such a continuation is not appropriate or (ii) after the date
      that is one month prior to the Termination Date and provided, further, that
      if
      the Borrowers’ Representative shall fail to give such notice or if such
      continuation is not permitted such Loans shall be automatically converted to
      ABR
      Loans on the last day of such then expiring Interest Period.

     

    4.4.  Minimum
      Amounts
      Maximum Number of Tranches.
      All borrowings,
      conversions and continuations of Loans hereunder and all selections of Interest
      Periods hereunder shall be in such amounts and be made pursuant to such
      elections so that, after giving effect thereto, the aggregate principal amount
      of the Loans comprising each Eurodollar Tranche shall be equal to $5,000,000
      or
      a whole multiple of $1,000,000 in excess thereof. In no event shall there be
      more than six (6) Eurodollar Tranches outstanding at any time.

     

    4.5.  Optional
      Prepayments and Commitment Reductions.

     

    (a)  The
      Borrowers may,
      on the last day of any Interest Period with respect thereto, in the case of
      Eurodollar Loans, or at any time and from time to time, in the case of ABR
      Loans, prepay the Loans, in whole or in part, without premium or penalty, upon
      at least one Business Day’s irrevocable notice to the Administrative Agent in
      the case of ABR Loans, and upon at least three Business Days’ irrevocable notice
      to the Administrative Agent in the case of Eurodollar Loans, in each case
      specifying the date and amount of prepayment and whether the prepayment is
      of
      Eurodollar Loans, ABR Loans or a combination thereof, and, in each case if
      of a
      combination thereof, the amount allocable to each. Upon receipt of any such
      notice the Administrative Agent shall promptly notify each Lender thereof.
      If
      any such notice is given, the amount specified in such notice shall be due
      and
      payable on the date specified therein, together with any amounts payable
      pursuant to subsection 4.14. Partial prepayments of Eurodollar Loans shall
      be in
      an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000
      in
      excess thereof.

     

    (b)  Subject
      to
      subsection 4.5(c), the Borrowers shall have the right, upon not less than three
      Business Days’ notice to the Administrative Agent, to terminate the Commitments
      or, from time to time, to reduce the amount of the Commitments. Any such
      reduction shall be in an amount equal to $5,000,000 or a whole multiple of
      $1,000,000 in excess thereof and shall reduce permanently the Commitments then
      in effect. Termination of the Commitments shall also terminate the obligation
      of
      the Issuing Lender to issue Letters of Credit.

     

    (c)  In
      the event of the
      termination by the Borrowers of all Commitments, the Borrowers shall on the
      date
      of such termination repay or prepay all of its outstanding Loans (together
      with
      accrued and unpaid interest on the Loans and any amounts payable pursuant to
      subsection 4.14 and any other amounts payable hereunder), reduce the Letter
      of
      Credit Outstandings to zero and cause all Letters of Credit to be canceled
      and
      returned to the Issuing Lender (or shall cash collateralize the Letter of Credit
      Outstandings (or provide supporting letters of credit from an institution
      reasonably acceptable to the Administrative Agent) on terms and pursuant to
      documentation reasonably satisfactory to the Issuing Lender and the
      Administrative Agent). In the event of any partial reduction of the Commitments,
      then (i) at or prior to the effective date of such reduction, the Administrative
      Agent shall notify the Borrowers’ Representative and the Lenders of the
      Aggregate Credit Exposure of all the Lenders and (ii) if the Aggregate Credit
      Exposure of all the Lenders would exceed the aggregate Commitments after giving
      effect to such reduction, then, prior to giving effect to such reduction, the
      Borrowers shall, on the date of such reduction, then, repay or prepay Loans
      and,
      second, reduce the Letter of Credit Outstandings (or cash collateralize the
      Letter of Credit Outstandings (or provide supporting letters of credit from
      an
      institution reasonably acceptable to the Administrative Agent) on terms and
      pursuant to documentation reasonably satisfactory to the Issuing Lender and
      the
      Administrative Agent), in an aggregate amount sufficient to eliminate such
      excess.

     

    (d)  The
      Loans shall be
      repaid, and the Letter of Credit Outstandings shall be reduced or cash
      collateralized, to the extent required by subsection 4.10. All such prepayments
      and cash collateralization shall be made in accordance with this subsection
      4.5.

     

    (e)  In
      the event the
      amount of any prepayment of the Loans required to be made above shall exceed
      the
      aggregate principal amount of the outstanding ABR Loans (the amount of any
      such
      excess being called the “Excess
      Amount”),
      the Borrowers
      shall have the right, in lieu of making such prepayment in full, to prepay
      all
      the outstanding applicable ABR Loans and to deposit an amount equal to the
      Excess Amount with, and in the event that Letter of Credit Outstandings are
      required to be cash collateralized, the Borrowers shall deposit an amount equal
      to the aggregate amount of Letter of Credit Outstandings to be cash
      collateralized with, the Administrative Agent in a cash collateral account
      maintained (pursuant to documentation reasonably satisfactory to the
      Administrative Agent) by and in the sole dominion and control of the
      Administrative Agent. Any amounts so deposited shall be held by the
      Administrative Agent as collateral for the obligations of the Borrowers under
      this Agreement and applied to the prepayment of the applicable Eurodollar Loans
      at the end of the current Interest Periods applicable thereto or Letter of
      Credit Outstandings, as the case may be, or, during an Event of Default, to
      payment of any obligations under this Agreement (including obligations in
      respect of the Letters of Credit). On any Business Day on which (i) collected
      amounts remain on deposit in or to the credit of such cash collateral account
      after giving effect to the payments made on such day pursuant to this subsection
      4.5(e) and (ii) the Borrowers’ Representative shall have delivered to the
      Administrative Agent a written request or a telephonic request (which shall
      be
      promptly confirmed in writing) that such remaining collected amounts be invested
      in the Cash Equivalent specified in such request, the Administrative Agent
      shall
      use its reasonable efforts to invest such remaining collected amounts in such
      Cash Equivalent, provided, however, that the Administrative Agent shall have
      continuous dominion and full control over any such investments (and over any
      interest that accrues thereon) to the same extent that it has dominion and
      control over such cash collateral account and no Cash Equivalent shall mature
      after the end of the Interest Period for which it is to be applied. The
      Borrowers shall not have the right to withdraw any amount from such cash
      collateral account until the applicable Eurodollar Loans and accrued interest
      thereon and Letter of Credit Outstandings are paid in full or if a Default
      or
      Event of Default then exists or would result. Any prepayment or
      collateralization pursuant to this subsection 4.5(e) shall be applied in the
      order set forth in clause (ii) of the second sentence of subsection
      4.5(c).

     

    4.6.  Commitment
      Fee;
      Administrative Agent’s Fee; Other Fees.

     

    (a)  The
      Borrowers agree
      to pay to the Administrative Agent for the account of each Lender a commitment
      fee for the period from and including, for each Lender, the Closing Date to
      but
      not including the Termination Date, computed at the Commitment Fee Rate on
      the
      average daily amount of the lesser of (i) the Available Commitment of such
      Lender and (ii) the Borrowing Base Availability with respect to such Lender,
      during the period for which payment is made, payable quarterly in arrears on
      the
      last day of each March, June, September and December (subject to
      Section 4.8) (commencing on December 31, 2005) and on the Termination Date
      or such earlier date as the Commitments shall terminate as provided herein.
      Commitment fees shall be nonrefundable when paid unless payment was made in
      error.

     

    (b)  The
      Borrowers shall
      pay to the Administrative Agent the fees set forth in the Fee
      Letter.

     

    (c)  The
      Borrowers shall
      pay to the Lenders such additional fees as may be agreed to by the Borrowers
      and
      the Lenders.

     

    4.7.  Inability
      to
      Determine Interest Rate.
      If prior to the
      first day of any Interest Period:

     

    (a)  the
      Administrative
      Agent shall have determined (which determination shall be conclusive and binding
      upon the Borrowers) that, by reason of circumstances affecting the relevant
      market, adequate and reasonable means do not exist for ascertaining the
      Eurodollar Rate for such Interest Period, or 

     

    (b)  the
      Administrative
      Agent shall have received notice from the Required Lenders that the Eurodollar
      Rate determined or to be determined for such Interest Period will not adequately
      and fairly reflect the cost to such Lenders (as conclusively certified by such
      Lenders) of making or maintaining their affected Loans during such Interest
      Period, 

     

    the
      Administrative
      Agent shall give telecopy or telephonic notice thereof to the Borrowers and
      the
      Lenders as soon as practicable thereafter. If such notice is given (x) any
      Eurodollar Loans requested to be made on the first day of such Interest Period
      shall be made as ABR Loans, (y) any Loans that were to have been converted
      on
      the first day of such Interest Period to Eurodollar Loans shall be continued
      as
      ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the
      first day of such Interest Period, to ABR Loans. Until such notice has been
      withdrawn by the Administrative Agent, no further Eurodollar Loans shall be
      made
      or continued as such, nor shall the Borrowers have the right to convert Loans
      to
      Eurodollar Loans.

     

    4.8.  Pro
      Rata
      Treatment and Payments.

     

    (a)  Each
      borrowing by
      the Borrowers from the Lenders hereunder, each payment by the Borrowers on
      account of any commitment fee hereunder and any reduction of the Commitments
      of
      the Lenders shall be made pro rata according to the respective Commitment
      Percentages of the Lenders. Each payment (including each prepayment) by the
      Borrowers on account of principal of and interest on the Loans shall be made
      pro
      rata according to the respective outstanding principal amounts of the Loans
      then
      held by the Lenders. All payments (including prepayments) to be made by the
      Borrowers hereunder, whether on account of principal, interest, fees or
      otherwise, shall be made without set off or counterclaim and shall be made
      prior
      to 12:00 Noon, New York City time, on the due date thereof to the Administrative
      Agent, for the account of the Lenders, at the Administrative Agent’s office
      specified in subsection 11.2, in Dollars and in immediately available funds.
      The
      Administrative Agent shall distribute such payments to the Lenders promptly
      upon
      receipt in like funds as received. If any payment hereunder becomes due and
      payable on a day other than a Business Day, such payment shall be extended
      to
      the next succeeding Business Day, and, with respect to payments of principal,
      interest thereon shall be payable at the then applicable rate during such
      extension.

     

    (b)  Unless
      the
      Administrative Agent shall have been notified in writing by any Lender prior
      to
      a borrowing that such Lender will not make the amount that would constitute
      its
      Commitment Percentage of such borrowing available to the Administrative Agent,
      the Administrative Agent may assume that such Lender is making such amount
      available to the Administrative Agent, and the Administrative Agent may, in
      reliance upon such assumption, make available to the Borrowers a corresponding
      amount. If such amount is not made available to the Administrative Agent by
      the
      required time on the Borrowing Date therefor, such Lender shall pay to the
      Administrative Agent, on demand, such amount with interest thereon at a rate
      equal to the daily average Federal Funds Effective Rate for the period until
      such Lender makes such amount immediately available to the Administrative Agent.
      A certificate of the Administrative Agent submitted to any Lender with respect
      to any amounts owing under this subsection shall be conclusive in the absence
      of
      manifest error. If such Lender’s Commitment Percentage of such borrowing is not
      made available to the Administrative Agent by such Lender within three Business
      Days after such Borrowing Date, the Administrative Agent shall also be entitled
      to recover such amount with interest thereon at the rate per annum applicable
      to
      ABR Loans hereunder, on demand, from the Borrowers.

     

    4.9.  Computation
      of
      Borrowing Base.

     

    (a)  Borrowing
      Base.
      The Borrowing
      Base in effect from time to time shall represent the maximum principal amount
      (subject to the aggregate amount of the Commitments) of Loans and Letter of
      Credit Outstandings that the Lenders will allow to remain outstanding during
      the
      Commitment Period. The Borrowing Base will be determined by the Administrative
      Agent in its sole discretion based upon the total assets, cashflow and
      liabilities of EPPG and upon the value of Proved Reserves attributable to the
      Borrowing Base Properties of EPPG by the Administrative Agent in its sole
      discretion, and will be determined by the Administrative Agent in accordance
      with paragraph (d) of this subsection 4.9, subject to approval by Required
      Lenders or all of the Lenders, as the case may be. Until the Commitments are
      no
      longer in effect, all Letters of Credit have terminated and all of the Loans
      and
      all other obligations under this Agreement are paid in full, this Agreement
      shall be subject to the then effective Borrowing Base.

     

    (b)  Reserve
      Reports.
      EPC shall, at its
      own expense, furnish to the Administrative Agent and each Lender (i) prior
      to March 31 of each year, a Reserve Report prepared by the Independent
      Engineer, dated no earlier than the immediately preceding December 31,
      (ii) prior to September 30 of each year, a Reserve Report prepared by the
      engineers employed by EPC dated no earlier than the immediately preceding
      June 30 and (iii) within 30 days following the delivery of a Borrower
      Redetermination Notice or a Lender Redetermination Notice, a Reserve Report
      prepared by the engineers employed by EPC and, if requested by the Required
      Lenders or the Administrative Agent, within 90 days following the delivery
      of
      such notice a Reserve Report prepared by the engineers employed by EPC and
      audited by the Independent Engineer, in each case certified by a Responsible
      Officer of EPC. If EPC fails to deliver a Reserve Report within the time period
      provided for, then the Administrative Agent and the Lenders shall have the
      right
      to rely on the last Reserve Report previously delivered by EPC with any such
      adjustments and taking into account any additional information as the
      Administrative Agent may deem appropriate in its sole discretion. Concurrently
      with the delivery of the Reserve Reports, EPC shall furnish to the
      Administrative Agent and each Lender a certificate of a Responsible Officer
      showing any material additions to or material deletions from the Oil and Gas
      Properties and the Borrowing Base Properties listed in the Reserve Report,
      which
      additions or deletions were made by EPC since the date of the previous Reserve
      Report.

     

    (c)  Redetermination
      of the Borrowing Base.
      The
      Administrative Agent shall redetermine the Borrowing Base in its sole
      discretion, and the Administrative Agent shall notify EPC and the Lenders of
      the
      Administrative Agent’s redetermination of the Borrowing Base (i) with respect to
      regularly scheduled Reserve Reports, (A) on or before April 30 (in the case
      of
      Reserve Reports due on March 31) and (B) on or before October 31 (in the case
      of
      Reserve Reports due on September 30), and (ii) with respect to a Lender
      Redetermination Notice or a Borrower Redetermination Notice as promptly as
      practicable following delivery to the Administrative Agent of all information
      (including Reserve Reports) requested from EPC, or if no such information is
      delivered by EPC following such request, then at such time as the Administrative
      Agent determines is practicable but, in any case, no later than 30 days after
      delivery of such information or, if such information is not timely delivered,
      30
      days after the date such information was required to be delivered. Within 15
      days after receipt from the Administrative Agent of the amount of a
      redetermination of the Borrowing Base, each Lender shall notify the
      Administrative Agent in writing stating whether or not such Lender agrees with
      that redetermination. Failure of any Lender to give such notice within such
      period of time shall not be deemed to constitute an acceptance of such
      redetermination. The Borrowing Base may be decreased from the then effective
      Borrowing Base with the consent of Required Lenders but may only be increased
      from the then effective Borrowing Base with the consent of all of the Lenders.
      If Required Lenders or all of the Lenders, as the case may be, agree with that
      redetermination, then the Administrative Agent promptly shall notify EPC of
      the
      Borrowing Base as so redetermined. Redeterminations made in connection with
      regularly scheduled Reserve Reports shall become effective (and shall remain
      effective until the Borrowing Base is again redetermined as provided in this
      subsection (c)) on May 15 (in the case of Reserve Reports due on March 31)
      and November 15 (in the case of Reserve Reports due on September 30), and
      other redeterminations shall become effective upon written notice from the
      Administrative Agent to EPC and the Lenders of the redetermined Borrowing Base.
      If Required Lenders or all of the Lenders, as the case may be, have not approved
      in writing the Borrowing Base within the 15-day period following their receipt
      of the proposed amount from the Administrative Agent, the Borrowing Base shall
      be set at the amount of the then current Borrowing Base and the Borrowing Base
      shall remain at such level until Required Lenders or all of the Lenders, as
      the
      case may be, utilizing the procedure outlined herein, agree on a new Borrowing
      Base and the Administrative Agent shall give notice thereof to EPC. Each
      redetermination provided for by this subsection 4.9(c) shall be made in
      accordance with the provisions of subsection 4.9(d).

     

    (d)  Criteria.
      All
      determinations and redeterminations by the Administrative Agent provided for
      in
      this subsection 4.9 (and any determinations and decisions by either or both
      of
      the Administrative Agent and Required Lenders or all of the Lenders, as the
      case
      may be, in connection therewith, including effecting any redetermination of
      the
      value of any component contained in a Reserve Report) shall be made by the
      Administrative Agent and the Lenders in their sole discretion based upon the
      application by the Administrative Agent and the Lenders of their respective
      oil
      and gas lending criteria as they customarily used at the time of determination
      in assigning collateral value to oil and gas properties for similarly situated
      customers of the Administrative Agent and the Lenders.

     

    (e)  Subordinated
      Indebtedness.
      At least thirty
      (30) days prior to the incurrence of Subordinated Indebtedness by EPPG, EPC
      shall so notify the Administrative Agent. Following the receipt of such notice
      the Required Banks shall have the right to serve a Lender Redetermination Notice
      on EPC, which Lender Redetermination Notice shall not count towards the maximum
      number of such Notices which the Required Lenders may otherwise serve between
      Scheduled Redetermination Dates.

     

    (f)  Mandatory
      Reductions.
      If, following the
      Disposition of any Borrowing Base Property pursuant to Section 8.6(d), the
      Collateral Coverage Ratio is less than 1.5 to 1.0, the Borrowing Base shall
      automatically be reduced by the amount of the PV-10 Value of such Properties,
      unless such Borrowing Base Property is contemporaneously replaced by EPPG with
      substitute Borrowing Base Property of at least equal PV-10 Value or, pending
      delivery of such Borrowing Base Property, with Cash Collateral equal to or
      greater than such PV-10 Value.

     

    (g)  Initial
      Borrowing Base.
      The initial
      Borrowing Base hereunder shall be $300,000,000.00.

     

    4.10.  Mandatory
      Prepayments.

     

    (a)  Borrowing
      Base
      Deficiency.
      Upon the
      occurrence of a Borrowing Base Deficiency, the Administrative Agent shall notify
      EPC of such Borrowing Base Deficiency. Within ten (10) days from and after
      the
      Borrowing Base Deficiency Notification Date, EPC shall notify the Administrative
      Agent that the Borrowers elect to take one of the following
      actions:

     

    (i)  Execute
      and deliver
      to the Administrative Agent supplemental or additional Security Documents,
      in
      form and substance reasonably satisfactory to the Administrative Agent and
      its
      counsel, securing payment of the Notes and the other Obligations and covering
      additional Hydrocarbon Interests owned by EPPG which are not then designated
      as
      Borrowing Base Properties and which are of a type and nature, and having a
      value
      (determined by the Administrative Agent in its sole discretion using the
      standards applicable to a Borrowing Base Redetermination), in addition to other
      Borrowing Base Properties reasonably satisfactory to the Administrative Agent
      and the Required Lenders, sufficient to eliminate the Borrowing Base Deficiency;
      

     

    (ii)  Make
      a payment with
      respect to the Obligations (which shall be applied, or held for application,
      as
      the case may be, by the Administrative Agent to the payment of the aggregate
      unpaid principal amount of those Loans then outstanding and then Letter of
      Credit Outstandings) in an aggregate principal amount sufficient to eliminate
      such Borrowing Base Deficiency within thirty (30) days after the Borrowing
      Base
      Deficiency Notification Date; 

     

    (iii)  Execute
      and deliver
      additional Security Documents, as provided in clause (i) above, sufficient
      to
      eliminate a portion of the Borrowing Base Deficiency and make a payment as
      provided in clause (ii) above in an aggregate principal amount sufficient to
      eliminate the balance of the Borrowing Base Deficiency; or

     

    (iv)  Make
      six (6)
      consecutive prepayments of principal of the outstanding Loans, each of which
      shall be in an amount equal to 1/6th of the amount of the Borrowing Base
      Deficiency, commencing on the first Monthly Date following delivery of the
      notice of Borrower’s election, and continuing on each Monthly Date thereafter
      until such Deficiency has been eliminated by such prepayments, addition of
      properties to the Borrowing Base Properties or a combination of the foregoing.
      

     

    (b)  Security
      Documents.
      If the Borrowers
      elect to execute and deliver supplemental or additional Security Documents
      to
      the Administrative Agent pursuant to Section 4.10(a)(i) or (a)(iii) above,
      EPPG shall provide the Administrative Agent and each Lender with descriptions
      of
      the additional assets to be collaterally assigned (together with current
      valuations satisfactory to the Administrative Agent or engineering reports
      as to
      the new Properties, Security Documents, and, if necessary to comply with the
      Continuing 50% Test, title evidence applicable thereto, each of which shall
      be
      in form and substance reasonably satisfactory to the Administrative Agent),
      within twenty (20) days after the Borrowing Base Deficiency Notification Date,
      except that title evidence may be furnished within ninety (90) days after such
      Date. If the Borrowers fail to take any of the actions described above within
      the relevant period, then without any necessity for notice to EPC or any other
      person, the Borrowers shall become obligated to pay Obligations in an aggregate
      principal amount equal to the applicable Borrowing Base Deficiency within three
      (3) days after the end of the relevant period.

     

    (c)  Collateral
      Value
      Deficiency.
      If at any time
      the Collateral Coverage Ratio is less than 1.5 to 1.0 (the “Collateral
      Deficiency Date”),
      EPC shall
      either:

     

    (i)  Give
      notice to the
      Administrative Agent that the Borrowers elect to make a payment with respect
      to
      the Obligations (which shall be applied, or held for application, as the case
      may be, by the Administrative Agent to the payment of the aggregate unpaid
      principal amount of those Loans then outstanding and then Letter of Credit
      Outstandings) in an aggregate principal amount necessary to comply with the
      Collateral Coverage Ratio at such time whereupon the Commitments shall be so
      reduced with immediate effect and the Borrowers shall make such prepayment
      on or
      before the date that is thirty (30) days after the related Collateral Deficiency
      Date; 

     

    (ii)  Certify
      to the
      Administrative Agent that EPPG has good and defensible title, free of any Liens
      other than Permitted Liens, to Proved Reserves in an amount which, if subject
      to
      one or more Mortgages, would result in the Borrowers being in compliance with
      such Collateral Coverage Ratio. Within ten (10) days after such certification,
      the Administrative Agent shall either (x) determine that such properties, if
      subject to a Mortgage, would result in the Borrowers being in compliance with
      such Collateral Coverage Ratio, in which case, EPPG shall within twenty (20)
      days of such certification, and in any event, no later than within thirty (30)
      days of the Collateral Deficiency Date, deliver a Mortgage (or a satisfactory
      amendment to an existing Mortgage) to the Administrative Agent with respect
      to
      each of such properties, executed and delivered by a duly authorized officer
      of
      each party thereto and accompanied by such other documentation as the
      Administrative Agent shall reasonably request (including, without limitation,
      legal opinions in form and substance satisfactory to the Administrative Agent
      relating thereto), or (y) determine that such properties, if subject to a
      Mortgage, would not result in the Borrowers being in compliance with such
      Collateral Coverage Ratio, in which case, the Borrowers shall make the
      prepayments specified in subsection (i) of this Section 4.10(c) within thirty
      (30) days of the Collateral Deficiency Date; 

     

    (iii)  Effect
      a reduction
      of the Commitments pursuant to Section 4.5;

     

    (iv)  Pending
      delivery of
      the Mortgages, provide Cash Collateral if sufficient to eliminate the Collateral
      Value Deficiency; or 

     

    (v)  Any
      combination of
      the actions referred to in clauses (i) - (iv) the effect of which in combination
      is to restore the Collateral Coverage Ratio to not less than 1.5 to
      1.0.

     

    4.11.  Illegality.
      Notwithstanding
      any other provision herein, if the adoption of or any change in any Requirement
      of Law or in the interpretation or application thereof after the date hereof
      shall make it unlawful for any Lender to make or maintain Eurodollar Loans
      as
      contemplated by this Agreement (a) the commitment of such Lender hereunder
      to
      make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans
      to Eurodollar Loans shall forthwith be canceled and (b) such Lender’s Loans then
      outstanding as Eurodollar Loans, if any, shall be converted automatically to
      ABR
      Loans on the respective last days of the then current Interest Periods with
      respect to such Loans or within such earlier period as required by law. If
      any
      such conversion of a Eurodollar Loan occurs on a day which is not the last
      day
      of the then current Interest Period with respect thereto, the Borrower shall
      pay
      to such Lender such amounts, if any, as may be required pursuant to subsection
      4.14.

     

    4.12.  Requirements
      of
      Law.

     

    (a)  If
      the adoption of
      or any change in any Requirement of Law or in the interpretation or application
      thereof after the date hereof or compliance by any Lender with any request
      or
      directive (whether or not having the force of law) from any central bank or
      other Governmental Authority made subsequent to the date hereof:

     

    (i)  shall
      subject any
      Lender to any tax of any kind whatsoever with respect to this Agreement, any
      Note, any Letter of Credit, any L/C Application or any Eurodollar Loan made
      by
      it, or change the basis of taxation of payments to such Lender in respect
      thereof (except for Non-Excluded Taxes covered by subsection 4.13, changes
      in
      the rate or computation of tax on the overall net income of such Lender,
      franchise taxes imposed in lieu of net income taxes and doing business
      taxes);

     

    (ii)  shall
      impose,
      modify or hold applicable any reserve, special deposit, compulsory loan or
      similar requirement against assets held by, deposits or other liabilities in
      or
      for the account of, advances, loans or other extensions of credit by, or any
      other acquisition of funds by, any office of such Lender which is not otherwise
      included in the determination of the Eurodollar Rate hereunder, or

     

    (iii)  shall
      impose on
      such Lender any other condition;

     

    and
      the result of
      any of the foregoing is to increase the cost to such Lender, by an amount which
      such Lender deems to be material, of making, converting into, continuing or
      maintaining Eurodollar Loans or issuing or participating in Letters of Credit
      or
      to reduce any amount receivable hereunder in respect thereof, then, in any
      such
      case, the Borrowers shall promptly pay such Lender such additional amount or
      amounts as will compensate such Lender for such increased cost or reduced amount
      receivable.

     

    (b)  If
      any Lender shall
      have determined that the adoption of or any change in any Requirement of Law
      regarding capital adequacy or in the interpretation or application thereof
      or
      compliance by such Lender or any corporation controlling such Lender with any
      request or directive regarding capital adequacy (whether or not having the
      force
      of law) from any Governmental Authority made subsequent to the date hereof
      shall
      have the effect of reducing the rate of return on such Lender’s or such
      corporation’s capital as a consequence of its obligations hereunder or under any
      Letter of Credit to a level below that which such Lender or such corporation
      could have achieved but for such adoption, change or compliance (taking into
      consideration such Lender’s or such corporation’s policies with respect to
      capital adequacy) by an amount deemed by such Lender to be material, then from
      time to time, the Borrowers shall promptly pay to such Lender such additional
      amount or amounts as will compensate such Lender for such
      reduction.

     

    (c)  If
      any Lender
      becomes entitled to claim any additional amounts pursuant to this subsection,
      it
      shall promptly notify the Borrowers’ Representative (with a copy to the
      Administrative Agent) of the event by reason of which it has become so entitled.
      A certificate as to any additional amounts payable pursuant to this subsection
      submitted by such Lender to the Borrowers’ Representative (with a copy to the
      Administrative Agent) shall be conclusive in the absence of manifest error.
      The
      agreements in this subsection shall survive the termination of this Agreement
      and the payment of the Loans and all other amounts payable
      hereunder.

     

    4.13.  Taxes.

     

    (a)  All
      payments made
      by the Borrowers under this Agreement and any Notes shall be made free and
      clear
      of, and without deduction or withholding for or on account of, any present
      or
      future income, stamp or other taxes, levies, imposts, duties, charges, fees,
      deductions or withholdings, now or hereafter imposed, levied, collected,
      withheld or assessed by any Governmental Authority, excluding net income taxes,
      franchise taxes (imposed in lieu of net income taxes) and doing business taxes
      imposed on the Administrative Agent or any Lender as a result of a present
      or
      former connection between the Administrative Agent or such Lender and the
      jurisdiction of the Governmental Authority imposing such tax or any political
      subdivision or taxing authority thereof or therein (other than any such
      connection arising solely from the Administrative Agent or such Lender having
      executed, delivered or performed its obligations or received a payment under,
      or
      enforced, this Agreement or any Note). If any such non-excluded taxes, levies,
      imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded
      Taxes”)
      are required to
      be withheld from any amounts payable to the Administrative Agent or any Lender
      hereunder or under any Note, the amounts so payable to the Administrative Agent
      or such Lender shall be increased to the extent necessary to yield to the
      Administrative Agent or such Lender (after payment of all Non-Excluded Taxes)
      interest or any such other amounts payable hereunder at the rates or in the
      amounts specified in this Agreement, provided, however, that the Borrowers
      shall
      not be required to increase any such amounts payable to any Non-U.S. Lender
      if
      such Non-U.S. Lender fails to comply with the requirements of paragraph (b)
      of
      this subsection. Whenever any Non-Excluded Taxes are payable by the Borrowers,
      as promptly as possible thereafter the Borrowers shall send to the
      Administrative Agent for their own account or for the account of such Lender,
      as
      the case may be, a certified copy of an original official receipt received
      by
      the Borrowers showing payment thereof. If, when the Borrowers are required
      by
      this subsection 4.13(a) to pay any Non-Excluded Taxes, the Borrowers fail to
      pay
      any Non-Excluded Taxes when due to the appropriate taxing authority or fail
      to
      remit to the Administrative Agent the required receipts or other required
      documentary evidence, the Borrowers shall indemnify the Administrative Agent
      and
      the Lenders for any incremental taxes, interest or penalties that may become
      payable by the Administrative Agent or any Lender as a result of any such
      failure. The agreements in this subsection shall survive the termination of
      this
      Agreement and the payment of the Loans and all other amounts payable
      hereunder.

     

    (b)  Each
      Lender (or
      Transferee) that is not a citizen or resident of the United States of America,
      a
      corporation, partnership or other entity created or organized in or under the
      laws of the United States of America, or any estate or trust that is subject
      to
      federal income taxation regardless of the source of its income (a “Non-U.S.
      Lender”)
      and is otherwise
      exempt from IRS interest withholding obligations shall deliver to the Borrowers’
Representative and the Administrative Agent (or, in the case of a Participant,
      to the Lender from which the related participation shall have been purchased)
      two copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8ECI
      or
      successors forms or, in the case of a Non-U.S. Lender claiming exemption from
      U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with
      respect to payments of “portfolio interest,” a Form W-8, or any subsequent
      versions thereof or successors thereto (and, if such Non-U.S. Lender delivers
      a
      Form W-8, an annual certificate representing that such Non-U.S. Lender (i)
      is
      not a “bank” for purposes of Section 881(c) of the Code (and is not subject to
      regulatory or other legal requirements as a bank in any jurisdiction, and has
      not been treated as a bank in any filing with or submission made to any
      Governmental Authority or rating agency), (ii) is not a 10% shareholder (within
      the meaning of Section 871 (h)(3)(B) of the Code) of the Borrowers and (iii)
      is
      not a controlled foreign corporation related to the Borrowers (within the
      meaning of Section 864(d)(4) of the Code)), properly completed and duly executed
      by such Non-U.S. Lender claiming complete exemption from U.S. federal
      withholding tax on all payments by the Borrowers under this Agreement and the
      other Loan Documents, along with such other additional forms as the Borrowers,
      the Administrative Agent (or, in the case of a Participant, the Lender from
      which the related participation shall have been purchased) may reasonably
      request to establish the availability of such exemption. Such forms shall be
      delivered by each Non-U.S. Lender on or before the date it becomes a party
      to
      this Agreement (or, in the case of any Participant, on or before the date such
      Participant purchases the related participation), and if a Person cannot deliver
      such forms because such Person is not exempt from U.S. federal withholding
      tax
      under the Code as described above, then such Person shall not become a Lender
      or
      Transferee hereunder or a party hereto.

     

    4.14.  Indemnity.
      The Borrowers
      agree to indemnify each Lender and to hold each Lender harmless from any loss
      or
      expense which such Lender may sustain or incur (other than through such Lender’s
      gross negligence or willful misconduct) as a consequence of (a) default by
      the
      Borrowers in making a borrowing of, conversion into or continuation of
      Eurodollar Loans after the Borrowers’ Representative has given a notice
      requesting the same in accordance with the provisions of this Agreement, (b)
      default by the Borrowers in making any prepayment of a Eurodollar Loan after
      the
      Borrowers’ Representative has given a notice thereof in accordance with the
      provisions of this Agreement or (c) the making of a prepayment of or a
      conversion of Eurodollar Loans on a day which is not the last day of an Interest
      Period with respect thereto. Such indemnification may include an amount equal
      to
      the excess, if any, of (i) the amount of interest which would have accrued
      on
      the amount so prepaid, or converted, or not so borrowed, converted or continued,
      for the period from the date of such prepayment or conversion or of such failure
      to borrow, convert or continue to the last day of the applicable Interest Period
      (or, in the case of a failure to borrow, convert or continue, the Interest
      Period that would have commenced on the date of such failure) in each case
      at
      the applicable rate of interest for such Eurodollar Loans provided for herein
      (excluding, however, the percentage added to the Eurodollar Rate pursuant to
      subsection 4.1(a) to the extent included therein) over (ii) the amount of
      interest (as reasonably determined by such Lender) which would have accrued
      to
      such Lender on such amount by placing such amount on deposit for a comparable
      period with leading banks in the interbank eurodollar market. This covenant
      shall survive the termination of this Agreement and the payment of the Loans
      and
      all other amounts payable hereunder.

     

    4.15.  Change
      of
      Lending Office.
      Each Lender
      agrees that if it makes any demand for payment under subsection 4.12 or 4.13(a),
      or if any adoption or change of the type described in subsection 4.11 shall
      occur with respect to it, it will use reasonable efforts (consistent with its
      internal policy and legal and regulatory restrictions and so long as such
      efforts would not be disadvantageous to it, as determined in its sole
      discretion) to designate a different lending office if the making of such a
      designation would reduce or obviate the need for the Borrowers to make payments
      under subsection 4.12 or 4.13(a), or would eliminate or reduce the effect of
      any
      adoption or change described in subsection 4.11.

     

    4.16.  Collateral
      Security.

     

    (a)  Closing
      Date.
      To secure the
      performance by the Borrowers of the Obligations hereunder and under the Notes,
      the Security Documents and any Hedging Agreement, whether now or hereafter
      incurred, matured or unmatured, direct or contingent, including extensions,
      modifications, renewals and increases thereof, and substitutions therefore,
      EPPG
      shall, as of the Closing Date, have, pursuant to the Mortgages granted and
      assigned to the Administrative Agent, for the ratable benefit of the Secured
      Parties, a first priority Lien, subject only to Permitted Liens, on Borrowing
      Base Properties.

     

    (b)  Subsequently
      Acquired Property.
      If EPPG shall,
      following the Closing Date, acquire additional Oil and Gas Properties that
      are
      proposed to be Borrowing Base Properties, EPPG shall grant security interests
      and mortgage Liens to the Administrative Agent, for the ratable benefit of
      the
      Secured Parties, in and on any such property to the extent provided in Section
      7.7 hereof.

     

    (c)  Form
      of Security
      Documents.
      The granting and
      assigning of such security interests and Liens by EPPG shall be pursuant to
      the
      Security Documents in form and substance reasonably satisfactory to the
      Administrative Agent.

     

    (d)  Title
      Work.
      Within fifteen
      (15) Business Days following the Closing Date, EPPG shall have furnished to
      the
      Administrative Agent title documents reasonably satisfactory to the
      Administrative Agent with respect to the title and Lien status of at least
      50%
      of the PV-10 Value of the Borrowing Base Properties. Thereafter, the
      Administrative Agent shall at all times have reasonably satisfactory title
      documents with respect to at least 50% of the PV-10 Value of the Borrowing
      Base
      Properties of EPPG (the “Continuing
      50%
      Test”).
      If at any time
      after the Closing Date, EPPG fails to provide title documents reasonably
      satisfactory to the Administrative Agent for a sufficient number of Borrowing
      Base Properties to meet the Continuing 50% Test, such failure shall not
      constitute an Event of Default, but the Administrative Agent may redetermine
      the
      Borrowing Base by written notice to the Borrowers’ Representative as required to
      bring EPPG into compliance with the Continuing 50% Test until such title
      documents are provided. Without regard to whether EPPG provides satisfactory
      title documents with respect to a particular Oil and Gas Property owned by
      EPPG,
      such Oil and Gas Property shall, if necessary to meet the requirements of
      Section 7.7 hereof, be encumbered by a Mortgage in favor of the Administrative
      Agent for the ratable benefit of the Secured Parties, and shall be included
      in
      the collateral.

     

    (e)  Security
      for
      Hedge Parties.
      The
      Administrative Agent and the Lenders agree that upon execution and delivery
      of a
      Hedging Agreement by a Hedge Party, such Hedge Party shall possess a
pari
      passu
      Lien in the
      collateral provided in the Security Documents and the cash proceeds therefrom
      as
      security for the obligations of the Borrowers under such Hedging
      Agreement.

     

    (f)  Substitution
      of
      Collateral.
      The Borrowers
      shall have the right, subject to the consent of the Administrative Agent, such
      consent not to be unreasonably withheld, to substitute Oil and Gas Properties
      of
      EPPG for Oil and Gas Properties subject to a Mortgage, or, pending delivery
      of
      the Mortgage on such Properties, to substitute Cash Collateral for such
      Properties, provided that:

     

    (i)  The
      Borrower’s
      Representative provides notice of substitution to the Administrative Agent
      fifteen (15) days prior to the proposed substitution date;

     

    (ii)  Neither
      an Event of
      Default nor a Borrowing Base Deficiency exists on the proposed substitution
      date;

     

    (iii)  The
      Oil and Gas
      Properties proposed to be substituted for the Oil and Gas Properties subject
      to
      a Mortgage are of a type and nature similar to the Oil and Gas Properties
      subject to a Mortgage;

     

    (iv)  The
      substitution of
      the Oil and Gas Properties will not result in a decrease in the Borrowing Base
      as determined by the Administrative Agent in its sole discretion; 

     

    (v)  The
      substitution of
      the Oil and Gas Properties will not result in the Collateral Coverage Ratio
      being less than 1.5 to 1; and

     

    (vi)  EPPG
      provides the
      supplemental or additional Security Documents referred to in Section 4.10(b)
      hereof.

     

    If
      the Oil and Gas
      Properties being substituted have a value in excess of 10% of the PV-10 Value
      of
      the Borrowing Base Properties at such time, the Borrowing Base shall be
      redetermined prior to the date of such substitution in accordance with the
      procedures set forth in subsection 4.9 which would have applied had a Borrower
      Redetermination Notice or a Lender Redetermination Notice been
      delivered.

     

    (g)  If
      the conditions
      set forth in Section 4.16(f) have been satisfied, then upon request by EPC,
      the
      Administrative Agent will release its lien on any Borrowing Base Property being
      exchanged for other Borrowing Base Property pursuant to
      Section 4.16(f).

     

    4.17.  Replacement
      of
      Lenders.
      If (i) any Lender
      requests compensation under Section 4.12, or (ii) if any Borrower is required
      to
      pay any additional amount to any Lender or any Governmental Authority for the
      account of any Lender pursuant to Section 4.13, or (iii) if any Lender defaults
      in its obligation to fund Loans hereunder or (iv) any Lender refuses to grant
      its approval with respect to any matter requiring the approval of all Lenders
      and such matter shall have been approved by Lenders having Commitments in excess
      of 66-2/3% of the aggregate Commitments, then the Borrowers’ Representative may,
      at its sole expense and effort, upon notice to such Lender and the
      Administrative Agent, require such Lender to assign and delegate, without
      recourse (in accordance with and subject to the restrictions contained in
      Section 11.6), all its interests, rights and obligations under this Agreement
      to
      an assignee identified by the Borrowers’ Representative that shall assume such
      obligations (which assignee may be another Lender, if a Lender accepts such
      assignment); provided that (1) the Borrowers’ Representative shall have received
      the prior written consent of the Administrative Agent, which consent shall
      not
      unreasonably be withheld, (2) such Lender shall have received payment of an
      amount equal to the outstanding principal of its Loans, accrued interest
      thereon, accrued fees and all other amounts payable to it hereunder, from the
      assignee (to the extent of such outstanding principal and accrued interest
      and
      fees) or the Borrowers (in the case of all other amounts) and (3) in the case
      of
      any such assignment resulting from a claim for compensation under Section 4.12
      or payments required to be made pursuant to Section 4.13, such assignment will
      result in a reduction in such compensation or payments. A Lender shall not
      be
      required to make any such assignment and delegation if, prior thereto, as a
      result of a waiver by such Lender or otherwise, the circumstances entitling
      the
      Borrowers’ Representative to require such assignment and delegation cease to
      apply.

     

    SECTION
      5

    REPRESENTATIONS
      AND WARRANTIES

     

    EPC
      and EPPG, in
      each case with respect to itself and its Subsidiaries, represents and warrants
      to the Administrative Agent, each Issuing Lender and each Lender
      that:

     

    5.1.  Organization;
      Powers.
      EPC is a Business
      Entity duly formed, validly existing and in good standing under the laws of
      the
      State of Delaware. EPPG is duly organized or formed, validly existing and,
      if
      applicable, in good standing in the jurisdiction of its organization or
      formation. Each Borrower 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.

     

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

     

    5.3.  Governmental
      Approvals; No Conflicts.
      No authorization
      or approval or other action by, and no notice to or filing with, any
      Governmental Authority is required for the due execution, delivery and
      performance by either Borrower of any Loan Document to which it is a party,
      except those necessary to comply with laws, rules, regulations and orders
      required in the ordinary course to comply with ongoing obligations of such
      Borrower under Sections 7.3, 4.16 and 7.7, as applicable.

     

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

     

    5.5.  Financial
      Condition.

     

    (a)  The
      consolidated
      balance sheet of EPC and its consolidated Subsidiaries as at December 31, 2004,
      and the related consolidated statements of income and cash flows of EPC and
      its
      consolidated Subsidiaries for the fiscal year then ended, reported on by
      PricewaterhouseCoopers LLP, independent public accountants, copies of which
      have
      been furnished to the Administrative Agent and the Lenders prior to the date
      hereof, present fairly, in all material respects, the consolidated financial
      condition of EPC and its consolidated Subsidiaries as at such date and the
      consolidated results of the operations of EPC and its consolidated Subsidiaries
      for the period ended on such date, all in accordance with GAAP consistently
      applied (except as approved by the chief financial officer of such entity and
      as
      disclosed therein), excluding for purposes of this representation the effect
      of
      any subsequent revisions or restatements thereto that may be required by the
      SEC
      with respect to (i) the accounting treatment relating to the negative revision
      in the proven reserves of crude oil and natural gas of EPC effected as of or
      prior to December 31, 2003 by an amount equal to approximately 1.83 trillion
      cubic feet equivalent and (ii) the manner in which EPC reported changes to
      the
      accounting for various hedging transactions and related ceiling test impairment
      charges.

     

    (b)  The
      consolidated
      balance sheets of EPC and its consolidated Subsidiaries as at March 31, 2005
      and
      June 30, 2005, and the related consolidated statements of income and cash flows
      of EPC and its consolidated Subsidiaries for the fiscal periods then ended,
      copies of which have been furnished to the Administrative Agent on or prior
      to
      the date hereof, present fairly, in all material respects, the consolidated
      financial condition of EPC and its consolidated Subsidiaries as at such dates
      and the consolidated results of the operations of EPC and its consolidated
      Subsidiaries for the periods ended on such dates, all in accordance with GAAP
      consistently applied (except as approved by the chief financial officer of
      such
      entity and as disclosed therein), subject in the case of such unaudited
      statements to normal year-end audit adjustments, excluding for purposes of
      this
      representation the effect of any subsequent revisions or restatements thereto
      that may be required by the SEC with respect to (i) the accounting treatment
      relating to the negative revision in the proven reserves of crude oil and
      natural gas of EPC effected as of or prior to December 31, 2003 by an amount
      equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner
      in which EPC reported changes to the accounting for various hedging transactions
      and related ceiling test impairment charges.

     

    (c)  Except
      as permitted
      under Sections 8.2 and Section 8.4, EPPG does not have any Debt outstanding
      other than Debt owing to the Lenders or to EPC or any of its
      Subsidiaries.

     

    (d)  Except
      as set forth
      in Schedule 5.5, as of the Effective Date, since December 31, 2004, there has
      been no Material Adverse Effect.

     

    5.6.  Compliance
      with
      Laws and Agreements.
      Each of EPC and
      its Subsidiaries is in compliance with all laws, rules, regulations and orders
      of any Governmental Authority applicable to it or its property except where
      the
      failure to comply, individually or in the aggregate, would not, in the
      reasonable judgment of EPC, be expected to result in a Material Adverse Effect,
      provided that the alleged failures to comply with such laws, rules, regulations,
      and orders that are disclosed in the annual report on Form 10-K for the year
      ended December 31, 2004, or in any quarterly report on Form 10-Q or current
      report on Form 8-K filed by EPC with the SEC after December 31, 2004 and prior
      to the date hereof shall not be deemed at any time by the parties to the Loan
      Documents to be expected to have a Material Adverse Effect for any purposes
      hereof.

     

    5.7.  Litigation.
      There is no
      action, suit or proceeding pending, or to the knowledge of either Borrower
      threatened, against or involving either Borrower in any court, or before any
      arbitrator of any kind, or before or by any Governmental Authority, existing
      as
      of the Effective Date (x) that in the reasonable judgment of EPC (taking into
      account the availability of appeals) could reasonably be expected to have a
      Material Adverse Effect, except for the proceedings described in EPC’s annual
      report on Form 10-K for the year ended December 31, 2004 as filed with the
      SEC
      and Form 10-Qs and Form 8-Ks filed after December 31, 2004 (the “Disclosed
      Proceedings”)
      or (y) which
      purports to affect the legality, validity, binding effect or enforceability
      of
      the Loan Documents. Since the date of filing of the quarterly report on Form
      10-Q for the period ended June 30, 2005, there has been no adverse change in
      the
      status of the Disclosed Proceedings that, taking into account the availability
      of any appeals, could reasonably be expected to increase materially the
      likelihood of a Material Adverse Effect resulting therefrom.

     

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

     

    5.9.  Properties.
      Each Borrower has
      good title to its respective properties and assets, free and clear of all
      mortgages, liens and encumbrances, except for (a) Liens created by the Loan
      Documents and (b) other mortgages, liens and other encumbrances (including
      covenants, restrictions, rights, easements and minor irregularities in title)
      that do not materially interfere with the business or operations of such
      Borrower as presently conducted or that are permitted by Section 8.3, and except
      that no representation or warranty is being made with respect to Margin
      Stock.

     

    5.10.  ERISA.

     

    (a)  No
      Termination
      Event has occurred or is reasonably expected to occur with respect to any Plan
      which, with the giving of notice or lapse of time, or both, would constitute
      an
      Event of Default under paragraph (g) of Section 9.

     

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

     

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

     

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

     

    (e)  Neither
      EPC nor any
      ERISA Affiliate has received any notification that any Multiemployer Plan is
      in
      reorganization, insolvent or has been terminated, within the meaning of Title
      IV
      of ERISA, and no Multiemployer Plan is reasonably expected to be in
      reorganization, to be insolvent or to be terminated within the meaning of Title
      IV of ERISA the effect of which reorganization, insolvency or termination would
      be the occurrence of an Event of Default under paragraph (g) of Section
      9.

     

    5.11.  Investment
      Company Act; Public Utility Holding Company Act.
      Neither Borrower
      is (a) an “investment company” or a “company” controlled by an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended,
      or (b) a “holding company” or a “subsidiary company” of a “holding company”
within the meaning of the Public Utility Holding Company Act of 1935, as
      amended.

     

    5.12.  Federal
      Reserve
      Regulations.
      The Loans made to
      either Borrower under this Agreement and the Notes and the application of the
      proceeds thereof as provided herein will not violate Regulation T, U or X of
      the
      Board of Governors.

     

    5.13.  Solvency.
      Immediately after
      the consummation of the transactions contemplated by this Agreement and after
      giving effect to the application of the proceeds of each Loan made (or deemed
      made) and each Letter of Credit issued (or deemed issued) on the Effective
      Date,
      (a) the fair value of the assets of each Borrower, at a fair valuation, will
      exceed its debts and liabilities, subordinated, contingent or otherwise; (b)
      the
      present fair saleable value of the property of each Borrower will exceed the
      amount that will be required to pay the probable liability of its debts and
      other liabilities, subordinated, contingent or otherwise, as such debts and
      other liabilities become absolute and matured; (c) each Borrower will be able
      to
      pay its debts and liabilities, subordinated, contingent or otherwise, as such
      debts and liabilities become absolute and matured; and (d) neither Borrower
      will
      have unreasonably small capital with which to conduct the business in which
      it
      is engaged as such business is now conducted and proposed to be conducted after
      the Effective Date.

     

    5.14.  Environmental
      Matters.
      Except for the
      matters set forth on Schedule 5.14 and other matters that, in the aggregate,
      could not reasonably be expected to result in a Material Adverse Effect, neither
      Borrower (a) has failed to comply with any Environmental Law or to obtain,
      maintain or comply with any permit, license or other approval required under
      any
      Environmental Law, (b) is subject to any Environmental Liability, (c) has
      received notice of any claim with respect to any Environmental Liability or
      (d)
      knows of any basis for any Environmental Liability.

     

    5.15.  Insurance.
      EPC has adequate
      insurance for itself and its Subsidiaries and their properties from financially
      sound and reputable insurance companies that are not affiliates of EPC in such
      amounts and covering such risks (with such types and amounts of retained risk)
      as are customarily carried by companies engaged in similar businesses and owning
      similar properties in localities where EPC and its Subsidiaries
      operate.

     

    5.16.  Disclosures.

     

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

     

    (b)  All
      written
      information, reports, exhibits and schedules furnished to the Administrative
      Agent or any Lender by or on behalf of EPPG in connection with the Reserve
      Reports or included therein or delivered pursuant thereto, when taken as a
      whole, did not contain, and as they may be amended, supplemented or modified
      from time to time, will not contain, as of the date such statements were made,
      any untrue statements of a material fact and as of such date did not omit,
      and
      as they may be amended, supplemented or modified from time to time, will not
      omit, to state as of the date such statements were made, any material fact
      necessary in order to make the statements contained therein, in the light of
      the
      circumstances under which they were, are or will be made, not materially
      misleading.

     

    (c)  The
      leases
      contributing to EPPG’s interests in those wells listed on Schedule 5.16(c)
      hereto (which wells are further identified in the Reserve Report dated as of
      June 30, 2005) are described on Exhibit “A” to one or more of the instruments
      constituting or otherwise covered by the Mortgages. Further, those title
      materials referenced on Schedule 5.16(c) as relating to any particular well
      listed thereon relate to such well.

     

    5.17.  Ownership
      of
      Property; Liens.
      EPPG has good and
      defensible title to all of its Oil and Gas Properties which are not personal
      property and good title to all such Oil and Gas Properties which are personal
      property and material to the Borrowers taken as a whole, except for (i) such
      imperfections of title as do not in the aggregate materially detract from the
      value thereof to, or the use thereof in, the business of the Borrowers, or,
      in
      the case of Oil and Gas Properties which are not Borrowing Base Properties,
      such
      imperfections do not have a Material Adverse Effect on such Borrower, (ii)
      Oil
      and Gas Properties and interests therein disposed of since the date of the
      most
      recent Reserve Report as permitted by subsection 8.6 hereof, and (iii) Permitted
      Liens. EPPG is entitled to receive a decimal share of all Hydrocarbons produced
      from, or allocated to, each Borrowing Base Property equal to not less than
      the
      net revenue interest set forth in the most recent Reserve Report with respect
      to
      such Borrowing Base Property. There are no “back-in” or “reversionary” interests
      held by third parties which could materially reduce the interest of EPPG in
      such
      Borrowing Base Properties except as expressly set forth in such Reserve Report.
      The ownership of the Borrowing Base Properties by EPPG shall not in any material
      respect obligate it to bear the costs and expenses relating to the maintenance,
      development or operations of each such Borrowing Base Property in an amount
      in
      excess of the working interest of such Borrower in each Borrowing Base Property
      set forth in the most recent Reserve Report unless there is a corresponding
      increase in net revenue interest.

     

    5.18.  Purpose
      of
      Loans.
      The proceeds of
      the Loans and the Letters of Credit will be used for (a) working capital
      and for the general corporate purposes of the Borrowers, (b) the conduct by
      Borrowers of their Oil and Gas Business, including (without limiting the
      generality of the foregoing) the exploration, exploitation, development and
      acquisition of Oil and Gas Properties, and (c)  the payment of transaction
      expenses.

     

    5.19.  Future
      Commitments.
      As of the Closing
      Date, except as set forth on Schedule 5.19, on a net basis there are no
      material gas imbalances, material take-or-pay or other prepayments with respect
      to the Oil and Gas Properties of EPPG (or, in the case of Oil and Gas Properties
      operated by operators other than EPPG, to the Borrowers’ knowledge after
      reasonable investigation) which would require EPPG to deliver Hydrocarbons
      produced from Oil and Gas Properties at some future time without then or
      thereafter receiving full payment therefor.

     

    5.20.  Security
      Documents.

     

    (a)  The
      provisions of
      the Mortgages will be effective to grant to the Administrative Agent, for the
      ratable benefit of the Secured Parties, legal, valid and enforceable mortgage
      liens on all of the right, title and interest of EPPG in the Borrowing Base
      Property described therein. When such Mortgages have been recorded in the
      appropriate recording office they will constitute perfected first liens on,
      and
      security interest in, such property, subject only to Permitted
      Liens.

     

    (b)  The
      provisions of
      the Mortgages will be effective to create in favor of the Administrative Agent,
      for the ratable benefit of the Secured Parties, a legal, valid and enforceable
      security interest in the personal property collateral described therein and
      proceeds thereof and, upon the filing of UCC-1 Financing Statements with the
      secretary of state of the jurisdiction of formation of EPPG, the Mortgages
      shall
      constitute a fully perfected first priority lien on, and security interest
      in,
      all right, title and interest of EPPG in such collateral and the proceeds
      thereof, in each case prior and superior in right to any other Person, subject
      only to Permitted Liens.

     

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

     

    SECTION
      6

    CONDITIONS
      PRECEDENT

     

    6.1.  Conditions
      to
      Closing Date.
      The Closing Date
      shall occur upon, and the obligations of the Lenders to make Extensions of
      Credit hereunder shall be subject to, the satisfaction of the following
      conditions precedent: 

     

    (a)  Loan
      Documents.
      The
      Administrative Agent shall have received (with the number of original
      counterparts requested by the Administrative Agent) (i) this Agreement, executed
      and delivered by a Responsible Officer of the Borrowers, and (ii) a Note payable
      to the order of each Lender requesting a Note in the amount of its
      Commitment.

     

    (b)  Security
      Documents.
      The
      Administrative Agent shall have received (with the number of original
      counterparts requested by the Administrative Agent) (i) Mortgages, executed
      and
      delivered by EPPG, covering the Borrowing Base Properties, together with the
      title work referred to in Section 4.16(d) above, and (ii) acknowledgment copies
      or other evidence of the proper filing of financing statements (Form UCC-1)
      under the Uniform Commercial Code of all jurisdictions to the extent necessary
      or desirable or required, in the reasonable judgment of the Administrative
      Agent, to perfect the security interests created or purported to be created
      by
      the Mortgages.

     

    (c)  Closing
      Certificate.
      The
      Administrative Agent shall have received (with the number of original
      counterparts requested by the Administrative Agent), a certificate of the
      Borrowers, dated the Closing Date, substantially in the form of Exhibit B,
      with
      appropriate insertions and attachments, satisfactory in form and substance
      to
      the Administrative Agent, executed by a Responsible Officer of the
      Borrowers.

     

    (d)  Authorization
      Proceedings of the Borrowers.
      The
      Administrative Agent shall have received (with the number of original
      counterparts requested by the Administrative Agent), a copy of the resolutions
      and consents, in form and substance satisfactory to the Administrative Agent,
      of
      the Board of Directors of EPC and the general partner of EPPG authorizing (i)
      the execution, delivery and performance of this Agreement and the Loan Documents
      to which it is a party, (ii) the borrowings contemplated hereunder and (iii)
      in
      the case of EPPG, the granting by it of the Liens created pursuant to the Loan
      Documents, certified by the Secretary or an Assistant Secretary of such Person
      as of the Closing Date, which certificate shall be in form and substance
      reasonably satisfactory to the Administrative Agent and shall state that the
      resolutions or consents thereby certified have not been amended, modified,
      revoked or rescinded.

     

    (e)  Borrower
      Incumbency Certificates.
      The
      Administrative Agent shall have received (with the number of original
      counterparts requested by the Administrative Agent), a certificate of EPC and
      the general partner of EPPG, dated the Closing Date, as to the incumbency and
      signature of the officers of such Person executing any Loan Document reasonably
      satisfactory in form and substance to the Administrative Agent, executed by
      the
      President or any Vice President and the Secretary or any Assistant Secretary
      of
      such Person.

     

    (f)  Organization
      Documents.
      The
      Administrative Agent shall have received (with the number of original
      counterparts requested by the Administrative Agent), true and complete copies
      of
      the certificate of incorporation and by-laws or agreement of limited
      partnership, as applicable, of each Borrower, certified as of the Closing Date
      as complete and correct copies thereof by the Secretary or an Assistant
      Secretary of EPC and the general partner of EPPG, as applicable. The
      Administrative Agent shall have received certificates from the appropriate
      Governmental Authority certifying as to the good standing, existence and
      authority of each of the Borrowers in all jurisdictions where required by the
      Administrative Agent.

     

    (g)  Legal
      Opinions.
      The
      Administrative Agent shall have received the executed legal opinion of Andrews
      Kurth LLP, counsel to the Borrowers, in form and substance reasonably acceptable
      to the Administrative Agent. 

     

    (h)  Consents,
      Licenses and Approvals.
      All governmental
      and third party approvals (including consents) necessary or, in the discretion
      of the Administrative Agent, advisable in connection with continuing operations
      of the Borrowers and the execution, delivery and performance of the Loan
      Documents shall have been obtained and be in full force and effect, and all
      applicable waiting periods shall have expired without any action being taken
      or
      threatened by any competent authority which would restrain, prevent or otherwise
      impose adverse conditions on this Agreement and the other Loan Documents and
      the
      transactions contemplated hereby and thereby. The Administrative Agent shall
      have received, with a counterpart for each Lender, a certificate of the
      Borrowers as to the foregoing.

     

    (i)  Due
      Diligence.
      The
      Administrative Agent and the Lenders shall have completed satisfactory due
      diligence review of the assets, liabilities, business, operations and condition
      (financial or otherwise) of the Borrowers, including, but not limited, to a
      review of EPPG’s Oil and Gas Properties, and all legal, financial, accounting,
      governmental, environmental, tax and regulatory matters, and fiduciary aspects
      of the proposed financing.

     

    (j)  Legal
      Structure
      and Capitalization.
      The
      Administrative Agent and the Lenders shall be satisfied with the organization,
      corporate and legal structure and capitalization of the Borrowers.

     

    (k)  Financial
      Statements.
      The
      Administrative Agent and the Lenders shall have received true and correct copies
      of the financial statements referred to in Section 5.1(a).

     

    (l)  Fees.
      The
      Administrative Agent and the Lenders shall have received all fees and expenses
      required to be paid on or before the Closing Date pursuant to the Fee Letter
      and
      other arrangements and for which invoices have been presented.

     

    (m)  Representations
      and Warranties.
      Each of the
      representations and warranties made by each Borrower in or pursuant to the
      Loan
      Documents shall be true and correct on and as of such date as if made on and
      as
      of such date (unless such representations and warranties are stated to relate
      to
      a specific earlier date, in which case such representations and warranties
      shall
      be true and correct as of such earlier date).

     

    (n)  No
      Default.
      No Default or
      Event of Default shall have occurred and be continuing on such
      date.

     

    (o)  No
      Material
      Adverse Effect.
      No event or
      events which, individually or in the aggregate, has had or is reasonably likely
      to have a Material Adverse Effect shall have occurred since December 31,
      2004.

     

    (p)  Insurance
      Certificates.
      Certificate(s) of
      insurance naming the Administrative Agent as loss payee to the extent of the
      Borrowing Base Properties or additional insured evidencing insurance which
      meets
      the requirements of this Agreement and the Security Documents and which is
      in
      amount, form and substance and from an issuer satisfactory to the Administrative
      Agent.

     

    (q)  Lien
      Searches.
      Results of lien,
      tax and judgment searches of the UCC Records of the Secretary of State and
      applicable counties of the States of Delaware and Texas from a source acceptable
      to the Administrative Agent and reflecting no Liens against any of the Borrowing
      Base Properties as to which perfection of a Lien is accomplished by the filing
      of a financing statement other than in favor of the Administrative Agent, other
      than Permitted Liens. 

     

    (r)  Additional
      Matters.
      All corporate and
      other proceedings, and all documents, instruments and other legal matters in
      connection with the transactions contemplated by this Agreement and the other
      Loan Documents shall be reasonably satisfactory in form and substance to the
      Administrative Agent, and the Administrative Agent shall have received such
      other documents and legal opinions in respect of any aspect or consequence
      of
      the transactions contemplated hereby or thereby as it shall reasonably
      request.

     

    6.2.  Conditions
      to
      Each Extension of Credit.
      The agreement of
      each Lender to make any Extension of Credit requested to be made by it on any
      date (including, without limitation, its initial Loans) is subject to the
      satisfaction of the following conditions precedent:

     

    (a)  Representations
      and Warranties.
      Each of the
      representations and warranties made by each Borrower in or pursuant to the
      Loan
      Documents shall be true and correct on and as of such date as if made on and
      as
      of such date (unless such representations and warranties are stated to relate
      to
      a specific earlier date, in which case such representations and warranties
      shall
      be true and correct as of such earlier date).

     

    (b)  No
      Default.
      No Default or
      Event of Default shall have occurred and be continuing on such date or after
      giving effect to the Extensions of Credit requested to be made on such
      date.

     

    (c)  Maintenance
      of
      Borrowing Base.
      After giving
      effect to the Extensions of Credit requested to be made on any date, the
      Aggregate Credit Exposure of the Lenders shall not exceed the Borrowing Base
      then in effect.

     

    (d)  Maintenance
      of
      Collateral Coverage Ratio.
      The Collateral
      Coverage Ratio shall be at least 1.5 to 1.0.

     

    (e)  Material
      Adverse
      Effect.
      No event or
      events which, individually or in the aggregate, has had or is reasonably likely
      to have a Material Adverse Effect shall have occurred and is continuing since
      the date of the previous Extension of Credit. 

     

    Each
      request for a
      Loan by, and Letter of Credit issued on behalf of, the Borrowers hereunder
      shall
      constitute a representation and warranty by the Borrowers as of the date thereof
      that the conditions contained in (a), (b), (c), (d) and (e) of this subsection
      have been satisfied. 

     

    6.3.  Determinations
      Under Section 6.
      For purposes of
      determining compliance with the conditions specified in Section 6.1, each Lender
      shall be deemed to have consented to, approved or accepted or to be satisfied
      with each document or other matter required thereunder to be consented to or
      approved by or acceptable or satisfactory to the Lenders if such Lender has
      executed and delivered its signature page to this Agreement to the
      Administrative Agent.

     

    SECTION
      7

    AFFIRMATIVE
      COVENANTS

     

    Each
      Borrower
      hereby agrees that, so long as the Commitments remain in effect, any Loan,
      or
      Letter of Credit or Note remains outstanding and unpaid or any amount is owing
      to any Lender or the Administrative Agent hereunder or under any other Loan
      Document, such Borrower shall:

     

    7.1.  Financial
      Statements.

     

    (a)  Furnish
      to the
      Administrative Agent and to each of the Lenders:

     

    (i)  as
      soon as
      available, but in any event within one hundred twenty (120) days after the
      end
      of each fiscal year of EPC, a copy of EPC’s Form 10-K, as
      filed;

     

    (ii)  as
      soon as
      available, but in any event not later than sixty (60) days after the end of
      each
      of the first three quarterly fiscal periods of each fiscal year of EPC, a copy
      of EPC’s Form 10-Q, as filed;

     

    all
      financial
      statements in such reports shall be complete and correct in all material
      respects and shall be prepared in accordance with GAAP applied consistently
      throughout the periods reflected therein and with prior periods (except for
      such
      changes in GAAP as approved by the Independent Auditors or a Responsible
      Officer, as the case may be, and disclosed therein).

     

    (b)  For
      so long as CGP
      is required to file periodic reports with the SEC, furnish to the Administrative
      Agent and to each of the Lenders:

     

    (i)  as
      soon as
      available, but in any event within one hundred twenty (120) days after the
      end
      of each fiscal year of CGP, a copy of CGP’s Form 10-K, as
      filed;

     

    (ii)  as
      soon as
      available, but in any event not later than sixty (60) days after the end of
      each
      of the first three quarterly fiscal periods of each fiscal year of CGP, a copy
      of CGP’s Form 10-Q, as filed;

     

    all
      financial
      statements in such reports shall be complete and correct in all material
      respects and shall be prepared in accordance with GAAP applied consistently
      throughout the periods reflected therein and with prior periods (except for
      such
      changes in GAAP as approved by the Independent Auditors or a Responsible
      Officer, as the case may be, and disclosed therein).

     

    (c)  The
      electronic
      posting of any financial reports, notices or other items required to be
      furnished pursuant to Sections 7.1 or 7.2 on a website
      (www.elpaso.com)
      established
      by EPC
      and accessible by the Lenders shall constitute delivery for all purposes of
      Sections 7.1 or 7.2 provided that EPC shall provide each Lender with notice
      that a financial report has been posted on such website.

     

    7.2.  Certificates;
      Other Information.
      Furnish to each
      Lender in such reasonable quantities as shall from time to time be requested
      by
      such Lender:

     

    (a)  within
      120 days
      after the close of each fiscal year of EPC, a certificate of a Financial Officer
      stating (i) whether or not he has knowledge of the occurrence of any Event
      of
      Default that is continuing hereunder or of any event not theretofore remedied
      that with notice or lapse of time or both would constitute such an Event of
      Default and, if so, stating in reasonable detail the facts with respect thereto,
      and (ii) all relevant facts in reasonable detail to evidence, and the
      computations as to, whether or not EPC is in compliance with the requirements
      set forth in Section 8.1;

     

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

     

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

     

    (d)  within
      three
      Business Days after a Financial Officer obtains knowledge thereof (i) notice
      of
      the occurrence of any Default that is continuing, together with a detailed
      statement by a Responsible Officer of EPC of the steps being taken by EPC or
      the
      appropriate Subsidiary of EPC to cure the effect of such event, and (ii) notice
      of the occurrence of any event that could reasonably be expected to result
      in a
      Material Adverse Effect;

     

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

     

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

     

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

     

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

     

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

     

    (j)  together
      with any
      Reserve Report delivered pursuant to Section 4.9(b), (i) a schedule identifying
      as of June 30 or December 31, as applicable, each Hedging Agreement relating
      to
      commodity prices as to which the Borrowers are bound, and setting forth the
      names of the parties thereto and of any guarantees thereof, and (ii) a schedule
      demonstrating that the Collateral Coverage Ratio is at least 1.5 to 1.0, such
      schedule to set forth the location and filing information of the recorded
      Mortgages and the PV-10 Value of the Borrowing Base Properties.

     

    7.3.  Conduct
      of
      Business and Maintenance of Existence; Compliance with Law and Contractual
      Obligations.
      Continue to
      engage in business of the same general type as now conducted by it and preserve,
      renew and keep in full force and effect its corporate or partnership existence,
      as applicable; take all reasonable action to maintain all rights, privileges
      and
      franchises necessary or desirable in the normal conduct of its business, except
      as otherwise permitted by subsection 8.5 and comply with all Contractual
      Obligations and Requirements of Law, in each case except to the extent that
      failure to comply therewith could not reasonably be expected to have, in the
      aggregate, a Material Adverse Effect.

     

    7.4.  Maintenance
      of
      Properties; Insurance.
      In the case of
      EPPG, maintain all Properties useful and necessary in its business in accordance
      with past practices and customary industry norms, (x) ordinary wear and tear
      and
      (y) casualty events which could not reasonably be expected to have a Material
      Adverse Effect excepted; maintain or cause to maintain with financially sound
      and reputable insurance companies (or through self-insurance), property damage
      and liability insurance of such types, in such amounts and against such risks
      as
      is customary to be maintained by companies engaged in the same or a similar
      business in the same general area; and furnish to the Administrative Agent,
      upon
      written request, full information as to the insurance carried.

     

    7.5.  Inspection
      of
      Property; Books and Records; Discussions.
      Keep proper books
      of records and account in which full, true and correct entries in conformity
      with GAAP and all Requirements of Law shall be made of all dealings and
      transactions in relation to its business and activities; and permit
      representatives of any Lender to visit and inspect any Borrowing Base Properties
      operated by EPPG (provided the Lender’s representatives shall comply with all
      safety procedures and precautions required by EPPG while on any of its Oil
      and
      Gas Properties), and examine and make abstracts from any of its books and
      records at any reasonable time and as often as may reasonably be requested
      through the Administrative Agent and to discuss the business, operations,
      properties and financial and other condition of the Borrowers with officers
      of
      the Borrowers and with their Independent Auditors, in the presence of a
      Responsible Officer of the Borrowers.

     

    7.6.  Environmental
      Laws.

     

    (a)  Except
      as set forth
      in Schedule 5.14 or as, individually or in the aggregate, could not reasonably
      be expected to have a Material Adverse Effect, cause EPPG to (i) comply
      with all Environmental Laws, and obtain, comply with and maintain any and all
      Environmental Permits necessary for its operations as conducted and as planned;
      and (ii) take all reasonable efforts to ensure that all of its tenants,
      subtenants, contractors, subcontractors, and invitees comply with all
      Environmental Laws, and obtain, comply with and maintain any and all
      Environmental Permits, applicable to any of them.

     

    (b)  Except
      as set forth
      in Schedule 5.14 or to the extent that the failure to comply could not
      reasonably be expected to give rise to a Material Adverse Effect, cause EPPG
      to
      comply with all orders and directives of all Governmental Authorities regarding
      Environmental Laws, other than such orders and directives as to which an appeal
      or other appropriate action to contest such order or directive has been timely
      and properly taken in good faith.

     

    (c)  Prior
      to acquiring
      any ownership or leasehold interest in real property or other interest in any
      real property that could give rise to EPPG being subject to potential
      significant liability under or violations of any Environmental Law, which
      potential liabilities or violations, if incurred, could reasonably be expected
      to have a Material Adverse Effect: (i) notify the Administrative Agent; and
      (ii) if requested by the Administrative Agent, provide to the Administrative
      Agent a written report by an environmental consultant reasonably acceptable
      to
      the Administrative Agent assessing the presence or potential presence of
      significant levels of any Materials of Environmental Concern on, under, in,
      or
      about the property, or of other conditions that could give rise to potentially
      significant liability or violations of any Environmental Law.

     

    7.7.  Additional
      Collateral.
      If, subsequent to
      the Closing Date, EPPG acquires any Properties that are proposed to be Borrowing
      Base Properties, it shall promptly execute and deliver to the Administrative
      Agent Mortgages or amendments to Mortgages presently in force granting security
      interests and Liens to the Administrative Agent, for the ratable benefit of
      the
      Secured Parties, in such Properties.

     

    7.8.  Maintenance
      and
      Operation of Properties.
      In the case of
      EPPG, except to the extent that the failure to comply could not reasonably
      be
      expected to have a Material Adverse Effect and consistent with the standards
      of
      a reasonably prudent operator under the same circumstances:

     

    (a)  Maintain,
      develop,
      and operate the Oil and Gas Properties that are operated by EPPG in a good
      and
      workmanlike manner, and observe and comply with all of the terms and provisions,
      express or implied, of all oil and gas leases relating to such Properties so
      long as the oil and gas leases are capable of producing Hydrocarbons in
      quantities and at prices providing for continued efficient and profitable
      operation of business;

     

    (b)  Comply
      in all
      material respects with all contracts and agreements applicable to or relating
      to
      Oil and Gas Properties of EPPG or the production and sale of Hydrocarbons
      therefrom;

     

    (c)  At
      all times,
      maintain, preserve, and keep all operating equipment used with respect to the
      Oil and Gas Properties that are operated by EPPG in proper repair, working
      order
      and condition, and make all necessary or appropriate repairs, renewals,
      replacements, additions and improvements thereto so that the efficiency of
      the
      operating equipment shall at all times be properly preserved and maintained,
      provided that no item of operating equipment need be so repaired, renewed,
      replaced, added to or improved, if EPPG shall in good faith determine that
      the
      action is not necessary for such Person’s continued efficient and profitable
      operation of business.

     

    (d)  With
      respect to Oil
      and Gas Properties which are operated by operators other than EPPG, seek to
      enforce the operators’ contractual obligations to maintain, develop, and operate
      such Properties subject to the applicable operating agreements to the extent
      it
      is commercially reasonable to do so.

     

    (e)  If
      and when any of
      the wells located on the Oil and Gas Properties of EPPG ceases producing
      Hydrocarbons in paying quantities and is of no further use and EPPG is required
      to do so under any agreement or law, EPPG will plug and abandon, or cause to
      be
      plugged and abandoned, any and all such wells in accordance in all material
      respects with applicable local, state and/or federal laws and regulations then
      in force and regulating the plugging of Hydrocarbon wells.

     

    7.9.  Collateral
      Coverage.
      At all times the
      Borrowers will maintain a Collateral Coverage Ratio of at least 1.5 to 1.0.
      Failure to maintain a Collateral Coverage Ratio of at least 1.5 to 1.0 shall
      not
      be considered a Default or an Event of Default provided the Borrowers comply
      with Section 4.10(c) on a timely basis.

     

    7.10.  Further
      Assurances.
      Upon the request
      of the Administrative Agent, promptly perform or cause to be performed any
      and
      all acts and execute or cause to be executed any and all documents (including,
      without limitation, financing statements and continuation statements) for filing
      under the provisions of the Uniform Commercial Code or any other Requirement
      of
      Law which are necessary or advisable to maintain in favor of the Administrative
      Agent, for the benefit of the Lenders, Liens on the Oil and Gas Properties
      subject to the Mortgages that are duly perfected in accordance with all
      applicable Requirements of Law.

     

    SECTION
      8

    NEGATIVE
      COVENANTS

     

    Each
      Borrower
      hereby agrees that, so long as the Commitments remain in effect, any Loan,
      Letter of Credit or any Note remains outstanding and unpaid or any amount is
      owing to any Lender or the Administrative Agent hereunder or under any other
      Loan Document, such Borrower shall not:

     

    8.1.  Financial
      Covenants.

     

    (a)  Leverage
      Ratio.
      EPC shall not
      permit the ratio of (i) the sum of (A) the aggregate amount of consolidated
      Debt
      of EPC and its consolidated Subsidiaries, plus (B) the aggregate amount of
      consolidated Guaranties of EPC and its consolidated Subsidiaries, plus
      (C) the outstanding principal (or equivalent) amount of financing extended
      to EPC and its consolidated Subsidiaries pursuant to any Alternate Program,
      regardless of whether such financing gives rise to “Indebtedness” hereunder,
      minus (D) all unrestricted cash balances of EPC and its consolidated
      Subsidiaries (in each case, without duplication of amounts under this clause
      (i)
      and determined as to all of the foregoing entities on a consolidated basis)
      (it
      being understood that cash balances in the Qualified Investments Account or
      any
      Qualified Investments Subaccount are not restricted for purposes of this clause
      (D), minus (E) all restricted cash balances of EPC and its consolidated
      Subsidiaries securing or otherwise supporting the payment of Debt or Guaranties
      of EPC and its consolidated Subsidiaries included in (A) above to (ii)
      Consolidated EBITDA of EPC and its consolidated Subsidiaries for the then most
      recently ended period of four fiscal quarters to exceed 6.25 to 1.0 at any
      time
      on or after September 30, 2005.

     

    (b)  Fixed
      Charge
      Coverage Ratio.
      EPC shall not
      permit the ratio of (i) Consolidated EBITDA of EPC and its consolidated
      Subsidiaries for the then most recently ended period of four fiscal quarters
      to
      (ii) the sum of its consolidated interest expense plus its total dividends
      paid,
      in each case for the then most recently ended period of four fiscal quarters
      to
      be less than (x) 1.60:1 prior to March 31, 2006, and (y) 1.75:1 at any time
      thereafter.

     

    8.2.  Limitation
      on
Debt.
      Permit EPPG to
      create, incur, assume or suffer to exist any Debt, except:

     

    (a)  Debt
      of EPPG under
      any Loan Document;

     

    (b)  Debt
      outstanding on
      the date hereof and listed on Schedule 8.2 and any refinancings, refundings,
      renewals or extensions thereof on terms and conditions not more restrictive
      than
      the original Debt;

     

    (c)  Indebtedness
      of
      EPPG under Hedging Agreements entered into in the ordinary course of business
      of
      EPPG and not for speculative purposes;

     

    (d)  Debt
      of EPPG issued
      or owed to EPC or any of its Subsidiaries, provided that no Default, Event
      of
      Default, Borrowing Base Deficiency, or Collateral Value Deficiency exists on
      the
      date that such Debt is created;

     

    (e)  Obligations
      in
      respect of completion bonds, performance bonds, bid bonds, appeal bonds, surety
      bonds, insurance obligations or bonds and similar bonds and obligations incurred
      by any Borrower in the ordinary course of business and any guarantees or letters
      of credit functioning as or supporting any of the foregoing bonds or
      obligations;

     

    (f)  Subordinated
      Indebtedness that is issued on terms which are satisfactory to the
      Administrative Agent and the Required Lenders with respect to provisions
      regarding maturity, covenants, events of default and subordination language,
      provided that after giving effect to the issuance of such Subordinated
      Indebtedness, the Borrower is in compliance with the covenants contained in
      subsection 8.1 hereof;

     

    (g)  Guaranties
      permitted by subsection 8.4; and

     

    (h)  Debt
      incurred to
      finance the acquisition of equipment, provided that the amount of such
      Indebtedness does not exceed the purchase price of such equipment as
      applicable.

     

    8.3.  Limitation
      on
      Liens.
      Permit EPPG to
      create, incur, assume or suffer to exist any Lien upon any of its property,
      assets or revenues, whether now owned or hereafter acquired, except for the
      following (and each of the following are collectively referred to herein as
      “Permitted
      Liens”):


     

    (a)  Liens
      for taxes,
      assessments or other governmental charges or levies not yet due or which are
      being contested in good faith by appropriate proceedings, provided that adequate
      reserves with respect thereto are maintained on the books of EPPG, in conformity
      with GAAP;

     

    (b)  carriers’,
      warehousemen’s, mechanics’, materialmen’s, landlords’, repairmen’s or other like
      Liens arising in the ordinary course of business securing obligations which
      are
      not overdue for a period of more than 60 days or which are being contested
      in
      good faith by appropriate proceedings, which proceedings would have the effect
      of preventing the forfeiture or sale of the property or assets subject to any
      such Lien;

     

    (c)  pledges
      or deposits
      made in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security
      legislation;

     

    (d)  deposits
      and
      letters of credit made to secure the performance of bids, tenders, trade
      contracts (other than for borrowed money), leases, statutory obligations, surety
      and appeal bonds, performance and return-of-money bonds and other obligations
      of
      a like nature incurred in the ordinary course of business;

     

    (e)  easements,
      rights-of-way, servitudes, permits, reservations, exceptions, covenants and
      other restrictions as to the use of real property and other similar encumbrances
      incurred in the ordinary course of business which, with respect to all of the
      foregoing, do not secure the payment of Debt of the type described in clauses
      (a)-(d) of the definition thereof and which do not materially detract from
      the
      value of the Property subject thereto or materially interfere with the ordinary
      conduct of the business of EPPG;

     

    (f)  Liens
      in existence
      on the date hereof listed on Schedule 8.3, provided that no such Lien encumbers
      Borrowing Base Property and is amended after the date of this Agreement to
      cover
      any additional Property or to secure additional Debt and that the amount of
      Debt
      secured thereby is not increased;

     

    (g)  Liens
      created
      pursuant to the Security Documents and other Liens created after the date hereof
      and securing Debt hereunder or under any other Loan Document;

     

    (h)  Liens
      reserved in
      customary oil, gas and/or mineral leases for royalties, bonus or rental payments
      and for compliance with the terms of such leases and Liens reserved in customary
      operating agreements, farm-out and farm-in agreements, exploration agreements,
      development agreements and other similar agreements for compliance with the
      terms of such agreements, to the extent that (x) any such Lien referred to
      in
      this clause (h) does not materially impair the use or value of the property
      subject to such Lien for the purposes for which such property is held, and
      (y)
      in the case of customary operating agreements, farm-out and farm-in agreements,
      exploration agreements, development agreements and other similar agreements,
      the
      amount of any obligations secured thereby that are delinquent, that are not
      diligently contested in good faith and for which adequate reserves are not
      maintained by EPPG do not exceed, at any time outstanding, the amount owing
      by
      EPPG for ninety (90) days’ billed operating expenses or other expenditures
      attributable to such entity’s interest in the Property covered
      thereby;

     

    (i)  defects,
      irregularities and deficiencies in the title of any rights of way or other
      Property of EPPG which in the aggregate do not materially impair the use of
      such
      rights of way or other property for the purposes for which such rights of way
      and other Property are held by EPPG, and defects, irregularities and
      deficiencies in title to any property of EPPG, which defects, irregularities
      or
      deficiencies have been cured by possession under applicable statutes of
      limitation;

     

    (j)  royalties,
      overriding royalties, revenue interests, net revenue interests, production
      payments and advance payment obligations (other than obligations in respect
      of
      advance payments received in connection with the incurrence of Debt), provided
      that the value of the Oil and Gas Properties shown on the Reserve Reports is
      net
      of such Liens;

     

    (k)  any
      Lien securing
      Debt, neither assumed nor guaranteed by EPPG nor on which it customarily pays
      interest, existing upon real estate or rights in or relating to real estate
      acquired by any Borrower for substation, metering station, pump station, storage
      gathering line, transmission line, transportation line, distribution line or
      for
      right-of-way purposes, and any Liens reserved in leases for rent and for
      compliance with the terms of the leases in the case of leasehold estates, to
      the
      extent that any such Lien referred to in this paragraph (k) does not materially
      impair the use or value of the property subject to such Lien for the purposes
      for which such property is held;

     

    (l)  judgment
      and other
      similar Liens arising in connection with court proceedings, provided that the
      judgment relating thereto shall have been stayed or bonded pending appeal,
      provided that no such Lien shall encumber any Borrowing Base
      Property;

     

    (m)  Liens
      arising out
      of all presently existing and future division and transfer orders, advance
      payment agreements, processing contracts, gas processing plant agreements,
      operating agreements, gas balancing or deferred production agreements, pooling,
      unitization or communitization agreements, pipeline, gathering or transportation
      agreements, platform agreements, drilling contracts, injection or repressuring
      agreements, cycling agreements, construction agreements, salt water or other
      disposal agreements, leases or rental agreements, farm-out and farm-in
      agreements, exploration and development agreements, and any and all other
      contracts or agreements covering, arising out of, used or useful in connection
      with or pertaining to the exploration, development, operation, production,
      sale,
      use, purchase, exchange, storage, separation, dehydration, treatment,
      compression, gathering, transportation, processing, improvement, marketing,
      disposal or handling of any property of EPPG, provided that such agreements
      are
      entered into in the ordinary course of business and when entered into contain
      terms customary for such agreements in the industry and provided further that
      no
      Liens described in this paragraph (m) shall be granted or created in connection
      with the incurrence of Debt;

     

    (n)  customary
      preferential rights to purchase and calls on productions by sellers relating
      to
      any of the Borrowing Base Properties; 

     

    (o)  Liens
      securing Debt
      permitted by Section 8.2(h); and

     

    (p)  any
      Liens incurred
      in connection with an Alternate Program, provided such Liens are not incurred
      with respect to receivables resulting from the sale of production from the
      Borrowing Base Properties.

     

    8.4.  Limitation
      on
      Guarantee Obligations.
      Permit EPPG to
      create, incur, assume or suffer to exist any Guarantee Obligation except (a)
      Guaranties in existence on the date hereof and listed on Schedule 8.4, (b)
      Guaranties arising under the Loan Documents, (c) Guaranties with respect to
      Debt
      permitted by subsection 8.2 (other than subsection (h) thereof), (d) Guaranties
      incurred by EPPG with respect to any obligations or liabilities of EPC, and
      (e)
      Guaranties issued by EPPG in the ordinary course of business of obligations
      of
      other Persons (other than in respect of Debt) in connection with current oil
      and
      gas drilling, oil and gas production, oil and gas transportation, crude oil
      purchasing, oil and gas exploration or other similar programs or
      operations.

     

    8.5.  Limitation
      on
      Fundamental Change.
      Merge or
      consolidate with, or liquidate into, any Person, except that, provided no Event
      of Default has occurred and is continuing (both before and immediately after
      giving effect to any merger, consolidation or liquidation permitted
      below):

     

    (a)  EPC
      may merge or
      consolidate with, or liquidate into, any Business Entity, provided that (i)
      EPC
      is the continuing or surviving Business Entity, or (ii) the continuing or
      surviving Business Entity is organized under the laws of the United States
      or a
      State thereof and unconditionally assumes by written agreement satisfactory
      to
      the Administrative Agent all of the performance and payment obligations of
      EPC
      under the Loan Documents; and

     

    (b)  EPPG
      may merge or
      consolidate with, or liquidate into, any other Subsidiary of EPC, provided
      that
      (i) the continuing or surviving Subsidiary unconditionally assumes by written
      agreement satisfactory to the Administrative Agent all of the performance and
      payment obligations of EPPG under the Loan Documents, and (ii) the Lien under
      the Security Documents in favor of the Administrative Agent on any Collateral
      owned by EPPG immediately prior to such merger, consolidation or liquidation
      remains effective and perfected immediately thereafter with no loss of relative
      priority to the Lenders from that existing immediately prior to such merger,
      consolidation or liquidation.

     

    8.6.  Limitation
      on Sale of Assets.
      Permit EPPG to
      convey, sell, lease, assign, transfer or otherwise dispose of any Borrowing
      Base
      Properties (including, without limitation, receivables and leasehold interests),
      whether now owned or hereafter acquired, except:

     

    (a)  the
      sale of
      inventory (including Hydrocarbons or other mineral products or surplus) in
      the
      ordinary course of business;

     

    (b)  Dispositions
      of Oil
      and Gas Properties not constituting Proved Reserves pursuant to farm-ins and
      farm-outs and transfers of royalty interests, overriding royalty interests,
      net
      revenue interests and other similar transfers, all pursuant to exploration
      and
      development activity in the ordinary course of business of EPPG;

     

    (c)  the
      Disposition of
      any Borrowing Base Properties, provided that if the aggregate PV-10 Value
      (determined by reference to the most recent Reserve Report) of such Dispositions
      between Borrowing Base Redeterminations exceeds $25,000,000.00, the Borrowing
      Base shall automatically be redetermined prior to such Disposition in accordance
      with the procedures set forth in subsection 4.9 as if a Borrower Redetermination
      Notice had been provided prior to such Disposition. In any event, the
      Disposition of Borrowing Base Property may result in a mandatory reduction
      in
      the Borrowing Base pursuant to subsection 4.9(f); and 

     

    (d)  Dispositions
      of
      receivables in connection with any Alternate Program provided such receivables
      do not result from the sale of production from the Borrowing Base
      Properties.

     

    8.7.  Limitation
      on
      Distributions.
      Permit EPPG to
      declare or make any distributions, whether in cash or property or in obligations
      of EPPG, to its general partner or limited partners if a Default, Event of
      Default, Borrowing Base Deficiency or Collateral Value Deficiency shall have
      occurred and be continuing at the time of such distribution.

     

    8.8.  Limitation
      on
      Investments, Loans and Advances.
      Permit EPPG to
      make any advance, loan, extension of credit or capital contribution to, or
      incur
      any Guaranty on behalf or for the benefit of, or purchase any stock, bonds,
      notes, debentures or other securities of or any assets constituting a business
      unit of, or make any other investment (including by the issuance of letters
      of
      credit) in (collectively, “Investments”),
      any Person,
      except:

     

    (a)  extensions
      of trade
      credit in the ordinary course of business;

     

    (b)  investments
      in Cash
      Equivalents;

     

    (c)  loans
      and advances
      to officers and employees of EPPG for travel, entertainment and relocation
      expenses in the ordinary course of business in an aggregate amount not to exceed
      $1,000,000 at any one time outstanding;

     

    (d)  investments,
      loans
      or advances, the material details of which have been set forth on Schedule
      8.8;

     

    (e)  so
      long as no
      Default, Event of Default, Borrowing Base Deficiency or Collateral Value
      Deficiency shall have occurred and be continuing, Investments by EPPG in EPC
      or
      in its general partner;

     

    (f)  acquisitions
      and
      investments made or entered into in connection with the Oil and Gas
      Business;

     

    (g)  transactions
      expressly permitted or contemplated under subsection 8.2 (provided, that no
      loans may be made by either Borrower pursuant to subsection 8.2(f) at any time
      when a Default, Event of Default, Borrowing Base Deficiency or Collateral Value
      Deficiency shall have occurred and be continuing); and

     

    (h)  Investments
      not
      otherwise permitted hereunder in an amount at any time not in excess of
      $10,000,000.

     

    8.9.  Limitation
      on
      Payments and Modifications of Debt Instruments, Other Documents.
      Voluntarily
      prepay (excluding any regularly scheduled or other required payment or
      prepayment) any Debt (excluding Debt incurred pursuant hereto) prior to the
      maturity thereof (whether by acceleration or otherwise) except for 

     

    (a)  Early
      Maturity
      Debt;

     

    (b)  The
      refinancing or
      replacement of Debt existing as of the date hereof or Debt of an acquired person
      existing at the time of acquisition, in each case (x) on market terms and
      conditions then available for such refinancing or replacement and (y) without
      increasing the aggregate principal amount thereof existing at the time of such
      refinancing or replacement;

     

    (c)  Intercompany
      Debt
      owed to a Borrower or another Subsidiary of EPC;

     

    (d)  The
      repayment of
      other Intercompany Debt in connection with a merger, sale of assets or corporate
      restructuring otherwise permitted hereunder; and 

     

    (e)  Late
      Maturity Debt,
      so long as (i) the aggregate principal amount of all such prepaid Late Maturity
      Debt shall not exceed the sum of (x) $500,000,000 plus (y) the principal amount
      of Early Maturity Debt that is refinanced with Indebtedness that has a maturity
      date after November 23, 2007 plus (z) the amount by which the aggregate Net
      Proceeds received from all Dispositions of Assets (other than Dispositions
      of
      Collateral) consummated in fiscal year 2005 and not prohibited by Section 8.6
      exceeds $500,000,000, and (ii) after giving effect to any such prepayment of
      Late Maturity Debt, EPC shall have Liquidity of not less than $1,000,000,000;
      provided,
      however,
      that if EPC, from
      time to time, issues Equity Interests that constitute common stock, all of
      the
      net proceeds of the sale of such Equity Interests may be used to prepay any
      Indebtedness of EPC or any of its Subsidiaries without restriction imposed
      by
      this Section 8.9.

     

    8.10.  Limitation
      on
      Transactions with Affiliates.
      Sell, lease or
      otherwise transfer any property to, or purchase, lease or otherwise acquire
      any
      property from, or otherwise engage in any other transaction with, any Affiliate
      of EPC that is not a Subsidiary of EPC, whether or not in the ordinary course
      of
      business, except:

     

    (a)  Transactions
      on
      fair and reasonable terms no less favorable to such Borrower as would be
      obtainable by such Borrower at the time in a comparable arm’s-length transaction
      or series of transactions with a person other than an Affiliate of
      EPC;

     

    (b)  Any
      Disposition by
      EPPG permitted under Section 8.6 or by EPC permitted under Section 6.04 of
      the EPC Revolver or any merger permitted under Section 8.5; and 

     

    (c)  Transactions
      the
      value of which are de
      minimis
      in relation to the
      assets, liabilities or revenues of the Borrower engaging in such
      transaction.

     

    8.11.  Limitation
      on
      Changes in Fiscal Year.
      Permit the fiscal
      year of EPC to end on a day other than December 31.

     

    8.12.  Limitation
      on
      Negative Pledge Clauses.
      Permit EPPG to
      enter into with any Person any agreement, other than this Agreement, which
      prohibits or limits the ability of EPPG to create, incur, assume or suffer
      to
      exist any Lien upon any of its property, assets or revenues, whether now owned
      or hereafter acquired.

     

    8.13.  Limitation
      on
      Lines of Business.
      Permit EPPG to
      enter into any business, either directly or through any Subsidiary, except
      for
      those businesses in which the Borrowers are engaged on the date of this
      Agreement or which are directly related thereto or to the Oil and Gas
      Business.

     

    8.14.  Forward
      Sales.
      Except in
      accordance with ordinary practice in the Oil and Gas Business, permit EPPG
      to
      enter into or permit to exist any advance payment agreement or other arrangement
      pursuant to which the Borrower or any of its Subsidiaries, having received
      full
      or substantial payment of the purchase price for a specified quantity of
      Hydrocarbons from any of the Borrowing Base Properties upon entering such
      agreement or arrangement, is required to deliver, in one or more installments
      subsequent to the date of such agreement or arrangement, such quantity of
      Hydrocarbons pursuant to and during the terms of such agreement or
      arrangement.

     

    SECTION
      9

    EVENTS
      OF DEFAULT

     

    If
      any of the
      following events shall occur and be continuing:

     

    (a)  The
      Borrowers shall
      fail to pay any principal of any Loan when due in accordance with the terms
      thereof or hereof; or the Borrowers shall fail to pay any interest on any Loan,
      or any other fee, Reimbursement Obligation or other amount payable hereunder,
      within five (5) Business Days after any such amount becomes due in accordance
      with the terms thereof or hereof; or

     

    (b)  Any
      representation
      or warranty made or deemed made by either Borrower herein or in any other Loan
      Document or which is contained in any certificate, document or financial or
      other statement furnished by it at any time under or in connection with this
      Agreement or any such other Loan Document shall prove to have been incorrect
      in
      any material respect on or as of the date made or deemed made and, if such
      representation or warranty is capable of being cured, such inaccuracy shall
      remain unremedied for 30 days after written notice thereof shall have been
      given
      to such Borrower by the Administrative Agent or by any Lender with a copy to
      the
      Administrative Agent; or

     

    (c)  Any
      Borrower shall
      default in the observance or performance of any agreement applicable to it
      contained in subsections 4.10, 7.2(d) or 7.7 or Section 8 of this Agreement;
      or

     

    (d)  Any
      Borrower shall
      default in the observance or performance of any other agreement applicable
      to it
      contained in this Agreement or any other Loan Document (other than as provided
      in paragraphs (a) through (c) of this Section), and such default shall continue
      unremedied for a period of 30 consecutive days after written notice thereof
      shall have been given to such Borrower by the Administrative Agent or by any
      Lender with a copy to the Administrative Agent; or

     

    (e)  Either
      Borrower
      shall (i) default in any payment of principal of or interest on any Debt, or
      in
      the payment of any Guaranty, which default shall continue after the applicable
      grace period, if any, provided in the instrument or agreement under which such
      Indebtedness or Guaranty was created; provided that the aggregate principal
      amount of such Debt and Guaranty equals or exceeds $25,000,000 in the case
      of
      EPPG and $200,000,000 in the case of EPC; or (ii) default in the observance
      or
      performance of any other agreement or condition relating to any such Debt or
      Guaranty or contained in any instrument or agreement evidencing, securing or
      relating thereto, which default shall continue after the applicable grace
      period, if any, or any other event shall occur or condition exist, the effect
      of
      which default or other event or condition is to cause, or to permit the holder
      or holders of such Debt or beneficiary or beneficiaries of such Guaranty (or
      a
      trustee or agent on behalf of such holder or holders or beneficiary or
      beneficiaries) to cause, with the giving of notice if required, such Debt to
      become due prior to its stated maturity or such Guaranty to become payable,
      provided that the aggregate principal amount of all such Debt and Guaranty
      which
      would then become due and payable would equal or exceed $25,000,000 in the
      case
      of EPPG and $200,000,000 in the case of EPC; or

     

    (f)  (i)
      Either Borrower
      shall commence any case, proceeding or other action (A) under any existing
      or
      future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
      insolvency, reorganization or relief of debtors, seeking to have an order for
      relief entered with respect to it, or seeking to adjudicate it a bankrupt or
      insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
      liquidation, dissolution, composition or other relief with respect to it or
      its
      debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator
      or other similar official for it or for all or any substantial part of its
      assets, or such Borrower shall make a general assignment for the benefit of
      its
      creditors; or (ii) there shall be commenced against such Borrower any case,
      proceeding or other action of a nature referred to in clause (i) above which
      (A)
      results in the entry of an order for relief or any such adjudication or
      appointment or (B) remains undismissed, undischarged or unbonded for a period
      of
      60 days; or (iii) there shall be commenced against such Borrower any case,
      proceeding or other action seeking issuance of a warrant of attachment,
      execution, restraint or similar process against all or any substantial part
      of
      its assets which results in the entry of an order for any such relief which
      shall not have been vacated, discharged, or stayed or bonded pending appeal
      within 60 days from the entry thereof; or (iv) such Borrower shall take any
      action in furtherance of, or indicating its consent to, approval of, or
      acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
      or (v) such Borrower shall generally not, or shall be unable to, or shall admit
      in writing its inability to, pay its debts as they become due; or

     

    (g)  (i)
      Any Person
      shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA
      or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding
      deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall
      exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall
      arise on the assets of either Borrower or any Commonly Controlled Entity, (iii)
      a Reportable Event shall occur with respect to, or proceedings shall commence
      to
      have a trustee appointed, or a trustee shall be appointed, to administer or
      to
      terminate, any Single Employer Plan, which Reportable Event or commencement
      of
      proceedings or appointment of a trustee is, in the reasonable opinion of the
      Required Lenders, likely to result in the termination of such Plan for purposes
      of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes
      of Title IV of ERISA, (v) either Borrower or any Commonly Controlled Entity
      shall, or in the reasonable opinion of the Required Lenders is likely to, incur
      any liability in connection with a withdrawal from, or the Insolvency or
      Reorganization of, a Multiemployer Plan or (vi) any other event or condition
      shall occur or exist with respect to a Plan; and in each case in clauses (i)
      through (vi) above, such event or condition, together with all other such events
      or conditions, if any, could reasonably be expected to have a Material Adverse
      Effect; or

     

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

     

    (i)  A
      material
      provision of any Loan Document shall cease, for any reason, to be in full force
      and effect, or either Borrower, any of their Affiliates, or any officer or
      employee of any of the foregoing, shall so assert; or

     

    (j)  Any
      Lien created by
      any Security Document shall cease to be enforceable and of the same effect
      and
      priority purported to be created thereby other than because of a release
      permitted hereunder signed by the Administrative Agent; or

     

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

     

    (l)  Any
“person”
      (within the meaning of Section 13(d) of the Securities Exchange Act of 1934)
      other than EPC and its Subsidiaries, (i) shall have acquired beneficial
      ownership of 50% or more of any outstanding class of Capital Stock having
      ordinary voting power in the election of directors of EPPG, or (ii) shall obtain
      the power (whether or not exercised) to elect a majority of EPPG’s
      directors.

     

    (m)  Any
      court,
      government or governmental agency shall condemn, seize or otherwise appropriate,
      or take custody or control of, all or any material portion (such materiality
      determined by reference to EPPG and its Subsidiaries taken as a whole) of the
      Property of EPPG; 

     

    then,
      and in any
      such event, (A) if such event is an Event of Default specified in clause (i)
      or
      (ii) of paragraph (f) of this Section, automatically the Commitments shall
      immediately terminate and the Loans hereunder (with accrued and unpaid interest
      thereon) and all other amounts owing under this Agreement (including, without
      limitation, all Letter of Credit Outstandings, whether or not the beneficiaries
      of the then outstanding Letters of Credit shall have presented the documents
      required thereunder) and the other Loan Documents shall immediately become
      due
      and payable, and (B) if such event is any other Event of Default, either or
      both
      of the following actions may be taken: (i) with the consent of the Required
      Lenders, the Administrative Agent may, or upon the request of the Required
      Lenders, the Administrative Agent shall, by written notice to the Borrowers,
      declare the Commitments to be terminated forthwith, whereupon the Commitments
      shall immediately terminate; and (ii) with the consent of the Required Lenders,
      the Administrative Agent may, or upon the request of the Required Lenders,
      the
      Administrative Agent shall, by written notice to the Borrowers, declare the
      Loans hereunder (with accrued and unpaid interest thereon) and all other amounts
      owing under this Agreement (including, without limitation, all Letter of Credit
      Outstandings, whether or not the beneficiaries of the then outstanding Letters
      of Credit shall have presented the documents required thereunder) and the other
      Loan Documents to be due and payable forthwith, whereupon the same shall
      immediately become due and payable.

     

    With
      respect to all
      Letters of Credit with respect to which presentment for honor shall not have
      occurred at the time of an acceleration pursuant to the preceding paragraph,
      the
      Borrowers shall at such time deposit in a cash collateral account opened by
      the
      Administrative Agent an amount equal to the aggregate then unexpired amount
      that
      is available to be drawn under such Letters of Credit. The Borrowers hereby
      grant to the Administrative Agent, for the benefit of the Issuing Lender and
      the
      L/C Participants, a security interest in such cash collateral to secure all
      obligations of the Borrowers under this Agreement and the other Loan Documents.
      Amounts held in such cash collateral account shall be applied by the
      Administrative Agent to the payment of drafts drawn under such Letters of
      Credit, and the unused portion thereof after all such Letters of Credit shall
      have expired, been cancelled or been fully drawn upon, if any, shall be applied
      to repay other obligations of the Borrowers hereunder and under the Notes.
      After
      all such Letters of Credit shall have expired, been cancelled or been fully
      drawn upon, all Reimbursement Obligations shall have been satisfied and all
      other obligations of the Borrowers hereunder and under the other Loan Documents
      shall have been paid in full, the balance, if any, in such cash collateral
      account shall be returned to the Borrowers. The Borrowers shall execute and
      deliver to the Administrative Agent, for the account of the Issuing Lender
      and
      the L/C Participants, such further documents and instruments as the
      Administrative Agent may reasonably request to evidence the creation and
      perfection of the within security interest in such cash collateral account.
      Except as expressly provided above in this Section, presentment, demand, protest
      and all other notices of any kind are hereby expressly waived.

     

    SECTION
      10

    THE
      ADMINISTRATIVE AGENT

     

    10.1.  Appointment.
      Each Lender
      hereby irrevocably designates and appoints Fortis as Administrative Agent of
      such Lender under this Agreement and the other Loan Documents, and each such
      Lender irrevocably authorizes the Administrative Agent, in such capacity, to
      take such action on its behalf under the provisions of this Agreement and the
      other Loan Documents and to exercise such powers and perform such duties as
      are
      expressly delegated to the Administrative Agent by the terms of this Agreement
      and the other Loan Documents, together with such other powers as are reasonably
      incidental thereto. Notwithstanding any provision to the contrary contained
      elsewhere in this Agreement, the Administrative Agent shall not have any duties
      or responsibilities, except those expressly set forth herein, or any fiduciary
      relationship with any Lender, and no implied covenants, functions,
      responsibilities, duties, obligations or liabilities shall be read into this
      Agreement or any other Loan Document or otherwise exist against the
      Administrative Agent.

     

    10.2.  Delegation
      of
      Duties.
      The
      Administrative Agent may execute any of its duties under this Agreement and
      the
      other Loan Documents by or through agents or attorneys-in-fact and shall be
      entitled to advice of counsel concerning all matters pertaining to such duties.
      The Administrative Agent shall not be responsible for the negligence or
      misconduct of any agents or attorneys-in-fact selected by it with reasonable
      care.

     

    10.3.  Exculpatory
      Provisions.
      Neither the
      Administrative Agent nor any of its respective officers, directors, employees,
      agents, attorneys-in-fact or Affiliates shall be (i) liable for any action
      lawfully taken or omitted to be taken by it or such Person under or in
      connection with this Agreement or any other Loan Document (except for its or
      such Person’s own gross negligence or willful misconduct) or (ii) responsible in
      any manner to any of the Lenders for any recitals, statements, representations
      or warranties made by either Borrower or any officer thereof contained in this
      Agreement or any other Loan Document or in any certificate, report, statement
      or
      other document referred to or provided for in, or received by the Administrative
      Agent under or in connection with, this Agreement or any other Loan Document
      or
      for the value, validity, effectiveness, genuineness, enforceability or
      sufficiency of this Agreement or any other Loan Document or for any failure
      of
      either Borrower to perform its obligations hereunder or thereunder. The
      Administrative Agent shall not be under any obligation to any Lender to
      ascertain or to inquire as to the observance or performance of any of the
      agreements contained in, or conditions of, this Agreement or any other Loan
      Document, or to inspect the properties, books or records of either
      Borrower.

     

    10.4.  Reliance
      by
      Administrative Agent.
      The
      Administrative Agent shall be entitled to rely, and shall be fully protected
      in
      relying, upon any Note, writing, resolution, notice, consent, certificate,
      affidavit, letter, telecopy, telex or teletype message, statement, order or
      other document or conversation believed by it to be genuine and correct and
      to
      have been signed, sent or made by the proper Person or Persons and upon advice
      and statements of legal counsel (including, without limitation, counsel to
      the
      Borrowers), independent accountants and other experts selected by the
      Administrative Agent. The Administrative Agent may deem and treat the payee
      of
      any Note as the owner thereof for all purposes unless a written notice of
      assignment, negotiation or transfer thereof shall have been filed with the
      Administrative Agent. The Administrative Agent shall be fully justified in
      failing or refusing to take any action under this Agreement or any other Loan
      Document unless it shall first receive such advice or concurrence of the
      Required Lenders (or, where unanimous consent of the Lenders is expressly
      required hereunder, such Lenders) as it deems appropriate or it shall first
      be
      indemnified to its satisfaction by the Lenders against any and all liability
      and
      expense which may be incurred by it by reason of taking or continuing to take
      any such action. The Administrative Agent shall in all cases be fully protected
      in acting, or in refraining from acting, under this Agreement and the other
      Loan
      Documents in accordance with a request of the Required Lenders (or, where
      unanimous consent of the Lenders or the Required Lenders is expressly required
      hereunder, such Lenders or Required Lenders, as applicable), and such request
      and any action taken or failure to act pursuant thereto shall be binding upon
      all the Lenders and all future holders of the Loans.

     

    10.5.  Notice
      of
      Default.
      The
      Administrative Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Default or Event of Default hereunder unless the
      Administrative Agent has received notice from a Lender or either Borrower
      referring to this Agreement, describing such Default or Event of Default and
      stating that such notice is a “notice of default.” In the event that the
      Administrative Agent receives such a notice, the Administrative Agent shall
      give
      notice thereof to the Lenders. The Administrative Agent shall take such action
      with respect to such Default or Event of Default as shall be reasonably directed
      by the Required Lenders; provided that unless and until the Administrative
      Agent
      shall have received such directions, the Administrative Agent may (but shall
      not
      be obligated to) take such action, or refrain from taking such action, with
      respect to such Default or Event of Default as it shall deem advisable in the
      best interests of the Lenders.

     

    10.6.  Non-Reliance
      on
      Administrative Agent and Other Lenders.
      Each Lender
      expressly acknowledges that neither the Administrative Agent nor any of its
      officers, directors, employees, agents, attorneys-in-fact or Affiliates has
      made
      any representations or warranties to it and that no act by the Administrative
      Agent hereafter taken, including any review of the affairs of either Borrower,
      shall be deemed to constitute any representation or warranty by the
      Administrative Agent to any Lender. Each Lender represents to the Administrative
      Agent that it has, independently and without reliance upon the Administrative
      Agent or any other Lender, and based on such documents and information as it
      has
      deemed appropriate, made its own appraisal of and investigation into the
      business, operations, property, financial and other condition and
      creditworthiness of each Borrower and made its own decision to make its
      Extensions of Credit hereunder and enter into this Agreement. Each Lender also
      represents that it will, independently and without reliance upon the
      Administrative Agent or any other Lender, and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own
      credit analysis, appraisals and decisions in taking or not taking action under
      this Agreement and the other Loan Documents, and to make such investigation
      as
      it deems necessary to inform itself as to the business, operations, property,
      financial and other condition and creditworthiness of each Borrower. Except
      for
      notices, reports and other documents expressly required to be furnished to
      the
      Lenders by the Administrative Agent hereunder, the Administrative Agent shall
      not have any duty or responsibility to provide any Lender with any credit or
      other information concerning the business, operations, property, condition
      (financial or otherwise), prospects or creditworthiness of either Borrower
      which
      may come into the possession of the Administrative Agent or any of its officers,
      directors, employees, agents, attorneys-in-fact or Affiliates.

     

    10.7.  Indemnification.
      The Lenders agree
      to indemnify the Administrative Agent in its capacity as such (to the extent
      not
      reimbursed by the Borrowers and without limiting the obligation the Borrowers
      to
      do so), ratably according to their respective Commitment Percentages in effect
      on the date on which indemnification is sought, from and against any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind whatsoever which may at any time
      (including, without limitation, at any time following the payment of the
      obligations under this Agreement) be imposed on, incurred by or asserted against
      the Administrative Agent in any way relating to or arising out of, the
      Commitments, this Agreement, any of the other Loan Documents or any documents
      contemplated by or referred to herein or therein or the transactions
      contemplated hereby or thereby or any action taken or omitted by the
      Administrative Agent under or in connection with any of the foregoing; provided
      that no Lender shall be liable for the payment of any portion of such
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements resulting solely from the Administrative
      Agent’s gross negligence or willful misconduct. The agreements in this
      subsection shall survive the payment of all obligations under this Agreement
      and
      all other amounts payable hereunder.

     

    10.8.  Administrative
      Agent in Its Individual Capacity.
      The
      Administrative Agent and its Affiliates may make loans to, accept deposits
      from
      and generally engage in any kind of business with either Borrower as though
      the
      Administrative Agent were not the Administrative Agent hereunder and under
      the
      other Loan Documents. With respect to the Extensions of Credit made by it,
      the
      Administrative Agent shall have the same rights and powers under this Agreement
      and the other Loan Documents as any Lender and may exercise the same as though
      it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall
      include the Administrative Agent in its individual capacity.

     

    10.9.  Successor
      Administrative Agent.
      The
      Administrative Agent may resign as Administrative Agent upon 30 days’ notice to
      the Lenders. If the Administrative Agent shall resign as Administrative Agent
      under this Agreement and the other Loan Documents, then the Required Lenders
      shall appoint from among the Lenders a successor agent for the Lenders, which
      successor agent, with the consent of the Borrowers (such consent not to be
      unreasonably withheld or delayed), shall succeed to the rights, powers and
      duties of the Administrative Agent hereunder. Effective upon such appointment
      and approval, the term “Administrative Agent” shall mean such successor agent,
      and the former Administrative Agent’s rights, powers and duties as
      Administrative Agent shall be terminated, without any other or further act
      or
      deed on the part of such former Administrative Agent or any of the parties
      to
      this Agreement or any holders of the Loans. After any retiring Administrative
      Agent’s resignation as Administrative Agent, the provisions of this Section 10
      shall inure to its benefit as to any actions taken or omitted to be taken by
      it
      while it was Administrative Agent under this Agreement and the other Loan
      Documents. The Administrative Agent may be removed at any time with or without
      cause by the Required Lenders (which for this purpose, shall not include the
      Loans or Commitments of the Administrative Agent), provided that
      on the
      effectiveness of such removal the Obligations owing to such Administrative
      Agent
      as a Lender are repaid in full and as an Issuing Lender are cash collateralized
      or otherwise secured. If the Administrative Agent is removed, the procedures
      set
      forth in this Section 10.9 shall apply in appointing a successor Administrative
      Agent.

     

    10.10.  Issuing
      Lender.
      The provisions of
      this Section 10 applicable to the Administrative Agent shall apply to the
      Issuing Lender in the performance of its duties under the Loan Documents,
mutatis mutandis.

     

    10.11.  Others.
      Neither the
      Arranger nor the Bookrunner shall have any duties or responsibilities, or incur
      any liabilities, under this Agreement or the other Loan Documents.

     

    10.12.  Hedging
      Arrangements.
      To the extent any
      Affiliate of a Lender is a party to a Hedging Agreement with the Borrowers
      and
      thereby becomes a beneficiary of the Liens described in Section 4.16 hereof
      pursuant to the Security Documents, such Affiliate of a Lender shall be deemed
      to appoint the Administrative Agent its nominee and agent, to act for and on
      behalf of such Affiliate in connection with the Security Documents and to be
      bound by the terms of this Section 10.

     

    SECTION
      11

    MISCELLANEOUS

     

    11.1.  Amendments
      and
      Waivers.
      Neither this
      Agreement nor any other Loan Document, nor any terms hereof or thereof may
      be
      amended, supplemented or modified except in accordance with the provisions
      of
      this subsection. The Required Lenders may, or, with the written consent of
      the
      Required Lenders, the Administrative Agent may, from time to time, (a) enter
      into with the applicable Borrowers written amendments, supplements or
      modifications hereto and to the other Loan Documents for the purpose of adding
      any provisions to this Agreement or the other Loan Documents or changing in
      any
      manner the rights of the Lenders or of the applicable Borrowers hereunder or
      thereunder or (b) waive, on such terms and conditions as the Required Lenders
      or
      the Administrative Agent, as the case may be, may specify in such instrument,
      any of the requirements of this Agreement or the other Loan Documents or any
      Default or Event of Default and its consequences; provided, however, that no
      such waiver and no such amendment, supplement or modification shall (i) reduce
      the principal amount, or extend the scheduled date of final maturity, of any
      Loan, or reduce the stated rate of any interest or fee payable hereunder or
      extend the scheduled date of any payment thereof or increase the principal
      amount or extend the expiration date of any Lender’s Commitments, or change the
      limits on Letter of Credit Outstandings as set forth in subsection 3.1(a)(i),
      in
      each case without the consent of each Lender affected thereby, (ii) amend,
      modify or waive the definition of Technical Lenders, any provision of Section
      4.9, Section 4.10, Section 4.16, or Section 7.11 without the written consent
      of
      each Lender, (iii) amend, modify or waive any provision of this subsection
      or
      reduce the percentage specified in the definition of Required Lenders (or modify
      any provision of this Agreement or any other Loan Document to provide that
      an
      action currently requiring the approval of or consent by the Required Lenders
      may be taken with the consent or approval by a lower percentage of Lenders),
      or
      consent to the assignment or transfer by any Borrower of any of its rights
      and
      obligations under this Agreement and the other Loan Documents other than in
      accordance with the terms of the applicable Loan Documents, in each case without
      the written consent of all the Lenders, (iv) release, or subordinate the
      interest of the Administrative Agent in, any of the collateral for the
      Obligations hereunder (except as specifically provided herein) without the
      written consent of each Lender, (v) change subsection 4.8(a) or subsection
      11.7(a) in a manner that would alter the pro rata sharing of payments required
      thereby, without the written consent of each Lender, (vi) amend, modify or
      waive
      any provision of Section 10 without the written consent of the then
      Administrative Agent and Issuing Lender, or (vii) amend, modify or waive any
      provision of this Agreement or any other Loan Document prior to the initial
      Borrowing Date without the written consent of each Lender. Any such waiver
      and
      any such amendment, supplement or modification shall apply equally to each
      of
      the Lenders and shall be binding upon the Borrowers, the Lenders, the
      Administrative Agent and all future holders of the Loans. In the case of any
      waiver, the Borrowers, the Lenders and the Administrative Agent shall be
      restored to their former positions and rights hereunder and under the other
      Loan
      Documents, and any Default or Event of Default waived shall be deemed to be
      cured and not continuing; no such waiver shall extend to any subsequent or
      other
      Default or Event of Default or impair any right consequent thereon.

     

    11.2.  Notices.
      All notices,
      requests and demands to or upon the respective parties hereto to be effective
      shall be in writing (including by facsimile transmission) and, unless otherwise
      expressly provided herein, shall be deemed to have been duly given or made
      (a)
      in the case of delivery by hand or by courier service, when delivered, (b)
      in
      the case of delivery by mail, three Business Days after being deposited in
      the
      mails, postage prepaid, or (c) in the case of delivery by facsimile
      transmission, when sent and receipt has been confirmed, addressed as follows
      in
      the case of the Borrowers or the Administrative Agent, or to such other address
      as may be hereafter notified by the respective parties hereto:

     

     

    
      	        The
              Borrowers: 	
              El Paso Corporation

              1001
                Louisiana Street

              Houston,
                TX
                77002

              Attention:
                John J. Hopper

              Fax:
                (713)
                420-2708

              Email:
                john.hopper@elpaso.com 

            
	 	 
	 	
              El
                Paso Production Oil & Gas USA, L.P.

              1001
                Louisiana Street

              Houston,
                TX
                77002

              Attention:
                John J. Hopper

              Fax:
                (713) 420-2708

              Email:
                john.hopper@elpaso.com
                

            
	 	 
	 	with
              a copy
              to:
	 	 
	 	
              Andrews
                Kurth
                LLP

              600
                Travis
                Street, Suite 4200

              Houston,
                Texas 77002

              Attention:
                Randy Bryant

              Fax:
                (713)
                220-4285

              Email:
                randybryant@akllp.com
                

            
	 	 
	         The
              Administrative Agent: 	
              Fortis Capital Corp.

              Millennium
                I

              15455
                N.
                Dallas Parkway, Suite 1400

              Addison,
                Texas 75001

              Attention:
                Deirdre Sanborn

              Fax:
                (214)
                754-5982

              Email:
                deirdre.sanborn@fortiscapitalusa.com 

            
	 	 
	 	with
              a copy
              to:
	 	 
	 	
              Patton
                Boggs
                LLP 

              2001
                Ross
                Avenue, Suite 3000

              Dallas,
                Texas
                75201

              Attention:
                Robert S. Rendell

              Fax:
                (214)
                758-1550

              Email:
                rrendell@pattonboggs.com
                

            


    

      

    provided
      that any
      notice, request or demand to or upon the Administrative Agent or the Lenders
      pursuant to subsection 2.2, 4.3, 4.5 or 4.8 shall not be effective until
      received.

     

    11.3.  No
      Waiver;
      Cumulative Remedies.
      No failure to
      exercise and no delay in exercising, on the part of the Administrative Agent,
      the Issuing Lender or any Lender, any right, remedy, power or privilege
      hereunder or under the other Loan Documents shall operate as a waiver thereof;
      nor shall any single or partial exercise of any right, remedy, power or
      privilege hereunder preclude any other or further exercise thereof or the
      exercise of any other right, remedy, power or privilege. The rights, remedies,
      powers and privileges herein provided are cumulative and not exclusive of any
      rights, remedies, powers and privileges provided by law.

     

    11.4.  Survival
      of
      Representations and Warranties.
      All
      representations and warranties made hereunder, in the other Loan Documents
      and
      in any document, certificate or statement delivered pursuant hereto or in
      connection herewith shall survive the execution and delivery of this Agreement
      and the making of the Extensions of Credit hereunder.

     

    11.5.  Payment
      of
      Expenses and Taxes.
      The Borrowers
      agree (a) to pay or reimburse the Administrative Agent and its Affiliates for
      all their reasonable and documented out-of-pocket costs and expenses incurred
      in
      connection with the development, syndication, preparation and execution of,
      and
      any amendment, supplement or modification to, this Agreement and the other
      Loan
      Documents and any other documents prepared in connection herewith or therewith,
      and the consummation and administration of the transactions contemplated hereby
      and thereby, including, without limitation, the reasonable fees and
      disbursements of (i) counsel to the Administrative Agent and (ii) the
      Administrative Agent customarily charged by it in connection with syndicated
      credits, (b) to pay or reimburse each Lender and the Administrative Agent for
      all its reasonable and documented costs and expenses incurred in connection
      with
      the enforcement or preservation of any rights under this Agreement, the other
      Loan Documents and any such other documents, including, without limitation,
      the
      reasonable fees and disbursements of counsel to the Administrative Agent and
      to
      the several Lenders, (c) to pay, indemnify, and hold each Lender, the
      Administrative Agent, the Arranger and the Bookrunner (and their respective
      Affiliates and their respective directors, officers, employees and agents)
      harmless from, any and all recording and filing fees and any and all liabilities
      with respect to, or resulting from any delay in paying, stamp, excise and other
      taxes, if any, which may be payable or determined to be payable in connection
      with the execution and delivery of, or consummation or administration of any
      of
      the transactions contemplated by, or any amendment, supplement or modification
      of, or any waiver or consent under or in respect of, this Agreement, the other
      Loan Documents and any such other documents, and (d) to pay, indemnify, and
      hold
      each Lender, the Administrative Agent, the Arranger and the Bookrunner (and
      their respective directors, officers, employees, agents and affiliates) harmless
      from and against any and all other liabilities, obligations, losses, damages,
      penalties, actions, judgments, suits, costs, expenses or disbursements of any
      kind or nature whatsoever with respect to the execution, delivery, enforcement,
      performance and administration of this Agreement, the other Loan Documents
      or
      the use or the proposed use of proceeds contemplated by this Agreement,
      including, without limitation, any of the foregoing relating to the violation
      of, noncompliance with or liability under, any Environmental Law applicable
      to
      any Borrower or any of the Properties (all the foregoing in this clause (d),
      collectively, the “Indemnified
      Liabilities”),
      provided that
      the Borrowers shall have no obligation under this clause (d) to any
      Administrative Agent, the Arranger, the Bookrunner or any Lender (or any of
      their respective directors, officers, employers, agents or affiliates), with
      respect to indemnified liabilities to the extent such liabilities are determined
      by a court of competent jurisdiction by final and nonappealable judgment to
      have
      resulted from the gross negligence or willful misconduct of such Person. Without
      limiting the foregoing, and to the extent permitted by applicable law, the
      Borrowers agree not to assert, and hereby waive, and agree to cause each of
      their Subsidiaries not to assert and to so waive, all rights for contribution
      or
      any other rights of recovery with respect to all claims, demands, penalties,
      fines, liabilities, settlements, damages, costs and expenses of whatever kind
      or
      nature, under or related to Environmental Laws, that any of them might have
      by
      statute or otherwise against any Person entitled to indemnification under this
      subsection 11.5. The agreements in this subsection shall survive repayment
      of
      the Loans and all other amounts payable hereunder and the termination of this
      Agreement.

     

    11.6.  Successors
      and
      Assigns; Participations and Assignments.

     

    (a)  This
      Agreement
      shall be binding upon and inure to the benefit of the Borrowers, the Lenders,
      the Administrative Agent, all future holders of the Loans and any Notes
      hereunder and their respective successors and assigns, except that the Borrowers
      may not assign or transfer any of their rights or obligations under this
      Agreement without the prior written consent of each Lender.

     

    (b)  Any
      Lender may, in
      the ordinary course of its commercial banking or lending business and in
      accordance with applicable law and at no cost or expense to the Borrowers,
      at
      any time sell to one or more banks or other entities (“Participants”)
      participating
      interests in any Loan owing to such Lender, any Commitment of such Lender or
      any
      other interest of such Lender hereunder and under the other Loan Documents.
      In
      the event of any such sale by a Lender of a participating interest to a
      Participant, (i) such Lender’s obligations under this Agreement to the other
      parties to this Agreement shall remain unchanged, (ii) such Lender shall remain
      solely responsible for the performance thereof, (iii) such Lender shall remain
      the holder of any such Loan (and any Note evidencing such Loan) for all purposes
      under this Agreement and the other Loan Documents, (iv) the Borrowers and the
      Administrative Agent shall continue to deal solely and directly with such Lender
      in connection with such Lender’s rights and obligations under this Agreement and
      the other Loan Documents, and (v) in any proceeding under the Bankruptcy Code
      the Lender shall be, to the extent permitted by law, the sole representative
      with respect to the obligations held in the name of such Lender, whether for
      its
      own account or for the account of any Participant. No Lender shall be entitled
      to create in favor of any Participant, in the participation agreement pursuant
      to which such Participant’s participating interest shall be created or
      otherwise, any right to vote on, consent to or approve any matter relating
      to
      this Agreement or any other Loan Document except for those specified in clauses
      (i) and (ii) of the proviso to subsection 11.1. The Borrowers agree that each
      Participant shall be entitled to the benefits of subsections 4.13 and 4.14
      with
      respect to its participation in the Commitments and the Loans and Letters of
      Credit outstanding from time to time as if it was a Lender; provided that,
      in
      the case of subsection 4.13, such Participant shall have complied with the
      requirements of said subsection and provided, further, that no Participant
      shall
      be entitled to receive any greater amount pursuant to any such subsection than
      the transferor Lender would have been entitled to receive in respect of the
      amount of the participation transferred by such transferor Lender to such
      Participant had no such transfer occurred.

     

    (c)  Any
      Lender may, in
      the ordinary course of its commercial banking or lending business and in
      accordance with applicable law, at any time and from time to time assign to
      any
      Lender or any Affiliate thereof or, with the prior written consent of the
      Administrative Agent and the Borrowers (which in each case shall not be
      unreasonably withheld), to an additional bank or financial institution or other
      entity (an “Assignee”)
      all or any part
      of its rights and obligations under this Agreement and the other Loan Documents
      including, without limitation, its Commitments, L/C Commitments, Loans and
      L/C
      Participating Interests, pursuant to an Assignment and Acceptance, substantially
      in the form of Exhibit C, executed by such Assignee, such assigning Lender
      (and,
      in the case of an Assignee that is not then a Lender, by the Borrowers, the
      Administrative Agent and each Issuing Lender) and delivered to the
      Administrative Agent for its acceptance and recording in the Register, provided
      that (i) (unless the Borrower and the Administrative Agent otherwise consent
      in
      writing) no such transfer to an Assignee (other, than a Lender or any Affiliate
      thereof) shall be in an aggregate principal amount less than $1,000,000 in
      the
      aggregate (or, if less, the full amount of such assigning Lender’s Loans, L/C
      Participating Interests and Commitments), and (ii) if any Lender assigns all
      or
      any part of its rights and obligations under this Agreement to one of its
      Affiliates in connection with or in contemplation of the sale or other
      disposition of its interest in such Affiliate, the Borrowers’ prior written
      consent shall be required for such assignment (which shall not be unreasonably
      withheld). Upon such execution, delivery, acceptance and recording, from and
      after the effective date determined pursuant to such Assignment and Acceptance,
      (x) the Assignee thereunder shall be a party hereto and, to the extent provided
      in such Assignment and Acceptance, have the rights and obligations of a Lender
      hereunder with a Commitment and L/C Commitment as set forth therein, and (y)
      the
      assigning Lender thereunder shall, to the extent provided in such Assignment
      and
      Acceptance, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Acceptance covering all or the remaining portion
      of an
      assigning Lender’s rights and obligations under this Agreement, such assigning
      Lender shall cease to be a party hereto). Notwithstanding any provision of
      this
      paragraph (c) and paragraph (e) of this subsection, the consent of the Borrowers
      shall not be required, and, unless requested by the Assignee and/or the
      assigning Lender, new Notes shall not be required to be executed and delivered
      by the Borrowers, for any assignment which occurs at any time when any of the
      events described in Section 9 shall have occurred and be
      continuing.

     

    (d)  The
      Administrative
      Agent, on behalf of the Borrowers, shall maintain at the address of the
      Administrative Agent referred to in subsection 11.2 a copy of each Assignment
      and Acceptance delivered to it and a register (the “Register”)
      for the
      recordation of the names and addresses of the Lenders and the Commitments of,
      and principal amounts of the Loans owing to, each Lender from time to time.
      The
      entries in the Register shall be conclusive, in the absence of manifest error,
      and the Borrowers, the Administrative Agent and the Lenders may (and, in the
      case of any Loan or other obligation hereunder not evidenced by a Note, shall)
      treat each Person whose name is recorded in the Register as the owner of a
      Loan
      or other obligation hereunder as the owner thereof for all purposes of this
      Agreement and the other Loan Documents, notwithstanding any notice to the
      contrary. Any assignment of any Loan or other obligation hereunder not evidenced
      by a Note shall be effective only upon appropriate entries with respect thereto
      being made in the Register. The Register shall be available for inspection
      by
      the Borrowers or any Lender at any reasonable time and from time to time upon
      reasonable prior notice.

     

    (e)  Notwithstanding
      anything in this Agreement to the contrary, no assignment under subsection
      11.6(c) of any rights or obligations under or in respect of the Loans, the
      Notes
      or the Letters of Credit shall be effective unless and until the Administrative
      Agent shall have recorded the assignment pursuant to subsection 11.6(d). Upon
      its receipt of an Assignment and Acceptance executed by an assigning Lender
      and
      an Assignee (and, in the case of an Assignee that is not then a Lender or an
      affiliate thereof, by the Borrowers and the Administrative Agent) together
      with
      payment to the Administrative Agent of a registration and processing fee of
      $3,500 (other than in the case of an assignment by a Lender to an affiliate
      of
      such Lender), the Administrative Agent shall (i) promptly accept such Assignment
      and Acceptance and (ii) on the effective date determined pursuant thereto record
      the information contained therein in the Register and give notice of such
      acceptance and recordation to the Lenders and the Borrowers. On or prior to
      such
      effective date, the assigning Lender shall surrender any outstanding Notes
      held
      by it all or a portion of which are being assigned, and the Borrowers, at their
      own expense, shall, upon the request to the Administrative Agent by the
      assigning Lender or the Assignee, as applicable, execute and deliver to the
      Administrative Agent (in exchange for the outstanding Notes of the assigning
      Lender) a new Note to the order of such Assignee in an amount equal to the
      lesser of (A) the amount of such Assignee’s Commitment and (B) the aggregate
      principal amount of all Loans made by such Assignee, after giving effect to
      such
      Assignment and Acceptance and, if the assigning Lender has retained a Commitment
      hereunder, a new Note to the order of the assigning Lender in an amount equal
      to
      the lesser of (A) the amount of such Lender’s Commitment and (B) the aggregate
      principal amount of all Loans made by such Lender, after giving effect to such
      Assignment and Acceptance. Any such new Notes shall be dated the Closing Date
      and shall otherwise be in the form of the Note replaced thereby. Any Notes
      surrendered by the assigning Lender shall be returned by the Administrative
      Agent to the Borrowers marked “canceled.”

     

    (f)  The
      Borrowers
      authorize each Lender to disclose to any Participant or Assignee (each, a
“Transferee”)
      and any
      prospective Transferee, any and all financial information in such Lender’s
      possession concerning the Borrowers and their Affiliates which has been
      delivered to such Lender by or on behalf of the Borrowers pursuant to this
      Agreement or which has been delivered to such Lender by or on behalf of the
      Borrowers in connection with such Lender’s credit evaluation of the Borrowers
      and their Affiliates prior to becoming a party to this Agreement.

     

    (g)  For
      avoidance of
      doubt, the parties to this Agreement acknowledge that the provisions of this
      subsection concerning assignments of Loans and Notes relate only to absolute
      assignments and that such provisions do not prohibit assignments creating
      security interests, including, without limitation, any pledge or assignment
      by a
      Lender of any Loan or Note to any Federal Reserve Bank in accordance with
      applicable law.

     

    11.7.  Adjustments;
      Set-off.

     

    (a)  If
      any Lender (a
“Benefitted
      Lender”)
      shall at any
      time receive any payment of all or part of its Loans or Reimbursement
      Obligations, or interest thereon, or receive any collateral in respect thereof
      (whether voluntarily or involuntarily, by set-off, pursuant to events or
      proceedings of the nature referred to in subsection 9(f), or otherwise), in
      a
      greater proportion than any such payment to or collateral received by any other
      Lender, if any, in respect of such other Lender’s Loans or Reimbursement
      Obligations, or interest thereon, such Benefitted Lender shall purchase for
      cash
      from the other Lenders a participating interest in such portion of each such
      other Lender’s Loans or Reimbursement Obligations, or shall provide such other
      Lenders with the benefits of any such collateral, or the proceeds thereof,
      as
      shall be necessary to cause such Benefitted Lender to share the excess payment
      or benefits of such collateral or proceeds ratably with each of the Lenders;
      provided, however, that if all or any portion of such excess payment or benefits
      is thereafter recovered from such Benefitted Lender, such purchase shall be
      rescinded, and the purchase price and benefits returned, to the extent of such
      recovery, but without interest.

     

    (b)  In
      addition to any
      rights and remedies of the Lenders provided by law, each Lender shall have
      the
      right, without prior notice to the Borrowers, any such notice being expressly
      waived by the Borrowers to the extent permitted by applicable law, upon any
      amount becoming due and payable by the Borrowers hereunder (whether at the
      stated maturity, by acceleration or otherwise) to set-off and appropriate and
      apply against such amount any and all deposits (general or special, time or
      demand, provisional or final), in any currency, and any other credits,
      indebtedness or claims, in any currency, in each case whether direct or
      indirect, absolute or contingent, matured or unmatured, at any time held or
      owing by such Lender or any branch or agency thereof to or for the credit or
      the
      account of the Borrowers, as the case may be. Each Lender agrees promptly to
      notify the Borrowers and the Administrative Agent after any such set-off and
      application made by such Lender, provided that, to the extent permitted by
      applicable law, the failure to give such notice shall not affect the validity
      of
      such set-off and application.

     

    11.8.  Counterparts.
      This Agreement
      may be executed by one or more of the parties to this Agreement on any number
      of
      separate counterparts (including by facsimile transmission), and all of said
      counterparts taken together shall be deemed to constitute one and the same
      instrument. A set of the copies of this Agreement signed by all the parties
      shall be lodged with the Borrowers and the Administrative Agent

     

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

     

    11.10.  Integration.
      This Agreement
      and the other Loan Documents represent the agreement of the Borrowers, the
      other
      Borrowers, the Administrative Agent and the Lenders with respect to the subject
      matter hereof, and there are no promises, undertakings, representations or
      warranties by the Administrative Agent or any Lender relative to subject matter
      hereof not expressly set forth or referred to herein or in the other Loan
      Documents.

     

    11.11.  GOVERNING
      LAW.
      THIS AGREEMENT
      AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
      AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
      YORK. 

     

    11.12.  Submission
      To
      Jurisdiction; Waivers.
      Each Borrower
      hereby irrevocably and unconditionally:

     

    (a)  submits
      for itself
      and its property in any legal action or proceeding relating to this Agreement
      and the other Loan Documents to which it is a party, or for recognition and
      enforcement of any judgment in respect thereof, to the non-exclusive general
      jurisdiction of the Supreme Court of the State of New York sitting in New York
      County and of the United States District Court of the Southern District of
      New
      York, and appellate courts from any thereof; 

     

    (b)  consents
      that any
      such action or proceeding may be brought in such courts and waives any objection
      that it may now or hereafter have to the venue of any such action or proceeding
      in any such court or that such action or proceeding was brought in an
      inconvenient court and agrees not to plead or claim the same;

     

    (c)  agrees
      that service
      of process in any such action or proceeding may be effected by mailing a copy
      thereof by registered or certified mail (or any substantially similar form
      of
      mail), postage prepaid, to the Borrowers at their address set forth in
      subsection 11.2 or at such other address of which the Administrative Agent
      shall
      have been notified pursuant thereto;

     

    (d)  agrees
      that nothing
      herein shall affect the right to effect service of process in any other manner
      permitted by law or shall limit the right to sue in any other jurisdiction;
      and

     

    (e)  waives,
      to the
      maximum extent not prohibited by law, any right it may have to claim or recover
      in any legal action or proceeding referred to in this subsection any special,
      exemplary, punitive or consequential damages.

     

    11.13.  Acknowledgments.
      The Borrowers
      hereby acknowledge that:

     

    (a)  they
      have been
      advised by counsel in the negotiation, execution and delivery of this Agreement
      and the other Loan Documents;

     

    (b)  neither
      the
      Administrative Agent nor any Lender has any fiduciary relationship with or
      duty
      to the Borrowers arising out of or in connection with this Agreement or any
      of
      the other Loan Documents, and the relationship between Administrative Agent
      and
      Lenders, on one hand, and the Borrower, on the other hand, in connection
      herewith or therewith is solely that of debtor and creditor; and

     

    (c)  no
      joint venture is
      created hereby or by the other Loan Documents or otherwise exists by virtue
      of
      the transactions contemplated hereby among the Lenders or among the Borrower
      and
      the Lenders.

     

    11.14.  WAIVERS
      OF JURY
      TRIAL.
      THE BORROWERS,
      THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY KNOWINGLY AND INTENTIONALLY,
      IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
      PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
      COUNTERCLAIM THEREIN.

     

    11.15.  Release
      of
      Borrowing Base Properties.
      The
      Administrative Agent is hereby authorized by the Lenders to execute, at the
      cost
      and expense of the Borrowers and pursuant to documentation reasonably acceptable
      to the Administrative Agent, partial releases of the Borrowing Base Properties
      to the extent such Borrowing Base Properties are substituted in accordance
      with
      Section 4.16(f) or sold in accordance with the terms of the Mortgage and
      subsection 8.6.

     

    11.16.  Limitation
      on
      Interest.
      The Borrowers,
      the Administrative Agent and the Lenders intend to contract in strict compliance
      with applicable usury law from time to time in effect. In furtherance thereof
      such persons stipulate and agree that none of the terms and provisions contained
      in the Loan Documents shall ever be construed to provide for interest in excess
      of the maximum amount of interest permitted to be charged by applicable law
      from
      time to time in effect. Neither any Borrower nor any present or future
      guarantors, endorsers, or other Persons hereafter becoming liable for payment
      of
      any Obligation shall ever be liable for unearned interest thereon or shall
      ever
      be required to pay interest thereon in excess of the maximum amount that may
      be
      lawfully charged under applicable law from time to time in effect, and the
      provisions of this section shall control over all other provisions of the Loan
      Documents which may be in conflict or apparent conflict herewith. The
      Administrative Agent and the Lenders expressly disavow any intention to charge
      or collect excessive unearned interest or finance charges in the event the
      maturity of any Obligation is accelerated. If (a) the maturity of any Obligation
      is accelerated for any reason, (b) any Obligation is prepaid and as a result
      any
      amounts held to constitute interest are determined to be in excess of the legal
      maximum, or (c) any Lender or other holder of any or all of the Obligations
      shall otherwise collect moneys which are determined to constitute interest
      which
      would otherwise increase the interest on any or all of the Obligations to an
      amount in excess of that permitted to be charged by applicable law then in
      effect, then all sums determined to constitute interest in excess of such legal
      limit shall, without penalty, be promptly applied to reduce the then outstanding
      principal of the related Obligations or, at such Lender’s or holder’s option,
      promptly returned to the Borrowers or the other payor thereof upon such
      determination. In determining whether or not the interest paid or payable,
      under
      any specific circumstance, exceeds the maximum amount permitted under applicable
      law, Lenders, the Administrative Agent and the Borrowers (and any other payers
      thereof) shall to the greatest extent permitted under applicable law, (i)
      characterize any non-principal payment as an expense, fee or premium rather
      than
      as interest, (ii) exclude voluntary prepayments and the effects thereof, and
      (iii) amortize, prorate, allocate, and spread the total amount of interest
      throughout the entire contemplated term of the instruments evidencing the
      Obligations in accordance with the amounts outstanding from time to time
      thereunder and the maximum legal rate of interest from time to time in effect
      under applicable law in order to lawfully charge the maximum amount of interest
      permitted under applicable law. To the extent that the interest rate laws of
      the
      State of Texas are applicable to this Agreement, any Note or any other Loan
      Document, the applicable interest rate ceiling is the indicated (weekly) ceiling
      determined in accordance with Chapter 303 of the Texas Finance Code, as amended,
      and, to the extent that any Obligation under this Agreement, any Note or any
      other Loan Document is deemed an open end account as such term is defined in
      Chapter 302 of the Texas Finance Code, as amended, Administrative Agent retains
      the right to modify the interest rate in accordance with applicable
      law.

     

    11.17.  Joint
      and
      Several Obligations of Borrowers.

     

    (a)  The
      Borrowers state
      and acknowledge that: (a) pursuant to this Agreement, the Borrowers desire
      to
      utilize their borrowing potential on a consolidated basis to the same extent
      possible if they were merged into a single entity and that this Agreement
      reflects the establishment of credit facilities which would not otherwise be
      available to such entity if each Borrower were not jointly and severally liable
      for payment of the Indebtedness; (b) each Borrower has determined that it will
      benefit specifically and materially from the advances of credit contemplated
      by
      this Agreement; (c) it is both a condition precedent to the obligations of
      the
      Lenders hereunder and a desire of the Borrowers that each Borrower execute
      and
      deliver this Agreement; and (d) each Borrower has requested and bargained for
      the structure and terms of and security for the advances contemplated by this
      Agreement.

     

    (b)  Each
      Borrower
      hereby irrevocably and unconditionally: (a) agrees that it is jointly and
      severally liable to Lenders for the full and prompt payment of the Indebtedness
      and the performance by each Borrower of its obligations hereunder in accordance
      with the terms hereof; (b) agrees to fully and promptly perform all of its
      Obligations hereunder with respect to each advance of credit hereunder as if
      such advance had been made directly to it; and (c) agrees as a primary
      obligation to indemnify Lenders on demand for and against any loss incurred
      by a
      Lender as result of any of the obligations of any one or more of the Borrowers
      being or becoming void, voidable, unenforceable or ineffective for any reason
      whatsoever, whether or not known to a Lender or any Person, the amount of such
      loss being the amount which each Lender would otherwise have been entitled
      to
      recover from any one or more of the Borrowers whose obligation becomes void,
      voidable, unenforceable or ineffective.

     

    It
      is the intent of
      each Borrower that the Indebtedness, obligations and liability hereunder of
      no
      one of them be subject to challenge on any basis, including, without limitation,
      pursuant to any applicable fraudulent conveyance or fraudulent transfer laws.
      Accordingly, as of the date hereof, the liability of each Borrower under this
      Section 11.17, together with all of its other liabilities to all Persons as
      of
      the date hereof and as of any other date on which a transfer or conveyance
      is
      deemed to occur by virtue of this Agreement, calculated in amount sufficient
      to
      pay its probable net liabilities on its existing Indebtedness as the same become
      absolute and matured (“Dated
      Liabilities”)
      is, and is to
      be, less than the amount of the aggregate of a fair valuation of its property
      as
      of such corresponding date (“Dated
      Assets”).
      To this end,
      each Borrower under this Section 11.17, (a) grants to and recognizes in each
      other Borrower, ratably, rights of subrogation and contribution in the amount,
      if any, by which the Dated Assets of such Borrower, but for the aggregate of
      subrogation and contribution in its favor recognized herein, would exceed the
      Dated Liabilities of such Borrower or, as the case may be, (b) acknowledges
      receipt of and recognizes its right to subrogation and contribution ratably
      from
      each of the other Borrowers in the amount, if any, by which the Dated
      Liabilities of such Borrower, but for the aggregate of subrogation and
      contribution in its favor recognized herein, would exceed the Dated Assets
      of
      such Borrower under this Section 11.17. In recognizing the value of the Dated
      Assets and the Dated Liabilities, it is understood that Borrowers will
      recognize, to at least the same extent of their aggregate recognition of
      liabilities hereunder, their rights to subrogation and contribution hereunder.
      It is a material objective of this Section 11.17 that each Borrower recognizes
      rights to subrogation and contribution rather than be deemed to be insolvent
      (or
      in contemplation thereof) by reason of an arbitrary interpretation of its joint
      and several obligations hereunder. In addition to and not in limitation of
      the
      foregoing provisions of this Section 11.17, the Borrowers and Lenders hereby
      agree and acknowledge that it is the intent of each Borrower and of each Lender
      that the obligations of each Borrower hereunder be in all respects in compliance
      with, and not be voidable pursuant to, applicable fraudulent conveyance and
      fraudulent transfer laws.

     

    11.18.  USA
      Patriot Act
      Notice. 
Each
      Lender
      and the Administrative Agent (for itself and not on behalf of any Lender) hereby
      notifies the Borrower that pursuant to the requirements of the USA Patriot
      Act
      (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”),
      it is required
      to obtain, verify and record information that identifies each Borrower, which
      information includes the name and address of each Borrower and other information
      that will allow such Lender or the Administrative Agent, as applicable, to
      identify such Borrower in accordance with the Act.

     

    [Remainder
      of Page
      Intentionally Left Blank]

     

    


     


    
      
        
          EPC
            Credit
            Agreement 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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


    

     

    
      	 	 	 
	 	EL
              PASO PRODUCTION OIL & GAS USA, L.P. 
	 	 
	 	By:	El
              Paso Production Oil & Gas Company, General Partner
	 
 	 
 	 
 
	 	  
              By:	/s/
              Gene T. Waguespack
	 	  
              Name:	
              

              Gene T. Waguespack
	 	  
              Title:	Senior
              Vice
              President, Treasurer and Contorller


    

     

     

    



    
      
        
          EPC
            Credit
            Agreement 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        	
              	 	 
	 	FORTIS
                CAPITAL CORP.,
	 	
                As
                  Administrative Agent, Arranger, Bookrunner, 

                Issuing
                  Lender and as Lender

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


      

      

        
          	 	 	 
	 	By:  	/s/ Casey
                  Lowary
	 	Name:	
                  

                  Casey Lowary
	 	Title:	 Senior
                  Vice President


        

         

      

    

    
 

    


     

    


     


    
      
        
          EPC
            Credit
            Agreement 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Schedule
      1.1(a)

     

    COMMITMENTS

     

    


     

    Lender       Commitment

     

    Fortis
      Capital
      Corp. $400,000,000.00(100%)

     

    $400,000,000.00(100%)

    


    


     


    
      
        
          EPC
            Credit
            Agreement Schedule
            1.1(a)-

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


     

    
       

       

      
 

    

    EXHIBIT
      A

     

    NOTE

     

    $_______________November
      ___,
      2005

     

    FOR
      VALUE RECEIVED,
      the undersigned, EL PASO CORPORATION, a Delaware corporation and EL PASO
      PRODUCTION OIL & GAS USA, L.P., a Delaware limited partnership, (the
“Borrowers”),
      hereby
      unconditionally promise to pay, on a joint and several basis, to the order
      of
      _______________________ (the “Lender”)
      at the offices
      of Fortis Capital Corp., located at Millennium I, 15455 North Dallas Parkway,
      Suite 1400, Addison, Texas 75001, in lawful money of the United States of
      America and in immediately available funds, on the Termination Date, the
      principal amount of (a) ___________________________________ ($__________),
      or,
      if less, (b) the aggregate unpaid principal amount of all Loans made by the
      Lender to the Borrowers pursuant to subsection 2.1 of the Credit Agreement,
      as
      hereinafter defined. The Borrowers further agree to pay interest in like money
      at such office on the unpaid principal amount hereof from time to time
      outstanding at the rates and on the dates specified in subsections 4.1 through
      4.3 of such Credit Agreement.

     

    The
      holder of this
      Note is authorized to endorse on the schedules annexed hereto and made a part
      hereof or on a continuation thereof which shall be attached hereto and made
      a
      part hereof the date, type and amount of each Loan made pursuant to the Credit
      Agreement and the date and amount of each payment or prepayment of principal
      and, in the case of Eurodollar Loans, the length of each Interest Period with
      respect thereto. Each such endorsement shall constitute prima facie
      evidence of the
      accuracy of the information endorsed. The failure to make any such endorsement
      shall not affect the obligations of the Borrower in respect of such
      Loan.

     

    This
      Note (a) is
      one of the Notes referred to in the Credit Agreement, dated as of November
      3,
      2005 (as amended, supplemented or otherwise modified from time to time, the
      “Credit
      Agreement”),
      among the
      Borrowers, Fortis Capital Corp. as Administrative Agent, and the Lender, the
      other banks and financial institutions from time to time parties thereto, (b)
      is
      subject to the provisions of the Credit Agreement, and (c) is subject to
      optional and mandatory prepayment in whole or in part as provided in the Credit
      Agreement. This Note is secured as provided in the Loan Documents. Reference
      is
      hereby made to the Loan Documents for a description of the security, the terms
      of and conditions upon which the security interests were granted and the rights
      of the holder of this Note in respect thereof.

     

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

     

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

     

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

     

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

     

    EL
      PASO CORPORATION

    


    


    By: 

    Name: 

    Title:
 

    


    


    EL
      PASO PRODUCTION OIL & GAS USA, L.P.

    


    


    By: El
      Paso Production
      Oil & Gas Company,

    its
      General
      Partner

    


    By:

    Name:

    Title:
      

    


     

    


     


    
      
        
          EPC
            Credit
            Agreement Exhibit
            A- 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

     

    FORM
      OF
      CLOSING CERTIFICATE

     

    Pursuant
      to
      subsection 6.1(c) of the Credit Agreement, dated as of November 3, 2005 (the
      “Agreement;”
terms
      defined
      therein being used herein as therein defined), among EL PASO CORPORATION, a
      Delaware corporation, and EL PASO PRODUCTION OIL & GAS USA, L.P., a Delaware
      limited partnership (the “Borrowers”),
      the several
      banks and financial institutions and other entities from time to time parties
      to
      the Agreement (collectively, the “Lenders”)
      and Fortis
      Capital Corp., as Administrative Agent for the Lenders, the undersigned
      Responsible Officer of each of the Borrowers hereby certifies, in its capacities
      as such, as follows:

     

    1. Each
      of the
      representations and warranties made by each Loan Party in or pursuant to the
      Loan Documents is true and correct on and as of the date hereof as if made
      on
      and as of such date (unless such representation or warranty is stated to relate
      to a specific earlier date, in which case such representation or warranty is
      true and correct as of such earlier date).

     

    2. No
      Default or Event
      of Default has occurred and is continuing as of the date hereof or after giving
      effect to any Extensions of Credit requested to be made on the date
      hereof.

     

    3. No
      events or events
      which, individually or in the aggregate, have had or is reasonably likely to
      have a Material Adverse Effect has occurred.

     


    
      
        
          EPC
            Credit
            Agreement Exhibit
            B-

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the undersigned has hereunto executed this certificate on behalf of each
      Borrower and not individually.

     

    EL
      PASO CORPORATION

    


    


    By: 

    Name: 

    Title:
 

    


    


    EL
      PASO PRODUCTION OIL & GAS USA, L.P.

    


    


    By: El
      Paso Production
      Oil & Gas Company,

    its
      General
      Partner

    


    By:

    Name:

    Title:
      

    Date: _________________________

     

    


     

    


     

    


     


    
      
        
          EPC
            Credit
            Agreement Exhibit
            B-

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      C

     

    FORM
      OF
      ASSIGNMENT AND ACCEPTANCE

     

    Reference
      is made
      to the Credit Agreement, dated as of November 3, 2005 (as amended and in effect
      on the date hereof, the “Credit
      Agreement”),
      among EL PASO
      CORPORATION, a Delaware corporation, and EL PASO PRODUCTION OIL & GAS USA,
      L.P., a Delaware limited partnership (the “Borrowers”),
      the several
      banks, financial institutions, and other entities from time to time parties
      to
      the Credit Agreement (collectively, the “Lenders”),
      and Fortis
      Capital Corp. as Administrative Agent for the Lenders. Terms defined in the
      Credit Agreement are used herein with the same meanings.

     

    The
      Assignor named
      below hereby sells and assigns, without recourse, to the Assignee named below,
      and the Assignee hereby purchases and assumes, without recourse, from the
      Assignor, effective as of the Assignment Date set forth below, the interests
      set
      forth below (the “Assigned
      Interest”)
      in the
      Assignor’s rights and obligations under the Credit Agreement including, without
      limitation, the interests set forth below in the Commitment of the Assignor
      of
      the Assignment Date and Loans owing to the Assignor which are outstanding on
      the
      Assignment Date, but excluding accrued interest and fees to and excluding the
      Assignment Date. The Assignee hereby acknowledges receipt of a copy of the
      Credit Agreement. From and after the Assignment Date (i) the Assignee shall
      be a
      party to and be bound by the provisions of the Credit Agreement and, to the
      extent of the Assigned Interest, have the rights and obligations of a Lender
      thereunder, and (ii) the Assignor shall, to the extent of the Assigned Interest,
      relinquish its rights and be released from its obligations under the Credit
      Agreement.

     

    This
      Assignment and
      Acceptance is being delivered to the Administrative Agent together with (i)
      if
      the Assignee is a Non-U.S. Lender, any documentation required to be delivered
      by
      the Assignee pursuant to subsection 4.13(b) of the Credit Agreement, duly
      completed and executed by the Assignee, and (ii) if the Assignee is not already
      a Lender under the Credit Agreement, an Administrative Questionnaire in the
      form
      supplied by the Administrative Agent, duly completed by the Assignee. The
      [Assignee/Assignor] shall pay any fee payable to the Administrative Agent
      pursuant to subsection 11.6(e) of the Credit Agreement.

     

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

     

    Date
      of
      Assignment:

    Legal
      Name of
      Assignor:

    


    Legal
      Name of
      Assignee:

    


    Assignee’s
      Address
      for Notices:

    


    Effective
      Date of
      Assignment

    (“Assignment
      Date”)


    
      
        
          EPC
            Credit
            Agreement Exhibit
            C-

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Percentage
      of 

    Principal
      Amount Assigned Commitment
      Assigned

    


    Commitment
      Assigned: $_______________ 
      $_______________*

    


    The
      terms set forth
      above are hereby agreed to:

     

    [Name
      of Assignor],
      as Assignor

    


    By: _________________________________

    Name: _________________________________

    Title: _________________________________

    


    


    [Name
      of Assignee],
      as Assignee

    


    By: _________________________________

    Name: _________________________________

    Title: _________________________________

    


    The
      undersigned
      hereby consent to the within assignment:

     

    El
      Paso
      Corporation    Fortis
      Capital
      Corp., as Administrative Agent

    


    By: ____________________________ By: ____________________________

    Name: ____________________________ Name: ____________________________

    Title: ____________________________ Title: ____________________________

    


    


    El
      Paso Production
      Oil & Gas USA, L.P.

    


    By: El
      Paso Production
      Oil & Gas Company,

    its
      General
      Partner

    


    By:  

    Name:  

    Title:
  

    



    
      
        
          EPC
            Credit
            Agreement Exhibit
            C-