Exhibit 10.B


     

    EXHIBIT
      10.B

     

    [EXECUTION
      COPY]

    


    


    


    
      
        

      



    


    


    


    


    


    


    SECOND
      TIER

    RECEIVABLES
      SALE
      AGREEMENT

    


    


    dated
      as of
      November 3, 2006

    


    


    between

    


    


    CIG
      FINANCE
      COMPANY, L.L.C.,

    as
      Seller

    


    


    and

    


    


    CIG
      FUNDING
      COMPANY, L.L.C.,

    as
      Buyer

    


    


    


    


    


    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




    

      Table
        of
        Contents

       

      
        	 	 	
                Page

              
	 	 	 
	
                ARTICLE
                  I

              	
                AMOUNTS
                  AND
                  TERMS 

              	
                2

              
	 	
                Section
                  1.1.
                  

              	
                Purchase
                  of
                  Receivables

              	
                2

              
	 	
                Section
                  1.2.

              	
                Payment
                  for
                  the Purchases

              	
                3

              
	 	
                Section
                  1.3.
                  

              	
                Purchase
                  Price Credit and other Adjustments

              	
                4

              
	 	
                Section
                  1.4.
                  

              	
                Payments
                  and
                  Computations, Etc.

              	
                5

              
	 	
                Section
                  1.5.
                  

              	
                Transfer
                  of
                  Records

              	
                5

              
	 	
                Section
                  1.6.
                  

              	
                Rights
                  under
                  Lock-Boxes, Blocked Accounts and First Tier Sale Agreement

              	
                5

              
	 	
                Section
                  1.7.
                  

              	
                Characterization

              	
                6

              
	
                 

              	 	
                 

              
	
                ARTICLE
                  II

              	
                REPRESENTATIONS
                  AND WARRANTIES 

              	
                6

              
	 	
                Section
                  2.1.
                  

              	
                Representations
                  and Warranties of Finance LLC

              	
                6

              
	
                 

              	 	
                 

              
	
                ARTICLE
                  III

              	
                CONDITIONS
                  OF
                  PURCHASE 

              	
                10

              
	 	
                Section
                  3.1.
                  

              	
                Condition
                  Precedent to Purchases

              	
                10

              
	
                 

              	 	
                 

              
	
                ARTICLE
                  IV

              	
                COVENANTS 

              	
                10

              
	 	
                Section
                  4.1.
                  

              	
                Affirmative
                  Covenants of Finance LLC

              	
                10

              
	 	
                Section
                  4.2.
                  

              	
                Negative
                  Covenants of Finance LLC

              	
                16

              
	
                 

              	 	
                 

              
	
                ARTICLE
                  V

              	
                TERMINATION
                  EVENTS 

              	
                17

              
	 	
                Section
                  5.1.
                  

              	
                Termination
                  Events

              	
                17

              
	 	
                Section
                  5.2.
                  

              	
                Remedies

              	
                18

              
	
                 

              	 	
                 

              
	
                ARTICLE
                  VI

              	
                INDEMNIFICATION 

              	
                19

              
	 	
                Section
                  6.1.
                  

              	
                Indemnities
                  by Finance LLC 

              	
                19

              
	 	
                Section
                  6.2.
                  

              	
                Other
                  Costs
                  and Expenses 

              	
                21

              
	
                 

              	 	
                 

              
	
                ARTICLE
                  VII

              	
                MISCELLANEOUS 

              	
                21

              
	 	
                Section
                  7.1.
                  

              	
                Waivers
                  and
                  Amendments

              	
                21

              
	 	
                Section
                  7.2.
                  

              	
                Notices 

              	
                22

              
	 	
                Section
                  7.3.
                  

              	
                Protection
                  of
                  Ownership Interests of Buyer 

              	
                22

              
	 	
                Section
                  7.4.
                  

              	
                Confidentiality 

              	
                22

              
	 	
                Section
                  7.5.
                  

              	
                Bankruptcy
                  Petition 

              	
                23

              
	 	
                Section
                  7.6.
                  

              	
                CHOICE
                  OF
                  LAW 

              	
                23

              
	 	
                Section
                  7.7.
                  

              	
                CONSENT
                  TO
                  JURISDICTION 

              	
                23

              
	 	
                Section
                  7.8.
                  

              	
                WAIVER
                  OF
                  JURY TRIAL 

              	
                24

              
	 	
                Section
                  7.9.
                  

              	
                Integration;
                  Binding Effect; Survival of Terms 

              	
                24

              
	 	
                Section
                  7.10.
                  

              	
                Counterparts;
                  Severability; Section References 

              	
                24

              


      

      




     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
 

    COLORADO
      INTERSTATE
      GAS COMPANY

    


    SECOND
      TIER

    RECEIVABLES
      SALE
      AGREEMENT

    


    


    THIS
      SECOND TIER
      RECEIVABLES SALE AGREEMENT, dated as of November 3, 2006, is by and between
      CIG
      FINANCE COMPANY, L.L.C., a Delaware limited liability (“Finance
      LLC”),
      and CIG FUNDING
      COMPANY, L.L.C., a Delaware limited liability company (“Buyer”).
      Unless defined
      elsewhere herein, capitalized terms used in this Agreement shall have the
      meanings assigned to such terms in, or as otherwise provided in, Exhibit I.

     

    PRELIMINARY
      STATEMENTS

    


    Finance
      LLC is
      party to that certain First Tier Receivables Purchase Agreement dated as of
      November 3, 2006 (as the same may from time to time hereafter be amended,
      supplemented, restated or otherwise modified, the “First
      Tier Sale
      Agreement”)
      between Colorado
      Interstate Gas Company, a Delaware corporation (“Originator”),
      and Finance
      LLC, pursuant to which Originator will sell and assign to Finance LLC, and
      Finance LLC will purchase from Originator, all of Originator’s right, title and
      interest in and to Receivables, together with the Related Security and
      Collections with respect thereto. Finance LLC wishes to sell and assign to
      Buyer, and Buyer wishes to purchase from Finance LLC, immediately following
      the
      purchase of Receivables from Originator, all of Finance LLC’s right, title and
      interest in and to such Receivables, together with the Related Security and
      Collections with respect thereto. Finance LLC and Buyer intend the transactions
      contemplated hereby to be true sales of the Receivables from Finance LLC to
      Buyer, providing Buyer with the full benefits of ownership of the Receivables,
      and Finance LLC and Buyer do not intend these transactions to be, or for any
      purpose (other than the Intended Characterization) to be characterized as,
      loans
      from Buyer to Finance LLC. Immediately following the purchase of Receivables
      from Finance LLC, Buyer will (i) issue undivided interests (intended to
      constitute senior beneficial interests) in such Receivables and the associated
      Related Security and Collections (the “Investor
      Interests”)
      pursuant to that
      certain Receivables Purchase Agreement dated as of November 3, 2006 (as the
      same
      may from time to time hereafter be amended, supplemented, restated or otherwise
      modified, the “Purchase
      Agreement”)
      among Buyer,
      Colorado Interstate Gas Company, as Servicer, the “Investors” and “Managing
      Agents” from time to time party thereto and BNP Paribas, New York Branch, as
      Program Agent (in such capacity, and including any successor agent appointed
      pursuant to the terms of the Purchase Agreement, the “Program
      Agent”),
      and (ii) issue
      an undivided interest (intended to constitute a junior beneficial interest)
      in
      such Receivables and the associated Related Security and Collections (the
“Junior
      Interest”)
      to Finance
      LLC.

     

    ARTICLE
      I 

     

    AMOUNTS
      AND
      TERMS

     

    Section
      1.1.  Purchase
      of
      Receivables.

     

    (a)  Upon
      the terms and
      subject to the conditions hereof, Buyer hereby agrees to purchase, and Finance
      LLC hereby agrees to sell, all of Finance LLC’s right, title and interest in and
      to all of its Receivables (each such transaction, a “Purchase”).
      On the date of
      Finance LLC’s initial purchase of Receivables from Originator pursuant to the
      First Tier Sale Agreement (the “Initial
      Purchase Date”),
      Buyer shall
      purchase, and Finance LLC shall sell, transfer and convey, all of Finance LLC’s
      right, title and interest in and to all Receivables then outstanding, together
      with all Related Security relating thereto and all Collections thereof. On
      each
      Business Day thereafter until the Termination Date, Buyer shall purchase, and
      Finance LLC shall sell, transfer and convey, all of Finance LLC’s right, title
      and interest in and to all Receivables which were not previously purchased
      by
      Buyer hereunder, together in each case with all Related Security relating
      thereto and all Collections thereof. Prior to making the initial Purchase
      hereunder, Buyer may request of Finance LLC, and Finance LLC shall deliver,
      such
      approvals, opinions, information, reports or documents as Buyer may reasonably
      request.

     

    (b)  It
      is the intention
      of the parties hereto that each Purchase of Receivables made hereunder shall
      constitute a “sale of accounts” (as such term is used in Article 9 of the
      UCC), which sales are absolute and irrevocable and shall provide Buyer with
      the
      full benefits of ownership of the Receivables. Except for the Purchase Price
      Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to
      Section 1.3,
      each sale of
      Receivables hereunder is made without recourse to Finance LLC; provided
      that (i) Finance
      LLC shall be liable to Buyer for all representations, warranties and covenants
      made by Finance LLC pursuant to the terms of the Transaction Documents to which
      Finance LLC is a party, and (ii) such sale does not constitute and is not
      intended to result in an assumption by Buyer or any assignee thereof of any
      obligation of Finance LLC or any other Person arising in connection with the
      Receivables, the related Contracts, the Related Security or any other
      obligations of Finance LLC. In view of the intention of the parties hereto
      that
      the Purchases of Receivables made hereunder shall constitute sales of such
      Receivables rather than loans secured thereby, Finance LLC agrees, on or prior
      to the Initial Purchase Date and in accordance with Section 4.1(f)(ii),
      to mark its
      master data processing records relating to the Receivables with a legend
      acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing
      that Buyer has purchased such Receivables as provided in this Agreement and
      to
      note in its financial statements that the Receivables have been sold to Buyer.
      Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Finance
      LLC will execute and file such financing or continuation statements, or
      amendments thereto or assignments thereof, and such other instruments or
      notices, as may be necessary or appropriate to perfect and maintain the
      perfection of Buyer’s ownership interest in the Receivables and the Related
      Security and Collections with respect thereto, or as Buyer or the Program Agent
      (as Buyer’s assignee) may reasonably request.

     

    Section
      1.2.  Payment
      for the
      Purchases.

     

    (a)  The
      Purchase Price
      for each Purchase of Receivables on the Initial Purchase Date in existence
      on
      the Initial Purchase Date shall be payable in full by Buyer to Finance LLC
      on
      such date, and shall be paid to Finance LLC in the following
      manner:

     

    (i)  by
      delivery of
      immediately available funds, to the extent of funds made available to Buyer
      in
      connection with its subsequent issue of Investor Interests under the Purchase
      Agreement (including Reinvestments thereunder) after the payment of its
      operating costs and any amounts payable under the Purchase Agreement; and


     

    (ii)  the
      balance, by
      issuing the Junior Interest to Seller.

     

    The
      Purchase Price
      for each Receivable purchased by Finance LLC pursuant to the First Tier Sale
      Agreement after the Initial Purchase Date shall be due and owing in full by
      Buyer to Finance LLC or its designee on the date each such Receivable is
      purchased by Finance LLC (except that Buyer may, with respect to any such
      Purchase Price, offset against such Purchase Price any amounts owed by Finance
      LLC to Buyer hereunder and which have become due but remain unpaid) and shall
      be
      paid to Finance LLC in the manner provided in the following paragraphs (b)
      and (c).

     

    (b)  With
      respect to any
      Receivables purchased by Finance LLC pursuant to the First Tier Sale Agreement,
      Buyer shall pay the Purchase Price therefor in the following manner:


     

    (i)  first,
      by delivery of
      immediately available funds on the Business Day on which purchase occurs to
      the
      extent of funds available to Buyer from its subsequent issue of Investor
      Interests under the Purchase Agreement (including Reinvestments thereunder)
      or
      other cash on hand;

     

    (ii)  second,
      on a deferred
      basis in the manner provided in the following paragraph (c);
      and

     

    (iii)  third,
      unless Buyer has
      declared the Termination Date to have occurred pursuant to Section 5.2,
      by an increase in
      the amount of the Junior Interest equal to the remaining unpaid balance of
      such
      Purchase Price.

     

    (c)  Although
      the
      Purchase Price for each Receivable purchased by Buyer pursuant to this Agreement
      after the Initial Purchase Date shall be due and payable in full by Buyer to
      Finance LLC on the date such Receivable was so purchased, settlement of the
      cash
      portion of the Purchase Price between Buyer and Finance LLC for purchases
      occurring during any Monthly Period shall be deferred, to the extent Buyer
      does
      not have funds available from its subsequent issue of Investor Interests under
      the Purchase Agreement (including Reinvestments thereunder) or other cash on
      hand on such Business Day and settled, with respect to all Receivables purchased
      by Buyer during such Monthly Period, on each subsequent Business Day on or
      prior
      to the next following Monthly Settlement Date to the extent of funds available
      to Buyer on such Business Day from subsequent issue of Investor Interests under
      the Purchase Agreement (including Reinvestments thereunder) or other cash on
      hand. Although settlement of the cash portion of the Purchase Price for
      Receivables shall be effected on a deferred basis as provided herein, any
      increase in the Junior Interest pursuant to clause (iii)
      of Section 1.2(b)
      in connection with
      the purchase thereof by Buyer shall be deemed to have occurred and shall be
      effective as of the Business Day on which such purchase occurred.

     

    (d)  From
      and after the
      Termination Date, Finance LLC shall not be obligated to (but may, at Finance
      LLC’s option) sell Receivables to Buyer on the terms of this
      Agreement.

     

    Section
      1.3.  Purchase
      Price
      Credit and other Adjustments.

     

    (a)  If
      on any
      day:

     

    (i)  the
      Net Outstanding
      Balance of a Receivable (other than the portion thereof constituting an
      Additional Amount) is:

     

    (A) reduced
      as a result
      of any defective or rejected goods or services, any discount or any adjustment
      (including as a result of billing errors or rate adjustments) or otherwise
      by
      Originator or Finance LLC (other than cash Collections on account of the
      Receivables), or

    


    (B) reduced
      or canceled
      as a result of a setoff in respect of any claim by any Person (whether such
      claim arises out of the same or a related transaction or an unrelated
      transaction), or

    


    (ii)  any
      of the
      representations and warranties set forth in Article II
      of the First Tier
      Sale Agreement are no longer true with respect to any Receivable (unless such
      untrue representation or warranty affects only any portion thereof constituting
      an Additional Amount),

     

    then,
      in such
      event, (i) unless Originator elects to repurchase such Receivable from Finance
      LLC pursuant to clause (y) of Section 1.3(a)
      of the First Tier
      Sale Agreement, Buyer shall be entitled to a credit (each, a “Purchase
      Price
      Credit”)
      equal to the
      amount of the Purchase Price Credit (as defined in the First Tier Sale
      Agreement) to which Finance LLC is entitled to receive with respect to such
      Receivable pursuant to Section 1.3(a)
      of the First Tier
      Sale Agreement, or (ii) if Originator elects to repurchase such Receivable
      from
      Finance LLC pursuant to clause (y) of Section 1.3(a)
      of the First Tier
      Sale Agreement, Finance LLC shall repurchase such Receivable from Buyer, without
      recourse, representation or warranty, for a repurchase price (each, a
“Repurchase
      Price”)
      equal to the
      Repurchase Price (as defined in the First Tier Sale Agreement) to which Finance
      LLC is entitled to receive with respect to such Receivable pursuant to
Section 1.3(a)
      of the First Tier
      Sale Agreement. The aggregate Purchase Price Credits and Repurchase Prices
      payable with respect to any day shall be due and payable within two Business
      Days after such day and shall (i) first be applied as a credit against the
      Purchase Price for the Receivables to be purchased by Buyer on the date of
      the
      payment thereof up to the amount of the cash portion thereof otherwise available
      to be paid to Finance LLC in cash pursuant to clause
      (i)
      or (ii)
      of Section 1.2(b)
      and (ii) second,
      to the extent of the balance thereof, paid by Finance LLC for the account of
      Buyer and its assigns on such date (but solely from cash payments received
      by
      Finance LLC from Originator pursuant to Section 1.3(a)
      of the First Tier
      Sale Agreement) by wire transfer of immediately available funds to the
      Collection Account maintained under the Purchase Agreement.

     

    (b)  On
      each day on
      which there is a Special Adjustment Amount payable under the Purchase Agreement,
      Buyer shall be entitled to a purchase price adjustment credit (each, a
“Special
      Adjustment Credit”)
      equal to the
      amount of such Special Adjustment Amount, which shall be due and payable on
      such
      day shall (i) first be applied as a credit against the Purchase Price for the
      Receivables to be purchased by Buyer on the date of the payment thereof up
      to
      the amount of the cash portion thereof otherwise available to be paid to
      Originator in cash pursuant to clause
      (i)
      or (ii)
      of Section 1.2(b),
      after giving
      effect to any reductions therein pursuant to Section 1.3(a),
      and (ii) second,
      to the extent of the balance thereof, paid in cash by Finance LLC to Buyer
      on
      such date (but solely from cash payments received by Finance LLC from Originator
      pursuant to Section 1.3(b)
      of the First Tier
      Sale Agreement).

     

    Section
      1.4.  Payments
      and
      Computations, Etc.
      All amounts to be
      paid or deposited by Buyer to Finance LLC hereunder shall be paid or deposited
      in accordance with the terms hereof on the day when due in immediately available
      funds to the account of Finance LLC as is designated from time to time by
      Finance LLC or as otherwise directed by Finance LLC. All amounts to be paid
      by
      Finance LLC to Buyer hereunder shall be paid in accordance with the terms hereof
      on the day when due in immediately available funds for the account of Buyer
      and
      its assigns to the Collection Account maintained under the Purchase Agreement
      or
      as otherwise directed by Buyer with the consent of the Program Agent. In the
      event that any payment owed by any Person hereunder becomes due on a day that
      is
      not a Business Day, then such payment shall be made on the next succeeding
      Business Day. If any Person fails to pay any amount hereunder when due, such
      Person agrees to pay, on demand, the Default Fee in respect thereof until paid
      in full; provided
      that such Default
      Fee shall not at any time exceed the maximum rate permitted by applicable law.
      All computations of interest payable hereunder shall be made on the basis of
      a
      year of 360 days for the actual number of days (including the first but
      excluding the last day) elapsed. 

     

    Section
      1.5.  Transfer
      of
      Records. 

     

    (a)  In
      connection with
      the Purchase of Receivables hereunder, Finance LLC hereby sells, transfers,
      assigns and otherwise conveys to Buyer all of Finance LLC’s right and title to
      and interest in the Records (to the extent assignable) relating to all
      Receivables sold hereunder, without the need for any further documentation
      in
      connection with the Purchase.

     

    (b)  Finance
      LLC shall
      take such action reasonably requested by Buyer or the Program Agent (as Buyer’s
      assignee), from time to time hereafter, that may be necessary or appropriate
      to
      ensure that Buyer and its assigns under the Purchase Agreement have an
      enforceable ownership interest in the Records (to the extent assignable)
      relating to the Receivables purchased from Finance LLC hereunder.

     

    Section
      1.6.  Rights
      under
      Lock-Boxes, Blocked Accounts and First Tier Sale Agreement.
      In consideration
      of Buyer’s purchase of Receivables hereunder, Finance LLC hereby sells and
      assigns to Buyer, all of Finance LLC’s rights under, in and to (but none of its
      obligations under) (a) each Lock-Box and Blocked Account and (b) the First
      Tier
      Receivables Sale Agreement (including (i) all payment rights thereunder, (ii)
      all rights to indemnification or reimbursement or similar rights arising
      thereunder, (iii) all representations and warranties made by Originator
      thereunder, and (iv) all UCC financing statements filed pursuant thereto),
      and
      all proceeds of thereof. In connection with such sale and assignment, Finance
      LLC agrees that Buyer and its assigns shall have the right to enforce Finance
      LLC’s rights and remedies under the First Tier Sale Agreement, to receive all
      amounts payable thereunder or in connection therewith, to consent to amendments,
      modifications or waivers thereof, and to direct, instruct or request any action
      thereunder, but in each case without any obligation on the part of Buyer or
      its
      assigns or any of its or their respective Affiliates to perform any of the
      obligations of Finance LLC under the First Tier Sale Agreement. From and after
      the occurrence of a Termination Event and during the continuance thereof, Buyer
      or its assigns shall have the exclusive right to direct the enforcement by
      Finance LLC of its rights under the First Tier Sale Agreement. Without limiting
      the generality of the foregoing, Finance LLC shall not consent to the
      eligibility of Excluded Receivables as Receivables under the First Tier Sale
      Agreement without the prior consent of Buyer.

     

    Section
      1.7.  Characterization.
      If,
      notwithstanding the intention of the parties expressed in Section 1.1(b),
      any sale or
      contribution by Finance LLC to Buyer of Receivables hereunder shall be
      characterized as a secured loan and not a sale or such sale shall for any reason
      be ineffective or unenforceable, then this Agreement shall be deemed to
      constitute a security agreement under the UCC and other applicable law. For
      this
      purpose and without being in derogation of the parties’ intention that each sale
      of Receivables hereunder shall constitute a true sale thereof, Finance LLC
      hereby grants to Buyer a duly perfected security interest in all of Finance
      LLC’s right, title and interest in, to and under all of the Receivables
      purchased or intended to be purchased by Buyer hereunder now existing and
      hereafter arising, all Collections, Related Security and Records with respect
      thereto, each Lock-Box and Blocked Account and all agreements related thereto,
      all of Finance LLC’s rights under, in and to the First Tier Receivables Sale
      Agreement (including (a) all payment rights thereunder, (b) all rights to
      indemnification arising thereunder, (c) all representations and warranties
      made
      by Originator thereunder, and (d) all UCC financing statements filed pursuant
      thereto), and all proceeds of the foregoing, which security interest shall
      be
      prior to all other Adverse Claims thereto. After the occurrence of a Termination
      Event, Buyer and its assigns shall have, in addition to the rights and remedies
      which they may have under this Agreement, all other rights and remedies provided
      to a secured creditor after default under the UCC and other applicable law,
      which rights and remedies shall be cumulative.

     

    ARTICLE
      II 

     

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.1.  Representations
      and Warranties of Finance LLC.
      Finance LLC
      hereby represents and warrants to Buyer that:

     

    (a)  Existence
      and
      Power.
      It is a limited
      liability company duly formed, validly existing and in good standing under
      the
      laws of its state of organization, and is duly qualified to do business and
      is
      in good standing as a foreign entity, and has and holds all power and all
      governmental licenses, authorizations, consents and approvals required to carry
      on its business in each jurisdiction in which its business is conducted except
      where the failure to so qualify or so hold could not reasonably be expected
      to
      have a Material Adverse Effect.

     

    (b)  Power
      and
      Authority; Due Authorization; Execution and Delivery.
      The execution and
      delivery by it of this Agreement and each other Transaction Document to which
      it
      is a party, the performance of its obligations hereunder and thereunder and
      its
      use of the proceeds of the Purchases made hereunder, are within its powers
      and
      authority and have been duly authorized by all necessary action on its part.
      This Agreement and each other Transaction Document to which it is a party have
      been duly executed and delivered by it.

     

    (c)  No
      Conflict.
      The execution and
      delivery by it of this Agreement and each other Transaction Document to which
      it
      is a party, and the performance of its obligations hereunder and thereunder
      do
      not contravene or violate (i) its limited liability company agreement or
      certificate of formation, (ii) any law, rule or regulation applicable to
      it, including the Natural Gas Act, as amended, and the rules and regulations
      of
      FERC thereunder, (iii) any restrictions under any agreement, contract or
      instrument to which it is a party or by which it or any of its property is
      bound, or (iv) any order, writ, judgment, award, injunction or decree
      binding on or affecting it or its property, and do not result in the creation
      or
      imposition of any Adverse Claim on assets of it or its Subsidiaries (except
      as
      created hereunder) except, in any case, where such contravention or violation
      could not reasonably be expected to have a Material Adverse Effect; and no
      transaction contemplated hereby requires compliance with any bulk sales act
      or
      similar law. 

     

    (d)  Governmental
      Authorization.
      No authorization
      or approval or other action by, and no notice to or filing with (except as
      have
      been given, made or obtained), any governmental authority or regulatory body
      (including FERC) is required for the due execution and delivery by it of this
      Agreement and each other Transaction Document to which it is a party and the
      performance of its obligations hereunder and thereunder, except for the filing
      of the financing statements required hereunder, which filings have been duly
      made. It does not, and will not during the term of this Agreement, engage in
      the
      transportation of natural gas in interstate commerce, or the sale in interstate
      commerce of such gas for resale. No authorization or approval or other action
      by, and no notice to or filing with FERC is required for the due execution
      and
      delivery by Buyer of this Agreement and each other Transaction Document to
      which
      it is a party and the performance of its obligations hereunder and
      thereunder.

     

    (e)  Actions,
      Suits.
      There is no
      litigation, action, suit or other legal or governmental proceeding pending,
      or
      to the best of its knowledge, threatened, against or affecting it, or any of
      its
      properties, in equity, or before or by any court, arbitrator or governmental
      authority relating to the transactions under this Agreement which, in any such
      case, could reasonably be expected to have a Material Adverse
      Effect.

     

    (f)  Binding
      Effect.
      This Agreement
      and each other Transaction Document to which it is a party constitute its legal,
      valid and binding obligations, enforceable against it in accordance with their
      respective terms, except as such enforcement may be limited by applicable
      bankruptcy, insolvency, reorganization or other similar laws relating to or
      limiting creditors’ rights generally and by general principles of equity
      (regardless of whether enforcement is sought in a proceeding in equity or at
      law).

     

    (g)  Accuracy
      of
      Information.
      All written
      information heretofore furnished by it or any of its Affiliates to Buyer (or
      its
      assigns) (i) pursuant to any requirement of this Agreement or any of the other
      Transaction Documents or (ii) listed or described on Schedule A hereto, is
      or, when furnished will be, true and accurate in all material respects on the
      date such information is stated or certified and does not and will not, when
      furnished, contain any material misstatement of fact or omit to state a material
      fact or any fact necessary to make the statements contained therein, when taken
      as a whole, not misleading (it being recognized that any projections or
      forecasts provided to Buyer or its assigns are based on estimates and
      assumptions believed in good faith by Financing LLC on the date hereof or (if
      later) the date of delivery to be reasonable as of their date, and that actual
      results during the periods covered by such projections or forecasts may differ
      from projected or forecasted results).

     

    (h)  Use
      of
      Proceeds.
      No proceeds of
      the Purchases hereunder will be used (i) for a purpose that violates, or
      would be inconsistent with, Regulation T, U or X promulgated by the Board of
      Governors of the Federal Reserve System from time to time or (ii) to
      acquire any security in any transaction which is subject to Section 12, 13
      or 14 of the Securities Exchange Act of 1934, as amended.

     

    (i)  Good
      Title.
      Each purchase of
      Receivables by Finance LLC from Originator pursuant to the First Tier Sale
      Agreement was made in good faith and without knowledge of any Adverse Claim
      against the Receivables purchased, except as contemplated by the Transaction
      Documents. Immediately prior to each purchase hereunder, Finance LLC shall
      be
      the legal and beneficial owner of the Receivables and Related Security with
      respect thereto, free and clear of any Adverse Claim, except as contemplated
      by
      the Transaction Documents. There have been duly filed all financing statements
      or other similar instruments or documents necessary under the UCC of all
      appropriate jurisdictions to perfect Finance LLC’s ownership interest in each
      Receivable, its Collections and the Related Security with respect
      thereto.

     

    (j)  Perfection.
      This Agreement,
      together with the filing of the financing statements contemplated hereby, is
      effective to transfer to Buyer (and Buyer shall acquire from it) legal and
      equitable title to, with the right to sell and encumber each Receivable existing
      or hereafter arising, together with the Related Security and Collections with
      respect thereto, free and clear of any Adverse Claim, except as created by
      the
      Transactions Documents. There have been duly filed all financing statements
      or
      other similar instruments or documents necessary under the UCC (or any
      comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership
      interest in the Receivables, the Related Security and the
      Collections.

     

    (k)  Places
      of
      Business etc.
      Its principal
      place of business, chief executive office, jurisdiction of formation and the
      office where it keeps all of its Records are located at the address(es) and
      in
      the jurisdictions listed on Exhibit II
      or such other
      locations of which Buyer and its assigns has been notified in accordance with
      Section 4.2(a)
      and where all
      action required by Section 4.2(a)
      has been taken and
      completed. Its Federal Employer Identification Number and the organizational
      identification number from its jurisdiction of formation are correctly set
      forth
      on Exhibit II.
      In the past five
      years, it has not used any company names, trade names or assumed names other
      than the name in which it has executed this Agreement.

     

    (l)  Material
      Adverse
      Effect.
      Since the date of
      this Agreement, no event has occurred that would reasonably be expected to
      have
      a Material Adverse Effect.

     

    (m)  Ownership
      of
      Buyer.
      Finance LLC owns,
      directly or indirectly, 100% of the issued and outstanding equity interests
      of
      Buyer, free and clear of any Adverse Claim. Such equity interests are validly
      issued, fully paid and nonassessable, and there are no outstanding options,
      warrants or other rights to acquire equity interests or securities of Buyer.
      Finance LLC has not Subsidiaries other than Buyer.

     

    (n)  Not
      an
      Investment Company.
      It is not an
“investment company” within the meaning of the Investment Company Act of 1940,
      as amended, or any successor statute.

     

    (o)  Compliance
      with
      Law.
      It and its
      Subsidiaries have complied in all respects with all applicable laws, rules,
      regulations, orders, writs, judgments, injunctions, decrees or awards to which
      it or they may be subject, except where the failure to so comply could not
      reasonably be expected to have a Material Adverse Effect.

     

    (p)  Taxes.
      It and its
      Subsidiaries have 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 it or such Subsidiary.

     

    (q)  Payments
      to
      Finance LLC, etc.
      With respect to
      each Receivable transferred to Finance LLC under the First Tier Sale Agreement,
      Finance LLC has given reasonably equivalent value to Originator in consideration
      therefor, and such transfer was not made for or on account of an antecedent
      debt. No transfer by Originator of any Receivable under the First Tier Sale
      Agreement is or may be voidable under any section of the Federal Bankruptcy
      Code
      or other statutory provisions or common law or equitable action by any Person.
      No transfer by Finance LLC of any Receivable under this Agreement is or may
      be
      voidable under any section of the Federal Bankruptcy Code or other statutory
      provisions or common law or equitable action by any Person.

     

    (r)  Compliance
      with
      Representations.
      On and as of the
      date of each Purchase and on and as of each subsequent date any Receivable
      is
      purchased by it pursuant to the First Tier Sale Agreement, it hereby represents
      and warrants that all of the other representations and warranties set forth
      in
      this Article II
      are true and
      correct on and as of each such date (and after giving effect to all Receivables
      purchased on each such date) as though made on and as of each such
      date.

     

    In
      addition to the
      representations and warranties set forth above in this Section 2.1,
      Finance LLC
      acknowledges and agrees that Buyer and its assigns, as assignees of the First
      Tier Sale Agreement, have the benefit of the representations and warranties
      of
      Originator set forth therein.

     

    ARTICLE
      III 

     

    CONDITIONS
      OF
      PURCHASE

     

    Section
      3.1.  Condition
      Precedent to Purchases.
      Buyer’s
      obligation to Purchase Receivables on any date shall be subject to the condition
      precedent that the Amortization Date shall not have occurred.

     

    ARTICLE
      IV 

     

    COVENANTS

     

    Section
      4.1.  Affirmative
      Covenants of Finance LLC.
      Until the date on
      which this Agreement terminates in accordance with its terms, Finance LLC hereby
      covenants, as to itself, as set forth below:

     

    (a)  Financial
      Reporting.
      It will maintain,
      for itself and each of its Subsidiaries, a system of accounting established
      and
      administered in accordance with GAAP, and furnish to Buyer (and its
      assigns):

     

    (i)  Annual
      Reporting.
      Within 120 days
      after the close of each of Finance LLC’s fiscal years, unaudited financial
      statements (which shall include balance sheets, statements of income and changes
      in stockholders’ equity and a statement of cash flows) for such fiscal year, all
      certified by a Responsible Officer of Finance LLC as fairly presenting in all
      material respects the financial condition, results of operations and cash flows
      of Finance LLC in accordance with GAAP, subject to the omission of footnote
      disclosure.

     

    (ii)  Quarterly
      Reporting.
      Within 60 days
      after the close of the first three (3) quarterly periods of each of Finance
      LLC’s fiscal years, unaudited balance sheets of Finance LLC as at the close of
      each such period and statements of income and changes in stockholders’ equity
      and an unaudited statement of cash flows for Finance LLC for the period from
      the
      beginning of such fiscal year to the end of such quarter, all certified by
      a
      Responsible Officer of Finance LLC as fairly presenting in all material respects
      the financial condition, results of operations and cash flows of Finance LLC
      in
      accordance with GAAP, subject to normal year-end adjustments and omission of
      footnote disclosure.

     

    (b)  Notices.
      It will notify
      Buyer (and its assigns) in writing of or, if applicable, provide Buyer (and
      its
      assigns) copies of the following:

     

    (i)  Copies
      of
      Notices.
      Promptly upon its
      receipt of any notice, request for consent, financial statements, certification,
      report or other communication under or in connection with any Transaction
      Document from any Person other than Buyer or the Program Agent, copies of the
      same.

     

    (ii)  Other
      Information.
      Promptly, from
      time to time, such other information, documents, records or reports relating
      to
      the Receivables or its ability to perform its obligations under this Agreement
      as Buyer (or its assigns) may from time to time reasonably request in order
      to
      protect the interests of Buyer (and its assigns) under or as contemplated by
      this Agreement.

     

    (c)  It
      will notify
      Buyer in writing of any of the following promptly (and in any case within two
      Business Days) upon a Responsible Officer’s actual knowledge thereof, describing
      the same and, if applicable, the steps being taken with respect
      thereto:

     

    (i)  Termination
      Events or Potential Termination Events.
      Promptly (and in
      any case within two Business Days) upon a Responsible Officer’s actual knowledge
      of each Termination Event and each Potential Termination Event, by a statement
      of one of its Responsible Officers.

     

    (ii)  Judgment
      and
      Proceedings.
      The entry of any
      judgment or decree or the institution of any litigation, arbitration proceeding
      or governmental proceeding against Finance LLC.

     

    (iii)  Material
      Adverse
      Effect.
      The occurrence of
      any event or condition that has, or could reasonably be expected to have, a
      Material Adverse Effect.

     

    (iv)  Termination
      Date.
      The occurrence of
      the “Termination Date” under and as defined in the First Tier Sale
      Agreement.

     

    (d)  Compliance
      with
      Laws and Preservation of Existence.
      It will comply in
      all respects with all applicable laws, rules, regulations, orders, writs,
      judgments, injunctions, decrees or awards to which it may be subject, and will
      obtain and maintain all applicable authorizations or approvals from governmental
      authorities or regulatory bodies (including FERC), except where the failure
      to
      so comply or to obtain or maintain such authorization or approval could not
      reasonably be expected to have a Material Adverse Effect. It will preserve
      and
      maintain its limited liability company existence, rights, franchises and
      privileges in the jurisdiction of its organization, and qualify and remain
      qualified in good standing as a foreign entity in each jurisdiction where its
      business is conducted, except where the failure to so preserve and maintain
      or
      qualify could not reasonably be expected to have a Material Adverse
      Effect.

     

    (e)  Audits.
      It will furnish
      to Buyer and the Program Agent (as Buyer’s assignee) and their respective
      representatives at all times, upon reasonable prior notice, reasonable full
      access during regular business hours to all of its offices and Records
      (wheresoever located, including any repository used to store any such Records),
      as appropriate to verify its compliance with this Agreement, and permit Buyer
      and the Program Agent (as Buyer’s assignee) and their representatives to examine
      and audit the same, and make photocopies and/or computer tape or other digital
      media replicas thereof, and it agrees to render to Buyer and the Program Agent
      (as Buyer’s assignee) and their representatives, at its sole cost and expense,
      such clerical and other assistance as may be reasonably requested with regard
      thereto. Buyer and the Program Agent (as Buyer’s assignee) and their respective
      representatives shall also have the right to discuss its affairs with its
      officers and to verify under appropriate procedures the validity, amount,
      quality, quantity, value and condition of, or any other matter relating to,
      the
      Receivables and the Related Security. Prior to the occurrence of a Termination
      Event, the number and frequency of any such audits by the Program Agent (as
      Buyer’s assignee) shall be limited to such number and frequency as shall be
      reasonable in the exercise of the Program Agent’s reasonable commercial
      judgment, but shall in no event exceed one such audit per year. Each such audit
      shall be at the sole expense of Finance LLC.

     

    (f)  Keeping
      and
      Marking of Records and Books.

     

    (i)  It
      will maintain
      and implement administrative and operating procedures (including an ability
      to
      recreate records evidencing Receivables in the event of the destruction of
      the
      originals thereof), and keep and maintain all documents, books, records and
      other information reasonably necessary or advisable for the collection of all
      Receivables (including records adequate to permit the immediate identification
      of each new Receivable and all Collections of and adjustments to each existing
      Receivable). It will give Buyer (or its assigns) notice of any material change
      in the administrative and operating procedures referred to in the previous
      sentence. 

     

    (ii)  It
      will at all
      times maintain an account in its master records indicating the aggregate amount
      of Receivables sold by it to the Buyer hereunder and pledged by the Buyer to
      the
      Program Agent under the Purchase Agreement.

     

    (g)  Compliance
      with
      Contracts and Credit and Collection Policy.
      It will not take
      any action in contravention in any material respect of the Contracts related
      to
      the Receivables or the Credit and Collection Policy.

     

    (h)  Performance
      and
      Enforcement of First Tier Sale Agreement.
      It will perform
      its obligations and undertakings under and pursuant to the First Tier Sale
      Agreement, will purchase Receivables thereunder in compliance with the terms
      thereof and will, to the extent necessary in its reasonable business judgment,
      enforce the rights and remedies accorded to it under the First Tier Sale
      Agreement, provided,
      that after the
      Termination Date or the occurrence and during the continuation of a Termination
      Event, it shall enforce its rights and remedies under the First Tier Sale
      Agreement at the direction of Buyer (or its assigns). It will take all actions
      to perfect and enforce its rights and interests (and the rights and interests
      of
      its assigns) under the First Tier Sale Agreement as Buyer (or its assigns)
      may
      from time to time reasonably request, including making claims to which it may
      be
      entitled under any indemnity, reimbursement or similar provision contained
      in
      First Tier Sale Agreement.

     

    (i)  Ownership.
      It will take all
      necessary action to establish and maintain, irrevocably in Buyer, legal and
      equitable title to the Receivables, and to the Related Security and the
      Collections with respect to such Receivables, free and clear of any Adverse
      Claims other than Adverse Claims in favor of Buyer (and its assigns) (including
      the filing of all financing statements or other similar instruments or documents
      necessary under the UCC of all appropriate jurisdictions to perfect Buyer’s
      interest in such Receivables, Related Security and Collections and such other
      action to perfect, protect or more fully evidence the interest of Buyer as
      Buyer
      (or its assigns) may reasonably request).

     

    (j)  Investors’
      Reliance.
      Finance LLC
      acknowledges that Buyer and its assigns (including the Investors) are entering
      into the transactions contemplated by this Agreement and the other Transaction
      Documents in reliance upon Finance LLC’s identity as a legal entity that is
      separate from Originator or any Affiliate thereof (each, an “El
      Paso
      Entity”).
      Therefore, from
      and after the date of execution and delivery of this Agreement, Finance LLC
      shall take all reasonable steps, including all steps that Buyer (or its assigns)
      may from time to time reasonably request, to maintain Finance LLC’s identity as
      a separate legal entity and to make it manifest to third parties that Finance
      LLC is an entity with assets and liabilities distinct from those of any El
      Paso
      Entity thereof and not just a division of a El Paso Entity. Without limiting
      the
      generality of the foregoing and in addition to the other covenants set forth
      herein,

     

    (i)  Finance
      LLC
      shall:

     

    (A)  maintain
      books and
      records and bank accounts separate from those of any other Person;

     

    (B)  maintain
      its assets
      in such a manner that it is not costly or difficult to segregate, identify
      or
      ascertain such assets;

     

    (C)  comply
      with all
      organizational formalities necessary to maintain its separate
      existence;

     

    (D)  hold
      itself out to
      creditors and the public as a legal entity separate and distinct from any other
      entity;

     

    (E)  maintain
      separate
      financial statements, showing its assets and liabilities separate and apart
      from
      those of any other Person and not have its assets listed on any financial
      statement of any other Person; except that Finance LLC’s assets may be included
      in a consolidated financial statement of its Affiliate so long as appropriate
      notation is made on such consolidated financial statements to indicate the
      separateness of Finance LLC from such Affiliate and to indicate that Finance
      LLC’s assets and credit are not available to satisfy the debts and other
      obligations of such Affiliate or any other Person;

     

    (F)  prepare
      and file
      its own tax returns separate from those of any Person to the extent required
      by
      applicable law, and pay any taxes required to be paid by applicable
      law;

     

    (G)  allocate
      and charge
      fairly and reasonably any common employee or overhead shared with
      Affiliates;

     

    (H)  not
      enter into any
      transaction with Affiliates except on an arm’s-length basis and pursuant to
      written, enforceable agreements;

     

    (I)  conduct
      business in
      its own name, and use separate stationery, invoices and checks;

     

    (J)  not
      commingle its
      assets or funds with those of any other Person; 

     

    (K)  not
      assume,
      guarantee or pay the debts or obligations of any other Person;

     

    (L)  correct
      any known
      misunderstanding as to its separate identity;

     

    (M)  not
      permit any
      Affiliate to guarantee or pay its obligations; 

     

    (N)  not
      make loans or
      advances to any other person; 

     

    (O)  pay
      its liabilities
      and expenses out of its own funds; 

     

    (P)  maintain
      a
      sufficient number of employees in light of its contemplated business purpose
      and
      pay the salaries of its own employees, if any, only from its own
      funds;

     

    (Q)  maintain
      adequate
      capital in light of its contemplated business purpose, transactions and
      liabilities; provided,
      however,
      that the
      foregoing shall not require the member of Finance LLC to make additional capital
      contributions to Finance LLC;

     

    (R)  cause
      the managers,
      agents and other representatives of Finance LLC to act at all times with respect
      to Finance LLC consistently and in furtherance of the foregoing and in the
      best
      interests of Finance LLC;

     

    (S)  at
      all times have
      an Independent Manager and ensure that all limited liability company actions
      relating to (x) the selection, maintenance or replacement of the Independent
      Manager, (y) the dissolution or liquidation of Finance LLC or (z) the initiation
      of, participation in, acquiescence in or consent to any bankruptcy, insolvency,
      reorganization or similar proceeding involving Finance LLC, are duly authorized
      by unanimous consent of Finance LLC’s members and managers, including the
      Independent Manager; and

     

    (T)  take
      such other
      actions as are reasonably necessary on its part to ensure that the facts and
      assumptions set forth in the opinion issued by Andrews Kurth LLP, as counsel
      for
      Finance LLC, in connection with the closing of this Agreement and relating
      to
      substantive consolidation issues, and in the certificates accompanying such
      opinion, remain true and correct in all material respects at all times;
      and

     

    (ii)  Finance
      LLC shall
      not:

     

    (A)  guarantee
      any
      obligation of any Person, including any Affiliate or become obligated for the
      debts of any other Person or hold out its credit as being available to pay
      the
      obligations of any other Person;

     

    (B)  engage,
      directly or
      indirectly, in any business other than as required or permitted to be performed
      under this Agreement and the First Tier Sale Agreement;

     

    (C)  incur,
      create or
      assume any indebtedness or liabilities other than as expressly permitted under
      this Agreement and the First Tier Sale Agreement;

     

    (D)  make
      or permit to
      remain outstanding any loan or advance to, or own or acquire any stock or
      securities of, any Person other than as permitted under this Agreement and
      the
      First Tier Sale Agreement;

     

    (E)  to
      the fullest
      extent permitted by law, engage in any dissolution, liquidation, consolidation,
      merger, sale or other transfer of any of its assets outside the ordinary course
      of Finance LLC’s business;

     

    (F)  buy
      or hold
      evidence of indebtedness issued by any other Person (other than cash or
      investment-grade securities);

     

    (G)  form,
      acquire or
      hold any subsidiary (whether corporate, partnership, limited liability company
      or other) or own any equity interest in any other entity, except, in each case,
      for Buyer; or

     

    (H)  own
      any asset or
      property other than the Receivables and proceeds thereof, and such other
      property as is contemplated by this Agreement and the First Tier Sale
      Agreement.

     

    (k)  Collections.
      In the event any
      payments relating to Receivables are remitted directly to Finance LLC, Finance
      LLC will remit (or will cause all such payments to be remitted) directly to
      a
      Collection Bank and deposited into a Blocked Account within two (2) Business
      Days, and, at all times prior to such remittance, Finance LLC will itself hold
      or, if applicable, will cause such payments to be held in trust for the
      exclusive benefit of Buyer and its assigns. Finance LLC will not maintain any
      accounts or lockboxes, other than its operating account at Mellon Bank,
      N.A.

     

    (l)  Taxes.
      It will file all
      tax returns and reports required by law to be filed by it and promptly pay
      all
      taxes and governmental charges at any time owing, except any such taxes which
      are not yet delinquent or are being diligently contested in good faith by
      appropriate proceedings and for which adequate reserves in accordance with
      GAAP
      (if any) shall have been set aside on its books or where the failure to so
      file
      or pay could not reasonably be expected to have a Material Adverse
      Effect.

     

    (m)  Insurance.
      It will maintain
      in effect, or cause to be maintained in effect, at its own expense, such
      casualty and liability insurance as it shall deem appropriate in its good faith
      business judgment. It will pay, or cause to be paid, the premiums therefor.
      The
      foregoing requirements shall not be construed to negate, reduce or modify,
      and
      are in addition to, Finance LLC’s obligations hereunder.

     

    (n)  Payment
      to
      Originator.
      With respect to
      any Receivable purchased by Finance LLC from Originator, such sale shall be
      effected under, and in strict compliance with the terms of, the First Tier
      Sale
      Agreement, including the terms relating to the method of payment and amount
      and
      timing of payments to be made to Originator in respect of the purchase price
      for
      such Receivable.

     

    Section
      4.2.  Negative
      Covenants of Finance LLC.
      Until the date on
      which this Agreement terminates in accordance with its terms, Finance LLC hereby
      covenants that: 

     

    (a)  Name
      Change,
      Offices and Records.
      It will not (i)
      change its name, identity or corporate structure (within the meaning of the
      applicable enactment of the UCC) or relocate its chief executive office or
      any
      office where Records are kept unless it shall have: (A) given Buyer (or its
      assigns) at least forty-five (45) days’ prior written notice thereof and
      (B) delivered to Buyer (or its assigns) all financing statements,
      instruments, legal opinions and other documents requested by Buyer (or its
      assigns) in connection with such change or relocation, or (ii) change its
      jurisdiction of incorporation (within the meaning of the applicable enactment
      of
      the UCC) unless Buyer (and its assigns) shall have received from Finance LLC,
      prior to such change, (A) those items described in clause (i) hereof, and (B)
      if
      Buyer (or its assigns) shall so request, an opinion of counsel, in form and
      substance reasonably satisfactory to such Person, as to Finance LLC’s valid
      existence and good standing and the perfection and priority of Buyer’s ownership
      or security interest in the Receivables, the Related Security and Collections.
      In accordance with Section 7.9(b),
      the provisions of
      this Agreement shall apply to any successors or assigns.

     

    (b)  Change
      in
      Payment Instructions to Obligors.
      It will not add
      or terminate any bank as a Collection Bank, or make any change in the
      instructions to Obligors regarding payments to be made to any Lock-Box or
      Blocked Account, unless Buyer (or its assigns) shall have received, at least
      ten
      days before the proposed effective date therefor, (i) written notice of
      such addition, termination or change and (ii) with respect to the addition
      of a Collection Bank or a Blocked Account or Lock-Box, an executed Blocked
      Account Agreement with respect to the new Blocked Account or Lock-Box;
provided
      that it may make
      changes in instructions to Obligors regarding payments if such new instructions
      require such Obligor to make payments to another existing Blocked
      Account.

     

    (c)  Modifications
      to
      Contracts and Credit and Collection Policy.
      It will not, and
      will not exercise its rights under the First Tier Sale Agreement as to permit
      Originator to, make any change to the Credit and Collection Policy that could
      reasonably be expected to materially adversely affect the collectibility of
      the
      Receivables (other than Additional Receivables) or the credit quality of any
      newly created Receivables (other than Additional Receivables).

     

    (d)  Sales,
      Liens.
      It will not sell,
      assign (by operation of law or otherwise) or otherwise dispose of, or grant
      any
      option with respect to, or create or suffer to exist any Adverse Claim upon
      (including the filing of any financing statement) or with respect to, any
      Receivable, Related Security or Collections, or upon or with respect to any
      Contract under which any Receivable arises, or any Lock-Box or Blocked Account,
      or assign any right to receive income with respect thereto (other than, in
      each
      case, the creation of the interests therein in favor of Buyer provided for
      herein), and it will defend the right, title and interest of Buyer in, to and
      under any of the foregoing property, against all claims of third parties
      claiming through or under it.

     

    (e)  Accounting
      for
      Purchase.
      It will not, and
      will not permit any Affiliate to, account for or treat (whether in financial
      statements or otherwise) the transactions contemplated hereby in any manner
      other than the sale of the Receivables and the Related Security by it to Buyer
      or in any other respect account for or treat the transactions contemplated
      hereby in any manner other than as a sale of the Receivables and the Related
      Security by it to Buyer except to the extent that such transactions are not
      recognized on account of consolidated financial reporting in accordance with
      GAAP.

     

    (f)  Termination
      Date
      Determination; Modification of Sale Agreement.
      It will not (i)
      designate the Termination Date (as defined in the First Tier Receivables Sale
      Agreement), or (ii) send any written notice to Originator in respect thereof,
      in
      each case without the prior written consent of Buyer (or its assigns), except
      with respect to the occurrence of such Termination Date arising pursuant to
      Section 5.1(d)
      of the First Tier
      Sale Agreement. It will not amend or otherwise modify or terminate the First
      Tier Sale Agreement without the written consent of Buyer (or its assigns),
      except with respect to a termination upon the occurrence of a Termination Date
      arising pursuant to Section 5.1(d)
      of the First Tier
      Sale Agreement.

     

    (g)  Mergers,
      Acquisitions etc.
      It will not merge
      into or consolidate with any other Person or permit any other Person to merge
      with or into or consolidate with it, or purchase, lease or otherwise acquire
      (in
      one transaction or a series of transactions) all or substantially all of the
      assets of any other Person (whether directly by purchase, lease or other
      acquisition of all or substantially all of the assets of such Person or
      indirectly by purchase or other acquisition of all or substantially all of
      the
      capital stock of such other Person) other than acquisitions of Receivables
      pursuant to the First Tier Sale Agreement.

     

    ARTICLE
      V 

     

    TERMINATION
      EVENTS

     

    Section
      5.1.  Termination
      Events.
      The occurrence of
      any one or more of the following events shall constitute a Termination
      Event:

     

    (a)  Finance
      LLC shall
      fail (i) to make any payment or deposit required hereunder when due and
      such failure continues for two Business Days, (ii) to perform or observe
      any term, covenant or agreement contained in Section 4.1(b),
4.1(c)
      or 4.1(h)-(j),
Section 4.2
      (other than as
      referred to in clause (i) of this subsection (a)
      or Section 5.1(d)),
      and such failure
      shall continue for five consecutive Business Days after the earlier of receipt
      of written notice thereof from Buyer (or its assignees) or Finance LLC’s
      Responsible Officer’s or other corporate officer’s actual knowledge thereof or
      (iii) to perform or observe any term, covenant or agreement hereunder
      (other than as referred to in clause (i) or (ii) of this subsection (a)
      or Section 5.1(d))
      and such failure
      shall continue for twenty consecutive days after the earlier of receipt of
      written notice thereof from Buyer (or its assignees) or Finance LLC’s
      Responsible Officer’s or other corporate officer’s actual knowledge
      thereof.

     

    (b)  Any
      representation,
      warranty, certification or statement made by Finance LLC in this Agreement, any
      other Transaction Document or in any other document delivered pursuant hereto
      or
      thereto shall prove to have been (i) with respect to any representations
      warranties, certifications or statements which contain a materiality qualifier,
      incorrect in any respect when made or deemed made and (ii) with respect to
      any representations, warranties, certifications or statements which do not
      contain a materiality qualifier, incorrect in any material respect when made
      or
      deemed made; provided
      that a Termination
      Event shall be deemed not to have occurred under this clause (b) with
      respect to a breach of a representation or warranty made or deemed made in
      this
      Agreement with respect to a Receivable if Finance LLC has accepted reassignment
      of such Receivable in accordance with and by the date required by Section
      1.3(a)
      of this Agreement
      or with respect to a breach of a representation or warranty made or deemed
      made
      in this Agreement with respect to a Receivable which breach affects only
      Additional Amounts.

     

    (c)  Failure
      of Finance
      LLC to pay any Indebtedness when due, giving effect to any applicable grace
      periods.

     

    (d)  (i)
      Finance LLC
      shall generally not pay its debts as such debts become due or shall admit in
      writing its inability to pay its debts generally or shall make a general
      assignment for the benefit of creditors; or (ii) any proceeding shall be
      instituted by or against Finance LLC seeking to adjudicate it bankrupt or
      insolvent, or seeking liquidation, winding up, reorganization, arrangement,
      adjustment, protection, relief or composition of it or its debts under any
      law
      relating to bankruptcy, insolvency or reorganization or relief of debtors,
      or
      seeking the entry of an order for relief or the appointment of a receiver,
      trustee or other similar official for it or any substantial part of its property
      and such proceeding is not dismissed within (30) thirty days; or (iii) any
      such
      Person shall take any corporate action to authorize any of the actions set
      forth
      in clauses (ii) above in this subsection (d).

     

    (e)  A
      Change of Control
      shall occur.

     

    (f)  A
      Material Adverse
      Effect shall occur.

     

    (g)  One
      or more
      judgments, decrees, arbitration or binding mediation award(s) and/or
      settlement(s) for the payment of money in excess of $100,000 in the aggregate
      shall be entered against Finance LLC, and either (i) within thirty (30)
      days from the later of (A) the entry of any such judgment or decree or the
      date
      of any such award or settlement (as applicable) and (B) the date any
      payment is required to be made on or with respect to any such judgment, decree,
      award or settlement pursuant to the terms thereof, the same shall not have
      been
      paid, discharged or vacated, or in the case of a judgment, decree or award,
      stayed pending appeal, or shall not have been discharged or vacated within
      thirty (30) days from the entry of a final order of affirmance on appeal or
      (ii) enforcement proceedings shall be commenced by any creditor on any such
      judgment, decree, award or settlement.

     

    (h)  (i)
      The
“Termination Date” under and as defined in the First Tier Sale Agreement shall
      occur, or (ii) Originator shall for any reason cease to transfer, or cease
      to
      have the legal capacity to transfer, or otherwise be incapable of transferring
      Receivables to Finance LLC under the First Tier Sale Agreement.

     

    Section
      5.2.  Remedies.
      Upon the
      occurrence and during the continuation of a Termination Event, Buyer may take
      any of the following actions: (i) declare the Termination Date to have
      occurred, whereupon the Termination Date shall forthwith occur, without demand,
      protest or further notice of any kind, all of which are hereby expressly waived
      by Finance LLC; provided
      that upon the
      occurrence of a Termination Event described in Section 5.1(d),
      or of an actual
      or deemed entry of an order for relief with respect to Finance LLC under the
      Federal Bankruptcy Code, the Termination Date shall automatically occur, without
      demand, protest or any notice of any kind, all of which are hereby expressly
      waived by Finance LLC and (ii) to the fullest extent permitted by
      applicable law, declare that the Default Fee shall accrue with respect to any
      amounts then due and owing by Finance LLC to Buyer (or its assigns). The
      aforementioned rights and remedies shall be in addition to all other rights
      and
      remedies of Buyer and its assigns available under this Agreement and the other
      Transaction Documents, by operation of law, at equity or otherwise, all of
      which
      are hereby expressly preserved, including all rights and remedies provided
      under
      the UCC, all of which rights shall be cumulative.

     

    ARTICLE
      VI 

     

    INDEMNIFICATION

     

    Section
      6.1.  Indemnities
      by
      Finance LLC.
      Without limiting
      any other rights that Buyer may have hereunder or under the First Tier Sale
      Agreement or applicable law, Finance LLC hereby agrees to indemnify Buyer and
      its assigns and the officers, directors, agents and employees of Buyer and
      its
      assigns (each an “Indemnified
      Party”)
      from and against
      any and all damages, losses, claims, taxes, liabilities, costs, expenses and
      for
      all other amounts payable, including reasonable attorneys’ fees and
      disbursements (all of the foregoing being collectively referred to as
“Indemnified
      Amounts”)
      awarded against
      or incurred by any of them arising out of or as a result of this Agreement
      or
      the acquisition, either directly or indirectly, by Buyer or its assigns of
      an
      interest in the Receivables, excluding, however: 

     

    (i)  Indemnified
      Amounts
      to the extent that such Indemnified Amounts resulted from gross negligence
      or
      willful misconduct on the part of the Indemnified Party seeking indemnification,
      it being the intention of Finance LLC to indemnify such Indemnified Party
      against the consequences of its own negligence; 

     

    (ii)  Indemnified
      Amounts
      to the extent the same includes losses in respect of Receivables that are solely
      due to the credit risk of the Obligor and for which reimbursement would
      constitute recourse to Finance LLC for uncollectible Receivables;

     

    (iii)  taxes
      imposed by
      the jurisdiction in which such Indemnified Party’s principal executive office is
      located, on or measured by the overall net income of such Indemnified Party
      to
      the extent that the computation of such taxes is consistent with the Intended
      Characterization; provided,
      however,
      that nothing
      contained in this sentence shall limit the liability of Finance LLC or limit
      the
      recourse of Buyer or its assigns to Finance LLC for amounts otherwise
      specifically provided to be paid by Finance LLC under the terms of this
      Agreement; or

     

    (iv)  Indemnified
      Amounts
      relating to and affecting only Additional Amounts.

     

    Without
      limiting
      the generality of the foregoing indemnification (and, in the case of the
      following clauses (D) through (M), in each case without limiting Finance LLC’s
      obligations under the following clauses (A), (B) or (C)), Finance LLC shall
      indemnify the Indemnified Parties for Indemnified Amounts relating to or
      resulting from: 

     

    (A)  any
      representation
      or warranty made by or on behalf of Finance LLC (or any officers of any such
      Person) in this Agreement, any other Transaction Document or any other
      information or report delivered by such Person pursuant hereto or thereto,
      which
      shall have been false or incorrect when made or deemed made;

     

    (B)  the
      failure by
      Finance LLC to comply with any applicable law, rule or regulation with respect
      to any Receivable or Contract related thereto, or the nonconformity of any
      Receivable or Contract included therein with any such applicable law, rule
      or
      regulation or any failure of Finance LLC to keep or perform any of its
      obligations, express or implied, with respect to any Contract;

     

    (C)  any
      failure of
      Finance LLC to perform its duties, covenants or other obligations in accordance
      with the provisions of this Agreement or any other Transaction
      Document;

     

    (D)  any
      products
      liability, environmental, personal injury or damage suit, or other similar
      claim
      arising out of or in connection with merchandise, insurance or services that
      are
      the subject of any Contract or any Receivable;

     

    (E)  any
      dispute, claim,
      offset or defense (other than discharge in bankruptcy of the Obligor) of the
      Obligor to the payment of any Receivable other than any portion thereof
      constituting an Additional Amount (including a defense based on such Receivable
      or the related Contract not being a legal, valid and binding obligation of
      such
      Obligor enforceable against it in accordance with its terms or based on such
      Obligor being immune from claims on the grounds on sovereign immunity or
      otherwise immune or not subject to legal action, suit or proceeding), or any
      other claim resulting from the sale of the merchandise or services related
      to
      such Receivable or the furnishing or failure to furnish such merchandise or
      services;

     

    (F)  the
      commingling by
      or on behalf of Finance LLC or any of its Affiliates of Collections of
      Receivables at any time with other funds;

     

    (G)  any
      investigation,
      litigation or proceeding related to or arising from this Agreement or any other
      Transaction Document, the transactions contemplated hereby, the use of the
      proceeds of a Purchase, the ownership of the Receivables or any other
      investigation, litigation or proceeding relating to Finance LLC in which any
      Indemnified Party becomes involved as a result of any of the transactions
      contemplated hereby;

     

    (H)  any
      Termination
      Event described in Section 5.1(d)(iii);

     

    (I)  any
      failure of
      Finance LLC to acquire and maintain legal and equitable title to, and ownership
      of any Receivable and the Related Security and Collections with respect thereto
      from Originator, free and clear of any Adverse Claim (other than as created
      hereunder); or any failure of Finance LLC to give reasonably equivalent value
      to
      Originator under the First Tier Sale Agreement in consideration of the transfer
      by Originator of any Receivable, or any attempt by Originator or Finance LLC
      to
      void such transfer under statutory provisions or common law or equitable
      action;

     

    (J)  any
      failure to vest
      in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership
      of, the Receivables, the Related Security and the Collections, free and clear
      of
      any Adverse Claim (except as created by the Transaction Documents);

     

    (K)  the
      failure to have
      filed, or any delay in filing, financing statements or other similar instruments
      or documents under the UCC of any applicable jurisdiction or other applicable
      laws with respect to any Receivable, the Related Security and Collections with
      respect thereto, and the proceeds of any thereof, whether at the time of a
      Purchase or at any subsequent time;

     

    (L)  any
      avoidance or
      attempt by Originator or Finance LLC to void any Purchase hereunder under
      statutory provisions or common law or equitable action, and

     

    (M)  the
      failure by
      Finance LLC or any Affiliate to pay when due any taxes, including sales, excise
      or personal property taxes.

     

    Section
      6.2.  Other
      Costs and
      Expenses.
      Finance LLC shall
      pay to Buyer on demand all reasonable costs and out-of-pocket expenses in
      connection with the preparation, execution and delivery of this Agreement,
      the
      transactions contemplated hereby and the other documents to be delivered
      hereunder. Finance LLC shall pay to Buyer and its assigns on demand any and
      all
      costs and expenses of Buyer, if any, including reasonable counsel fees and
      expenses in connection with the enforcement of this Agreement and the other
      documents delivered hereunder and in connection with any restructuring or
      workout of this Agreement or such documents (including any amendments hereto
      or
      thereto).

     

    ARTICLE
      VII 

     

    MISCELLANEOUS

     

    Section
      7.1.  Waivers
      and
      Amendments.

     

    (a)  No
      failure or delay
      on the part of Buyer (or its assigns) in exercising any power, right or remedy
      under this Agreement shall operate as a waiver thereof, nor shall any single
      or
      partial exercise of any such power, right or remedy preclude any other further
      exercise thereof or the exercise of any other power, right or remedy. The rights
      and remedies herein provided shall be cumulative and nonexclusive of any rights
      or remedies provided by law. Any waiver of this Agreement shall be effective
      only in the specific instance and for the specific purpose for which
      given.

     

    (b)  No
      provision of
      this Agreement may be amended, supplemented, modified or waived except in
      writing signed by Finance LLC and Buyer and, to the extent required under the
      Purchase Agreement, the Program Agent and the Required Committed
      Investors.

     

    Section
      7.2.  Notices.
      Except as
      provided below, all communications and notices provided for hereunder shall
      be
      in writing (including bank wire, telecopy or electronic facsimile transmission
      or similar writing) and shall be given to the other parties hereto at their
      respective addresses or telecopy numbers set forth on the signature page hereto
      or at such other address or telecopy number as such Person may hereafter specify
      for the purpose of notice to each of the other parties hereto. Each such notice
      or other communication shall be effective (i) if given by telecopy, upon
      the receipt thereof, (ii) if given by mail, three Business Days after the
      time such communication is deposited in the mail with first class postage
      prepaid or (iii) if given by any other means, when received at the address
      specified in this Section 7.2.

     

    Section
      7.3.  Protection
      of
      Ownership Interests of Buyer.

     

    (a)  Finance
      LLC agrees
      that from time to time, at its expense, it will promptly execute and deliver
      all
      instruments and documents, and take all actions, that may be necessary or
      desirable, or that Buyer (or its assigns) may reasonably request, to perfect,
      protect or more fully evidence the Investor Interests, or to enable Buyer (or
      its assigns) to exercise and enforce their rights and remedies hereunder. At
      any
      time, Buyer (or its assigns) may, at Finance LLC’s sole cost and expense, direct
      Finance LLC to notify the Obligors of Receivables of the ownership interests
      of
      Buyer under this Agreement and may also direct that payments of all amounts
      due
      or that become due under any or all Receivables be made directly to Buyer or
      its
      designee.

     

    (b)  If
      Finance LLC
      fails to perform any of its obligations hereunder and such failure shall
      continue for five Business Days after notice from Buyer (or its assigns) of
      such
      failure, Buyer (or its assigns) may (but shall not be required to) perform,
      or
      cause performance of, such obligation, and Buyer’s (or such assigns’) costs and
      expenses reasonably incurred in connection therewith shall be payable by Finance
      LLC as provided in Section 6.2.
      Finance LLC
      irrevocably authorizes Buyer (and its assigns) at any time and from time to
      time
      in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its
      assigns) as its attorney(es)-in-fact, to act on its behalf (i) to file financing
      statements necessary or desirable in Buyer’s (or its assigns’) sole discretion
      to perfect and to maintain the perfection and priority of the interest of Buyer
      in the Receivables and (ii) to file a carbon, photographic or other reproduction
      of this Agreement or any financing statement with respect to the Receivables
      as
      a financing statement in such offices as Buyer (or its assigns) in their sole
      discretion deem necessary or desirable to perfect and to maintain the perfection
      and priority of Buyer’s interests in the Receivables. This appointment is
      coupled with an interest and is irrevocable.

     

    Section
      7.4.  Confidentiality.

     

    (a)  Finance
      LLC agrees
      to be bound by the provisions of Section 7.4(a)
      of the First Tier
      Sale Agreement with respect to any information delivered or made available
      by
      Buyer (or its assigns) to it, as though references therein to “Originator” and
“Buyer” instead referred to Finance LLC and to Buyer hereunder, respectively.


     

    (b)  Buyer
      agrees to be
      bound by the provisions of Section 7.4(b)
      of the First Tier
      Sale Agreement with respect to any information delivered or made available
      by
      Finance LLC to it, as though references therein to “Buyer” and “Originator”
instead referred to Buyer hereunder and to Finance LLC, respectively.


     

    (c)  Notwithstanding
      the
      foregoing, Finance LLC and Buyer (and its assigns) may disclose to any and
      all
      other Persons, without limitation of any kind, the tax treatment and tax
      structure of the transactions contemplated by this Agreement and the Transaction
      Documents and all materials of any kind (including opinions or other tax
      analyses) that are provided to them relating to such tax treatment and tax
      structure.

     

    Section
      7.5.  Bankruptcy
      Petition. 

     

    (a)  Finance
      LLC and
      Buyer each hereby covenants and agrees that, prior to the date that is one
      year
      and one day after the payment in full of all outstanding senior Indebtedness
      of
      each Conduit Investor, it will not institute against, or join any other Person
      in instituting against, such Conduit Investor any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings or other similar proceeding
      under the laws of the United States or any state of the United States.


     

    (b)  Finance
      LLC hereby
      covenants and agrees that, prior to the date that is one year and one day after
      the payment in full of all outstanding Capital, Yield and all other amounts
      due
      to the Program Agent, any Managing Agent or any Investor under the Purchase
      Agreement, it will not institute against, or join any other Person in
      instituting against, Buyer any bankruptcy, reorganization, arrangement,
      insolvency or liquidation proceedings or other similar proceeding under the
      laws
      of the United States or any state of the United States.

     

    (c)  Buyer
      hereby
      covenants and agrees that, prior to the date that is one year and one day after
      the payment in full of all outstanding Capital, Yield and all other amounts
      due
      to the Program Agent, any Managing Agent or any Investor under the Purchase
      Agreement, it will not institute against, or join any other Person in
      instituting against, Finance LLC any bankruptcy, reorganization, arrangement,
      insolvency or liquidation proceedings or other similar proceeding under the
      laws
      of the United States or any state of the United States.

     

    Section
      7.6.  CHOICE
      OF
      LAW.
      THE SALE,
      TRANSFER AND CONVEYANCE OF RECEIVABLES, TOGETHER WITH RELATED SECURITY AND
      COLLECTIONS, UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO CONFLICTS
      OF
      LAW PRINCIPLES), AND OTHERWISE THIS AGREEMENT SHALL BE GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING
      SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT
      OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

     

    Section
      7.7.  CONSENT
      TO
      JURISDICTION.
      EACH PARTY TO
      THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS (A) FOR ITSELF AND ITS PROPERTY
      IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER
      TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT
      OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NONEXCLUSIVE GENERAL JURISDICTION
      OF
      THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA
      FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH
      COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
      OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
      PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR
      CLAIM
      THE SAME; (C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
      PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
      MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH
      PERSON AT THE ADDRESS SPECIFIED PURSUANT TO SECTION 7.2
      OR AT SUCH OTHER
      ADDRESS OF WHICH THE PARTIES HERETO 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 PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION
      OR
      PROCEEDING RELATING TO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS ANY
      SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

     

    Section
      7.8.  WAIVER
      OF JURY
      TRIAL.
      EACH PARTY HERETO
      HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
      OR
      INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN
      ANY
      WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT
      EXECUTED BY FINANCE LLC PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP
      ESTABLISHED HEREUNDER OR THEREUNDER.

     

    Section
      7.9.  Integration;
      Binding Effect; Survival of Terms. 

     

    (a)  This
      Agreement and
      any other document executed in connection herewith represent the final agreement
      among the parties and may not be contradicted by evidence of prior,
      contemporaneous, or subsequent oral agreements of the parties. There are no
      unwritten oral agreements among the parties. 

     

    (b)  This
      Agreement
      shall be binding upon and inure to the benefit of the parties hereto and their
      respective successors and permitted assigns (including any trustee in
      bankruptcy). This Agreement shall create and constitute the continuing
      obligations of the parties hereto in accordance with its terms and shall remain
      in full force and effect until terminated in accordance with its terms;
provided,
      however,
      that the rights
      and remedies with respect to (i) any breach of any representation and warranty
      made by Finance LLC pursuant to Article II,
      (ii) the
      indemnification and payment provisions of Article VI,
      and Section 7.5
      shall be
      continuing and shall survive any termination of this Agreement. 

     

    Section
      7.10.  Counterparts;
      Severability; Section References.
      This Agreement
      may be executed in any number of counterparts and by different parties hereto
      in
      separate counterparts, each of which when so executed shall be deemed to be
      an
      original and all of which when taken together shall constitute one and the
      same
      Agreement. Any provisions of this Agreement which are 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. Unless otherwise expressly indicated, all references herein
      to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and
      sections of, and schedules and exhibits to, this Agreement.

     


    IN
      WITNESS WHEREOF,
      the parties hereto have caused this Agreement to be executed and delivered
      by
      their duly authorized officers as of the date hereof.

    

      
        	 	
                CIG FINANCE COMPANY,
                  L.L.C.

                 

                 

              
	 	
                By:

              	
                /s/John
                  J. Hopper 

              
	 	
                Name: 
                  John J. Hopper

              
	 	
                Title:    
                  Vice President

              
	 	
                Address:
                  CIG
                  Finance Company, L.L.C.

              
	 	
                1001
                  Louisiana Street

              
	 	
                Houston,
                  Texas 77002

              
	 	
                Attention:
                  Treasurer

              


      

    

     

    

      
        	 	
                CIG
                  FUNDING
                  COMPANY, L.L.C.

                 

                 

              
	 	By
                CIG
                Finance Company, L.L.C., its Manager
	 	
                By:

              	
                /s/John
                  J. Hopper 

              
	 	
                Name: 
                  John J. Hopper

              
	 	
                Title:    
                  Vice President

              
	 	
                Address:
                  CIG
                      Funding Company, L.L.C.

              
	 	
                1001
                  Louisiana Street

              
	 	
                Houston,
                  Texas 77002

              
	 	
                Attention:
                  Treasurer

              


      

    

    


     

     

     

    

      [Signature
        Page
        to Second Tier Receivables Sale Agreement]



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
 

    EXHIBIT
      I
      TO

    SECOND
      TIER
      RECEIVABLES SALE AGREEMENT

    


    


    DEFINITIONS

    


    


    As
      used in this
      Agreement and the Exhibits, Schedules and Annexes hereto, capitalized terms
      have
      the meanings set forth in this Exhibit I
      (such meanings to
      be equally applicable to the singular and plural forms thereof). If a
      capitalized term is used in this Agreement, or in any Exhibit, Schedule or
      Annex
      hereto, and not otherwise defined therein or in this Exhibit I,
      such term shall
      have the meaning assigned thereto in Exhibit I
      to the Purchase
      Agreement or to the First Tier Sale Agreement.

     

    “Agreement”
means
      this Second
      Tier Receivables Sale Agreement, dated as of November 3, 2006, between Finance
      LLC and Buyer, as the same may be amended, restated or otherwise modified.
      

     

    “Buyer”
has
      the meaning
      set forth in the preamble.

     

    “Change
      of
      Control”
means
      Originator’s failure to own, directly, 100% of the issued and outstanding member
      interests of Finance LLC or Finance LLC’s failure to own, directly, 100% of the
      issued and outstanding member interests of Buyer.

     

    “Default
      Fee”
means
      a per annum
      rate of interest equal to the sum of (i) the Prime Rate, plus (ii) 2.0% per
      annum.

     

    “Discount
      Factor”
means
      a
      percentage (initially 0.59%) calculated to provide Buyer with a reasonable
      return on its investment in the Receivables after taking account of (i) the
      time
      value of money based upon the anticipated dates of collection of the Receivables
      and the cost to Buyer of financing its investment in the Receivables during
      such
      period and (ii) the risk of nonpayment by the Obligors. Finance LLC and Buyer
      may agree from time to time to change the Discount Factor based on changes
      in
      one or more of the items affecting the calculation thereof, provided
      that any change to
      the Discount Factor shall take effect as of the commencement of a Monthly
      Period, shall apply only prospectively and shall not affect the Purchase Price
      payment in respect of a Purchase which occurred during any Monthly Period ending
      prior to the Monthly Period during which Finance LLC and Buyer agree to make
      such change.

     

    “El
      Paso
      Entity”
has
      the meaning
      set forth in Section 4.1(j).

     

    “First
      Tier Sale
      Agreement”
has
      the meaning
      set forth in the Preliminary Statements.

     

    “Independent
      Manager”
means
      a manager
      of Finance LLC who satisfies the requirements for an “Independent Manager” as
      set forth in Finance LLC’s limited liability company agreement as in effect on
      the date of this Agreement.

     

    “Initial
      Purchase Date”
has
      the meaning
      set forth in Section 1.1(a).

     

    “Investor
      Interests”
has
      the meaning
      set forth in the Preliminary Statements.

     

    “Junior
      Interest”
has
      the meaning
      set forth in the Preliminary Statements.

     

    “Material
      Adverse Effect”
means
      a material
      adverse effect on (i) the financial condition of Finance LLC or Buyer, (ii)
      the
      ability of Finance LLC or Buyer to perform its obligations under this Agreement
      or any other Transaction Document, (iii) the legality, validity or
      enforceability of this Agreement or any other Transaction Document, (iv) the
      interest or Buyer or its assigns in the Receivables generally or in any
      significant portion of the Receivables, the Related Security or the Collections
      with respect thereto, or (v) the collectibility of the Receivables generally
      or
      of any material portion of the Receivables.

     

    “Original
      Balance”
means,
      with
      respect to any Receivable, the Outstanding Balance of such Receivable on the
      date it was purchased by Buyer.

     

    “Originator”
has
      the meaning
      set forth in the Preliminary Statements. 

     

    “Finance
      LLC”
has
      the meaning
      set forth in the preamble.

     

    “Potential
      Termination Event”
means
      an event
      which, with the passage of time or the giving of notice, or both, would
      constitute a Termination Event.

     

    “Program
      Agent”
has
      the meaning
      set forth in the Preliminary Statements. 

     

    “Purchase”
means
      a purchase
      under this Agreement by Buyer from Finance LLC of the Receivables, the Related
      Security and the Collections related thereto, together with all related rights
      in connection therewith as described in Section 1.1.

     

    “Purchase
      Agreement”
has
      the meaning
      set forth in the Preliminary Statements.

     

    “Purchase
      Price”
means,
      with
      respect to any Purchase from Finance LLC on any date, the aggregate price to
      be
      paid to Finance LLC for such Purchase in accordance with Section 1.2
      for the
      Receivables, Related Security and Collections being sold to Buyer on such date,
      which price shall equal (i) the product of (x) the Original Balance of such
      Receivables, multiplied by (y) one minus the Discount Factor then in effect,
      minus (ii) any Purchase Price Credits, Repurchase Prices and Special Adjustment
      Credits to be credited against the Purchase Price otherwise payable in
      accordance with Section 1.3.

     

    “Purchase
      Price
      Credit”
has
      the meaning
      set forth in Section 1.3(a).

     

    “Receivable”
means
      (i) the
      indebtedness and other obligations owed to Finance LLC (prior to giving effect
      to any transfer or conveyance under this Agreement) or Buyer (after giving
      effect to the transfers and conveyances under this Agreement), including any
      indebtedness, obligation or interest constituting an account or payment
      intangible, to the extent such indebtedness and other obligations arise in
      connection with reservation charges for the daily transportation or storage
      of
      natural gas by Originator and without regard to whether the applicable Obligor
      shall have been invoiced therefor and (ii) the Additional Amounts, and includes
      the obligation to pay any Finance Charges with respect thereto; provided
      that
      the term
“Receivable” shall not include any such indebtedness or obligations that, (A)
      prior to such indebtedness or obligations being transferred and conveyed to
      Finance LLC under the First Tier Sale Agreement, were owed to Originator by
      any
      of its Affiliates from time to time or (B) prior to such indebtedness or
      obligations being transferred and conveyed to Buyer hereunder, Originator shall
      have notified Finance LLC and the Program Agent in writing are not Eligible
      Receivables, or (C) is an Excluded Receivable (as defined in the First Tier
      Sale
      Agreement). Indebtedness and other rights and obligations arising from any
      one
      transaction, including indebtedness and other rights and obligations represented
      by an individual invoice, shall constitute a Receivable separate from a
      Receivable consisting of the indebtedness and other rights and obligations
      arising from any other transaction; provided
      that any
      indebtedness, rights or obligations referred to in the immediately preceding
      sentence shall be a Receivable regardless of whether the account debtor or
      Finance LLC treats such indebtedness, rights or obligations as a separate
      payment obligation.

     

    “Records”
means,
      with
      respect to any Receivable, 

     

    (i) all
      Contracts; and


     

    (ii) (in
      each case
      solely to the extent of the rights therein (if any) of Originator, Seller or
      Finance LLC, as applicable) all other documents, books, records and other
      information (including computer programs, tapes, disks, punch cards, data
      processing software and related property and rights) relating to such
      Receivable, any Related Security therefor and the related Obligor.

     

    “Related
      Security”
means,
      with
      respect to any Receivable:

     

    (i)  all
      security
      interests or liens and property subject thereto from time to time, if any,
      purporting to secure payment of such Receivable, whether pursuant to the
      Contract related to such Receivable or otherwise, together with all financing
      statements and security agreements describing any collateral securing such
      Receivable,

     

    (ii)  all
      guaranties,
      letters of credit, insurance and other agreements or arrangements of whatever
      character from time to time supporting or securing payment of such Receivable
      whether pursuant to the Contract related to such Receivable or
      otherwise,

     

    (iii)  all
      Records related
      to such Receivable,

     

    (iv)  all
      of Finance
      LLC’s right, title and interest in, to and under the First Tier Sale Agreement,
      and

     

    (v)  all
      proceeds of any
      of the foregoing.

     

    “Repurchase
      Price”
has
      the meaning
      set forth in Section 1.3(a).

     

    “Special
      Adjustment Credit”
has
      the meaning
      set forth in Section 1.3(b).

     

    “Termination
      Date”
means
      the
      earliest to occur of (i) the Amortization Date under the Purchase
      Agreement, (ii) the “Termination Date” under, and as defined in, the First Tier
      Sale Agreement, (iii) the Business Day immediately prior to the occurrence
      of a Termination Event set forth in Section 5.1(d),
      and (iv) the
      Business Day specified in a written notice from Buyer to Finance LLC following
      the occurrence and during the continuance of any other Termination
      Event.

     

    “Termination
      Event”
has
      the meaning
      set forth in Section 5.1.

     

    “Transferee”
has
      the meaning
      set forth in Section 7.4.

     

    Additionally,
      unless otherwise specified herein:

     

    (a) All
      accounting
      terms not specifically defined herein shall be construed in accordance with
      GAAP. All terms used in Article 9 of the UCC in the State of New York, and
      not
      specifically defined herein, are used herein as defined in such Article
      9.

     

    (b) The
      definitions of
      terms herein shall apply equally to the singular and plural forms of the terms
      defined. Whenever the context may require, any pronoun shall include the
      corresponding masculine, feminine and neuter forms. The words “include,”
“includes”
and
“including”
shall
      be deemed
      to be followed by the phrase “without limitation.” The word “will”
shall
      be
      construed to have the same meaning and effect as the word “shall.”
Unless
      the
      context requires otherwise, (i) any definition of or reference to any agreement,
      instrument or other document shall be construed as referring to such agreement,
      instrument or other document as from time to time amended, restated,
      supplemented or otherwise modified or replaced (subject to any restrictions
      on
      such amendments, supplements or modifications set forth herein or in any other
      Transaction Document), (ii) any reference herein to any Person shall be
      construed to include such Person’s successors and assigns, (iii) the words
“herein,”
“hereof”
and
“hereunder,”
and
      words of
      similar import when used in this Agreement shall be construed to refer to this
      Agreement in its entirety and not to any particular provision thereof, (iv)
      all
      references in this Agreement to Articles, Sections, Exhibits and Schedules
      shall
      be construed to refer to Articles and Sections of, and Exhibits and Schedules
      to, this Agreement in which such references appear, (v) any reference to any
      law
      shall include all statutory and regulatory provisions consolidating, amending,
      replacing or interpreting such law and any reference to any law or regulation
      shall, unless otherwise specified, refer to such law or regulation as amended,
      modified or supplemented from time to time, and (vi) the words “asset”
and
“property”
shall
      be
      construed to have the same meaning and effect and to refer to any and all
      tangible and intangible assets and properties, including cash, securities,
      accounts and contract rights.