exhibit10b.htm


    
      EXHIBIT
        10.B

       

       

    

    
      

    

     

    EXECUTION
      VERSION


     

    


    


    THIRD
      AMENDED AND RESTATED SECURITY AGREEMENT

     

    


     

    


     

    dated
      as of
      November 16, 2007

     

    


     

    


     

    among

     

    


     

    


     

    EL
      PASO
      CORPORATION,

     

    


     

    THE
      PERSONS
      REFERRED TO HEREIN AS

     

    PIPELINE
      COMPANY BORROWERS,

     

    


     

    THE
      PERSONS
      REFERRED TO HEREIN AS SUBSIDIARY GRANTORS

     

    


     

    and

     

    


     

    JPMORGAN
      CHASE BANK, N.A.,

     

    as
      Collateral Agent and Depository Bank

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      TABLE
        OF
        CONTENTS

       

       

      
        	
                ARTICLE
                  1

                DEFINITIONS

                 

              	
                 Page

              
	
                Section
                  1.01

              	 	
                Definitions

              	
                2

              
	
                Section
                  1.02

              	 	
                Principles
                  of Interpretation

              	
                7

              
	 	 	 	 
	
                ARTICLE
                  2

                 [RESERVED]

                 

              	 
	 	 	 	 
	
                ARTICLE
                  3

                REPRESENTATIONS
                  AND WARRANTIES

                 

              	 
	
                Section
                  3.01

              	 	
                Representations
                  and Warranties of the Credit Partner

              	
                8

              
	 	 	 	 
	
                ARTICLE
                  4

                PLEDGED
                  ACCOUNTS

                 

              	 
	
                Section
                  4.01

              	 	
                Creation
                  of Pledged Accounts

              	
                10

              
	
                Section
                  4.02

              	 	
                Cash
                  Collateral Account

              	
                12

              
	
                Section
                  4.03

              	 	
                Qualified
                  Investments Accounts

              	
                12

              
	
                Section
                  4.04

              	 	
                Payments
                  in Trust

              	
                15

              
	
                Section
                  4.05

              	 	
                Investment
                  of Funds in Pledged Accounts

              	
                15

              
	
                Section
                  4.06

              	 	
                Transfers
                  from Accounts During the Continuance of an Event of
                  Default

              	
                17

              
	
                Section
                  4.07

              	 	
                Reports,
                  Certification and Instructions

              	
                17

              
	
                Section
                  4.08

              	 	
                Depository
                  Bank Undertakings

              	
                18

              
	
                Section
                  4.09

              	 	
                Force
                  Majeure

              	
                20

              
	
                Section
                  4.10

              	 	
                Clearing
                  Agency

              	
                20

              
	
                Section
                  4.11

              	 	
                Return
                  of
                  Funds to the Company

              	
                20

              
	 	 	 	 
	
                ARTICLE
                  5

                SECURITY
                  INTERESTS

                 

              	 
	
                Section
                  5.01

              	 	
                Grant
                  of
                  Security Interests

              	
                21

              
	
                Section
                  5.02

              	 	
                Security
                  for Obligations

              	
                24

              
	
                Section
                  5.03

              	 	
                Delivery
                  and Control of Collateral

              	
                24

              
	
                Section
                  5.04

              	 	
                Further
                  Assurances; Etc

              	
                25

              
	
                Section
                  5.05

              	 	
                Grantors
                  Remain Liable

              	
                26

              
	
                Section
                  5.06

              	 	
                Additional
                  Equity Interests

              	
                26

              
	
                Section
                  5.07

              	 	
                Release
                  of Collateral

              	
                27

              
	
                Section
                  5.08

              	 	
                Voting
                  Rights, Dividends, Payments, Etc.

              	
                28

              
	
                Section
                  5.09

              	 	
                The
                  Collateral Agent Appointed Attorney-in-Fact

              	
                30

              
	
                Section
                  5.10

              	 	
                Netting
                  of Accounts

              	
                31

              
	 	 	 	 
	
                ARTICLE
                  6

                REMEDIES
                  AND
                  ENFORCEMENT

                 

              	 
	
                Section
                  6.01

              	 	
                Remedies
                  and Enforcement

              	
                31

              
	
                Section
                  6.02

              	 	
                Application
                  of Proceeds

              	
                33

              
	
                Section
                  6.03

              	 	
                Other
                  Remedies of Secured Parties

              	
                34

              
	 	 	 	 
	
                ARTICLE
                  7

                DEPOSITORY
                  BANK

                 

              	 
	
                Section
                  7.01

              	 	
                Depository
                  Bank

              	
                34

              
	 	 	 	 
	
                 

                ARTICLE
                  8

                [RESERVED]

                 

              	 
	 	 	 	 
	
                ARTICLE
                  9

                MISCELLANEOUS

                 

              	 
	
                Section
                  9.01

              	 	
                Indemnity
                  and Expenses

              	
                35

              
	
                Section
                  9.02

              	 	
                Amendments;
                  Waivers, Etc.

              	
                36

              
	
                Section
                  9.03

              	 	
                Security
                  Interest Absolute and Waivers

              	
                36

              
	
                Section
                  9.04

              	 	
                Notices;
                  Etc.

              	
                38

              
	
                Section
                  9.05

              	 	
                Continuing
                  Security Interest; Assignments

              	
                39

              
	
                Section
                  9.06

              	 	
                [Reserved]

              	
                39

              
	
                Section
                  9.07

              	 	
                Execution
                  in Counterparts

              	
                40

              
	
                Section
                  9.08

              	 	
                Severability

              	
                40

              
	
                Section
                  9.09

              	 	
                Integration

              	
                40

              
	
                Section
                  9.10

              	 	
                No
                  Partnership

              	
                40

              
	
                Section
                  9.11

              	 	
                No
                  Reliance

              	
                40

              
	
                Section
                  9.12

              	 	
                Release

              	
                40

              
	
                Section
                  9.13

              	 	
                No
                  Impairment

              	
                40

              
	
                Section
                  9.14

              	 	
                Equitable
                  Remedies

              	
                40

              
	
                Section
                  9.15

              	 	
                Remedies

              	
                41

              
	
                Section
                  9.16

              	 	
                Limitations

              	
                41

              
	
                Section
                  9.17

              	 	
                Survival

              	
                41

              
	
                Section
                  9.18

              	 	
                [Reserved]

              	
                42

              
	
                Section
                  9.19

              	 	
                Jurisdiction,
                  Etc.

              	
                42

              
	
                Section
                  9.20

              	 	
                GOVERNING
                  LAW

              	
                42

              
	
                Section
                  9.21

              	 	
                Waiver
                  of
                  Jury Trial

              	
                42

              
	 	 	 	 


      

       

      


      
        	
                SCHEDULES:

              
	 
	
                Schedule
                  I

              	
                Subsidiary
                  Grantors

              
	
                Schedule
                  II

              	
                Initial
                  Pledge Equity

              
	
                Schedule
                  III

              	
                Name,
                  Location, Chief Executive Office, Type of Organization, Jurisdiction
                  of
                  Organization and Organizational Identification Number

              
	
                Schedule
                  IV

              	
                Changes
                  in
                  Name, Location, Etc.

              
	
                Schedule
                  V

              	
                Secured
                  Hedging Agreements

              
	
                Schedule
                  VI

              	
                Material
                  Agreements of El Paso Corporation

              
	 
	
                EXHIBITS:

              
	 
	
                EXHIBIT
                  A

              	
                Form
                  of
                  Officer’s Certificate for Qualified Investments

              
	 	 


      




    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIRD
      AMENDED AND RESTATED SECURITY AGREEMENT

     

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

     

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

     

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

     

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

     

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

     

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

     

    PRELIMINARY
      STATEMENTS

     

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

     

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

     

    NOW,
      THEREFORE, to
      secure the Secured Obligations, and in consideration of the premises and to
      induce each of the Lenders, the Issuing Banks and the Agents to enter into
      the
      Credit Agreement and for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, each of the Credit Parties and
      the
      Collateral Agent (on behalf of the Lenders, the Issuing Banks, the Agents and
      the other Secured Parties) agrees that the Existing Security Agreement shall
      be
      amended and restated in its entirety as follows:

     

     

    ARTICLE
      1

    Definitions
      And
      Interpretation

     

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

     

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

     

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

     

    “Agreement”
      means this Security Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Enforcement
      Proceeds” means any cash, securities or other consideration received
      from time to time by the Collateral Agent as a result of the taking of any
      Enforcement Action in accordance with the Security Documents and Applicable
      Law,
      including, without limitation (a) any balances then outstanding in the Pledged
      Accounts or received therein from time to time thereafter, including any Net
      Cash Proceeds then held in any Pledged Account, (b) the proceeds of any
      Disposition or other Enforcement Action taken pursuant to Article 6, and (c)
      proceeds of any Foreclosure Action or judicial or other non-judicial
      proceeding.

     

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

     

    “Excluded
      Payment Property” means any property of a Grantor of the type described
      in (and not excluded from) Section 5.01(b)(i) through (iv), to the extent
      that the grant of a security interest therein or a Lien thereon would result
      in
      (i) a breach of or a default under a provision which is not rendered ineffective
      by the UCC contained in any agreement in existence on the Effective Date to
      which the Company or any Subsidiary of the Company is a party (other than (x)
      an
      agreement listed on Schedule VI hereto or (y) an agreement that can be amended
      solely by the Company and/or one or more of its Subsidiaries), or (ii) a
      mandatory prepayment obligation under any such agreement, or allow any party
      to
      any such agreement (other than the Company or any Subsidiary of the Company)
      to
      accelerate obligations due thereunder, terminate any material contract right
      thereunder or exercise any put or call right, right of refusal, purchase option
      or similar right thereunder.

     

    “Excluded
      Subsidiary Grantor Assets” has the meaning set forth in Section 5.01(b).

     

    “Federal
      Book Entry Regulations” means (a) the federal regulations contained in
      Subpart B (“Treasury/Reserve Automated Debt Entry System (TRADES)”)
      governing book-entry securities consisting of U.S. Treasury bonds, notes and
      bills and Subpart D of 31 C.F.R. Part 357, 31 C.F.R. § 357.2, § 357.10
      through § 357.14 and § 357.41 through § 357.44 and (b) to the
      extent substantially identical to the federal regulations referred to in clause
      (a) above (as in effect from time to time), the federal regulations governing
      other book-entry securities.

     

    “Financing
      Documents” means the Loan Documents and the Secured Hedging
      Agreements.

     

    “Foreclosure
      Action” means the sale, transfer or other Disposition by the Collateral
      Agent of all or any part of the Collateral at any public or private sale at
      such
      place and at such time as the Collateral Agent shall determine and in compliance
      with Applicable Law.

     

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

     

    “Indemnified
      Party” has the meaning set forth in Section
      9.01(a).

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Subsidiary
      Grantor Payment Collateral” has the meaning set forth
      in Section 5.01(b).

     

    “Subsidiary
      Grantors” has the meaning set forth in the Preamble.

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      2

    [Reserved]

     

    ARTICLE
      3

    Representations
      And
      Warranties

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  With
      respect to any
      Credit Party that is a Grantor, the Initial Pledged Equity as set forth on
      Schedule II (as such schedule may be amended or supplemented from time to time)
      pledged as Collateral by such Credit Party to the Collateral Agent hereunder
      constitutes 100% of the issued and outstanding Equity Interests of each issuer
      thereof.

     

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

     

    ARTICLE
      4

    Pledged
      Accounts

     

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

     

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

     

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

     

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

     

    (b)  Commencing
      with the
      date hereof and continuing until the termination of the Transaction Liens in
      accordance with Section 5.07(b), each Pledged
      Account shall be established and maintained by the Depository Bank as a
      securities account or as a deposit account at its offices in New York City,
      New
      York, in the name of and under the sole dominion and control of the Collateral
      Agent; provided that the Cash Collateral Account may be terminated at
      such time as:  (i) all Letters of Credit shall have expired or been
      paid, settled, satisfied, released, or otherwise terminated, (ii) all LC
      Disbursements shall have been reimbursed, (iii) all LC Commitments and all
      commitments of the Lenders to participate in Letters of Credit shall have been
      terminated and (iv) all amounts on deposit in the Cash Collateral Account shall
      have been transferred to the Collateral Account as Unused Cash Collateral,
      to be
      applied in accordance with Section 2.09 of the Credit Agreement and Section 6.02.  The Collateral Agent shall
      cause each of the Pledged Accounts to be, and each Pledged Account shall be,
      separate from all other accounts held by or under the control or dominion of
      the
      Collateral Agent.  The Company irrevocably confirms the authority of
      (and directs and authorizes) the Collateral Agent to, or to direct the
      Depository Bank to, and the Collateral Agent agrees to, or to direct the
      Depository Bank to, deposit into, or credit to, and transfer funds from the
      Pledged Accounts to the Collateral Agent, the Administrative Agent, the other
      Secured Parties and the Company (or its designee), in each case in accordance
      with this Agreement and the other Loan Documents.

     

    (c)  The
      Credit Parties
      acknowledge that the Collateral Agent may cause the Depository Bank to establish
      subaccounts of the Qualified Investments Account, and that such subaccounts
      may,
      at the Collateral Agent’s election, be either (i) actual, separate accounts or
      (ii) notional accounts reflected in the Collateral Agent’s records as accounting
      entries with respect to the actual Qualified Investments Account maintained
      by
      the Depository Bank.  Each such subaccount shall constitute a Pledged
      Account hereunder, and each actual subaccount shall be established and
      maintained by the Depository Bank as a securities account at its offices in
      New
      York City, New York, in the name of the Collateral Agent.

     

    (d)  Unless
      otherwise
      specified in this Agreement, all references to the Qualified Investments Account
      shall include references to all subaccounts thereof, and such subaccounts shall
      be subject to the same restrictions and limitations as the Qualified Investments
      Account.

     

    (e)  The
      Company shall
      not have any rights against or to moneys or funds on deposit in, or credited
      to,
      the Pledged Accounts, as third-party beneficiary or otherwise, except the right
      of the Company (a) to receive moneys or funds on deposit in, or credited to,
      the
      Pledged Accounts, as required or permitted by this Agreement or by the
      provisions of any other Loan Document (to the extent such provisions are not
      inconsistent with this Agreement), and (b) to direct the Collateral Agent as
      to
      the investment of moneys held in the Pledged Accounts as permitted by Section 4.05.  In no event shall any amounts
      or Cash Equivalents deposited into, or credited to, any Pledged Account, be
      registered in the name of the Company, payable to the order of the Company,
      or
      specially endorsed to the Company, except to the extent that the foregoing
      have
      been specially endorsed to the Depository Bank or endorsed in
      blank.

     

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

     

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

     

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

     

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

     

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

     

    (c)  If
      any Letter of
      Credit, or any portion thereof, has terminated, expired or otherwise been
      released or satisfied undrawn and, as a result, the total amount of funds in
      the
      Cash Collateral Account, as of such date, exceeds 105% of the aggregate amount
      of LC Exposure, as of such date, then (i) the Collateral Agent shall, upon
      any
      request therefor from the Company, direct the Depository Bank to transfer such
      excess of funds on deposit in the Cash Collateral Account (any such amount,
      “Unused Cash Collateral”) into the Collateral Account; and (ii)
      such Unused Cash Collateral shall be applied in accordance with Section 2.09
      of
      the Credit Agreement and Section 6.02.

     

    Section
      4.03.  Qualified
      Investments Account. (a) If a FERC-Regulated Restricted Subsidiary receives
      Net Cash Proceeds from the Disposition of a Covered Asset as described in clause
      (d) of the definition of “Mandatory Asset Reduction Event”, then the Company
      shall deposit, or cause to be deposited, into the Collateral Account, within
      five days after such receipt, the amount, if any, by which the portion of such
      Net Cash Proceeds that is not deemed to have been invested in Qualified
      Investments described in clause (a)(ii) or (a)(iii) of the definition thereof
      exceeds $100,000,000.

     

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

     

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

     

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

     

    (e)  For
      the period from
      the initial transfer of the Remaining Reinvestment Amount to the Qualified
      Investments Account, until the date, if ever, on which the failure of the
      applicable Restricted Subsidiary to invest such Remaining Reinvestment Amount
      in
      Qualified Investments, requires application of all or a portion thereof in
      connection with a reduction of the Commitments pursuant to Section 2.07(d)
      of
      the Credit Agreement, the Collateral Agent shall, at the written direction
      of
      the Company from time to time, direct the Depository Bank to pay such funds
      on
      deposit in the Qualified Investments Account (or any applicable Qualified
      Investments Subaccount) to the Restricted Subsidiary identified by the Company
      in the Officer’s Certificate described in the following sentence.  The
      written direction described in the preceding sentence shall be accompanied
      by an
      Officer’s Certificate (i) setting forth the name of the Restricted Subsidiary
      whose Disposition of Covered Assets resulted in the deposit of the Remaining
      Reinvestment Amount that is being requested to be paid pursuant to such written
      direction, (ii) if such Restricted Subsidiary is a FERC-Regulated Restricted
      Subsidiary, stating that all funds retained by such FERC-Regulated Restricted
      Subsidiary pursuant to Section 4.03(a) from
      the Net Cash Proceeds of all of its Dispositions of Covered Assets prior to
      the
      date of such certificate have been, or (by making the currently proposed
      Qualified Investment(s)) will be, used to make Qualified Investments, and (iii)
      describing the Qualified Investment(s) to be made (or deemed made) by such
      Restricted Subsidiary with such funds, pursuant to the definition of “Qualified
      Investment”.  Notwithstanding the foregoing, the Company shall have
      the right to direct that funds on deposit in the Qualified Investments Account
      or any applicable Qualified Investments Subaccount be paid to a FERC-Regulated
      Restricted Subsidiary in respect of new Qualified Investments made or deemed
      made by such FERC-Regulated Restricted Subsidiary only if, on the proposed
      date
      of such payment from the Qualified Investments Account or applicable Qualified
      Investments Subaccount, the aggregate amount of Qualified Investments made
      by
      such FERC-Regulated Restricted Subsidiary after April 16, 2003 equals or exceeds
      the sum of (1) the product of (x) $100,000,000 times (y) the number of such
      Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary
      that
      have resulted in a deposit in the Collateral Account, plus (2) the aggregate
      Net
      Cash Proceeds of Dispositions of Covered Assets by such FERC-Regulated
      Restricted Subsidiary after April 16, 2003 that have not resulted in deposits
      into the Collateral Account.

     

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

     

    (g)  If
      following the
      application of a Mandatory Asset Reduction Amount in accordance with Section
      2.07(d) of the Credit Agreement and any prepayment of Loans or Cash
      Collateralization of outstanding Letters of Credit in connection therewith
      pursuant to Section 2.09(c) of the Credit Agreement, there are remaining funds
      in the Qualified Investments Account attributable to such Mandatory Asset
      Reduction Amount, the Collateral Agent shall direct the Depository Bank to
      transfer such remaining funds (i) if no Event of Default exists at the time,
      to
      the Company, or as the Company directs, to be used for general corporate
      purposes, or (ii) if an Event of Default exists at the time, to the Collateral
      Account to be applied in accordance with Section
      6.02 hereof.

     

    (h)  The
      Collateral
      Agent shall effectuate any transfer required pursuant to Section
      4.03(f)
      or
4.03(g)
      by giving appropriate entitlement orders to the Depository Bank.

     

    Section
      4.04.  Payments
      in Trust.  If, notwithstanding the instructions given or required
      to be given in accordance with this Article
      4, any payments required by any Security Document to be remitted
      to
      the Collateral Agent are instead remitted to the Company or its Affiliates
      (it
      being the intent and understanding of the parties hereto that such payments
      are
      not to be made directly to the Company but directly to the Collateral Agent
      for
      deposit into, or credit to, the relevant Pledged Account for application in
      accordance with this Article
      4), then, to the fullest extent permitted by Applicable Law, the
      Company or such other Person shall receive such payments into a constructive
      trust for the benefit of the Secured Parties and subject to the Secured Parties’
security interest, and shall (or shall use its best efforts to cause the Person
      receiving such payments to) promptly remit them to the Collateral Agent for
      deposit into, or credit to, the applicable Pledged Account designated by this
Article
      4.

     

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

     

    (b)  Unless
      it has
      received instructions from the Company in accordance with this Section 4.05 as to the investment of such funds, the
      Collateral Agent may direct the Depository Bank to invest or reinvest any funds
      in any Pledged Account.  All investments and reinvestments of funds in
      the Pledged Accounts shall be made in the name of the Depository
      Bank.

     

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

     

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

     

    (e)  All
      references in
      this Agreement to Pledged Accounts and to cash, moneys or funds therein or
      balances thereof, shall include the Cash Equivalents in which such cash, moneys,
      funds or balances are then invested and the proceeds thereof, and all financial
      assets and security entitlements carried in or credited to such Pledged
      Accounts.

     

    (f)  (i)
      Neither the
      Collateral Agent nor any of its Affiliates assume any duty or liability for
      monitoring the rating or performance of any Cash Equivalent.  Subject
      to Section 4.06, in the event an investment
      selection is not made by the Company in accordance with this Section 4.05, the funds in the Pledged Accounts shall
      not be required to be invested but may be invested at the discretion of the
      Collateral Agent, and the Collateral Agent shall not incur any liability for
      interest or income thereon.  The Collateral Agent shall have no
      obligation to cause the investment or reinvestment of the funds in the Pledged
      Accounts on the day of deposit if all or a portion of such funds is deposited
      with the Collateral Agent after 11:00 a.m. (New York City time) on such day
      of
      deposit.  Instructions to invest or reinvest that are received after
      11:00 a.m. (New York City time) will be treated as if received on the following
      Business Day in New York.  Requests or instructions received after
      11:00 a.m. (New York City time) by the Collateral Agent to liquidate all or
      a
      portion of funds in any Pledged Account will be treated as if received on the
      following Business Day in New York.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      4.11.  Return
      of Funds to the Company.  Upon any request by the Company
      following the release of the Transaction Liens in accordance with Section 5.07(b), the Collateral Agent shall direct the
      Depository Bank to, and the Depository Bank shall promptly pay, transfer and
      deliver to or to the order of the Company all moneys, investments, and other
      property held in, or credited to, the Pledged Accounts, in each case, in
      accordance with the instructions of the Company and at the Company’s
      expense.

     

    ARTICLE
      5

    Security
      Interests

     

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

     

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

     

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

     

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

     

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

     

    (v)  all
      proceeds of the
      foregoing Security Collateral.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (vi)  all
      proceeds of the
      foregoing Account Collateral.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c)  Ownership
      of
      Equity Interests in Pledged Companies.  Each Grantor (including
      any successor thereto pursuant to a merger or consolidation permitted under
      Section 6.05 of the Credit Agreement) agrees and covenants that (i) it will
      at
      all times remain a registered organization, as defined in Section 9-102(70)
      of
      the UCC, and (ii) with respect to each Pledged Company in which such Grantor
      has
      pledged Equity Interests hereunder, such Grantor will at all times own directly
      100% of the outstanding Equity Interests issued by such Pledged Company
      (including voting, economic and other rights associated therewith), except
      to
      the extent permitted under Section 6.04(a)(iv) of the Credit Agreement and
      except for the rights of the Collateral Agent hereunder.

     

    Section
      5.07.  Release
      of Collateral. (a) Partial Release of Collateral.

     

    (i)  Payments
      out of
      Pledged Accounts.  Upon any payment of amounts out of any Pledged
      Account (and not deposited into, or transferred to, another Pledged Account)
      to
      (A) the Administrative Agent, the Collateral Agent or the Depository Bank in
      respect of amounts due and payable hereunder to such Persons or other Secured
      Parties, (B) any Secured Party or (C) the Company or any Restricted Subsidiary
      (or any other Person designated in writing by the Company to the Collateral
      Agent to receive such payment), in each case in accordance with the Security
      Documents, the Transaction Liens on such amount shall be automatically released
      without further action or consent by the Collateral Agent or any other Person
      (including any Secured Party).

     

    (ii)  Release
      of Lien
      on Collateral.  Upon the Disposition of any Collateral in a
      transaction permitted under the Credit Agreement and the other Loan Documents,
      the Transaction Liens on such Collateral shall be automatically released without
      further action or consent by the Collateral Agent or any other Person (including
      any other Secured Party).

     

    (b)  Full
      Release of
      Collateral.  On the earlier of (A) the Final Payment Date or (B)
      the date on which the requisite percentage of the Lenders have approved the
      release of the Transaction Liens in accordance with Section 10.02 of the Credit
      Agreement, the Transaction Liens shall be fully and automatically released
      without further action by the Collateral Agent or any other Person (including
      any other Secured Party), and all rights to the Collateral shall revert to
      the
      applicable Grantor.

     

    (c)  Delivery
      of
      Releases and Return of Collateral.  Upon the release of any
      Transaction Lien pursuant to this Section 5.07, the
      Collateral Agent will, at the applicable Grantor’s expense, (i) execute and
      deliver to such Grantor such release or releases (including Uniform Commercial
      Code partial release or termination statements) as such Grantor shall reasonably
      request to evidence such release, and (ii) deliver to the applicable Grantors
      or
      their designees designated in writing to the Collateral Agent such Collateral,
      including any Assets in the Pledged Accounts and any certificates or instruments
      representing or evidencing any such Collateral that is Security
      Collateral.

     

    Section
      5.08.  Voting
      Rights, Dividends, Payments, Etc.  (a) So long as no Event of
      Default shall have occurred and be continuing:

     

    (i)  each
      Grantor shall
      be entitled to exercise any and all voting and other consensual rights
      pertaining to the Security Collateral (including rights relating to conversion
      or exchange thereof) of such Grantor or any part thereof at any time and for
      any
      purpose; provided that such Grantor will not exercise or refrain from
      exercising any such right if such action would violate this
      Agreement;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (a)  to
      ask for, demand,
      collect, sue for, recover, compromise, receive and give acquittance and receipts
      for moneys due and to become due under or in respect of any of the
      Collateral;

     

    (b)  to
      receive, indorse
      and collect any drafts or other instruments, documents and chattel paper, in
      connection with clause (a) above; and

     

    (c)  to
      file any claims
      or take any action or institute any proceedings that the Collateral Agent may
      deem necessary or desirable for the collection of any of the Collateral or
      otherwise to enforce the rights of the Collateral Agent and any other Secured
      Party with respect to any of the Collateral;

     

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

     

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

     

    ARTICLE
      6

    Remedies
      and
      Enforcement

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    second,                    to
      pay the unpaid principal of all Borrowings and all unreimbursed LC Disbursements
      and to Cash Collateralize all outstanding Letters of Credit, all ratably until
      the principal of all Borrowings and all unreimbursed LC Disbursements shall
      have
      been paid in full and all Letters of Credit shall have been Cash
      Collateralized;

     

                     third,to
      pay all other amounts owed under the
      Credit Agreement and the other Loan Documents ratably, until all such other
      amounts shall have been paid in full;

     

    fourth,                    to
      pay all other Secured Obligations ratably, until payment in full of all such
      other Secured Obligations shall have been made; and

     

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

     

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

     

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

     

    ARTICLE
      7 

    Depository
      Bank

     

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

     

    ARTICLE
      8 

    [reserved]

     

    ARTICLE
      9 

    Miscellaneous

     

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

     

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

     

    (c)  The
      indemnities
      provided by the Credit Parties pursuant to this Agreement shall survive the
      expiration, cancellation, termination or modification of this Agreement or
      the
      other Security Documents, the resignation or removal of the Collateral Agent,
      Depository Bank or Secured Parties and the provision of any subsequent or
      additional indemnity by any Person.

     

    (d)  All
      amounts due
      under this Section 9.01 shall be payable not later
      than 30 days after the delivery of written demand to the Company
      therefor.

     

    Section
      9.02.  Amendments;
      Waivers, Etc. No amendment, modification or waiver of any provision of this
      Agreement or any other Security Document, and no consent with respect to any
      departure by the Collateral Agent, any other Secured Party or any Credit Party
      herefrom or therefrom, shall be effective unless the same shall be in writing
      and signed by the Credit Parties and the Collateral Agent in accordance with
      the
      Credit Agreement.  Any such waiver or consent shall be effective only
      in the specific instance and for the specific purpose for which
      given.

     

    Section
      9.03.  Security
      Interest Absolute and Waivers.  (a)  The
      obligations of each Credit Party under or in respect of this Agreement or any
      other Security Document to which such Credit Party is a party are independent
      of
      the Secured Obligations or any other obligations of any other Credit Party
      under
      or in respect of the Financing Documents, and a separate action or actions
      may
      be brought and prosecuted by the Collateral Agent against each Credit Party
      to
      enforce this Agreement or any other Security Document to which such Credit
      Party
      is a party, irrespective of whether any action is brought against the Company
      or
      any other Credit Party or whether the Company or any other Credit Party is
      joined in any such action or actions.  All rights of the Collateral
      Agent and the other Secured Parties and the Liens granted by the Grantors
      hereunder, and all obligations of each Credit Party hereunder, shall be
      unaffected by, and each Credit Party hereby irrevocably waives (to the maximum
      extent permitted by applicable law) any defenses to its obligations under the
      Security Documents that it may now have or may hereafter acquire, which defenses
      in any way relate to, any or all of the following:

     

    (i)  any
      lack of
      validity or enforceability of any Financing Document or any other agreement
      or
      instrument relating thereto;

     

    (ii)  any
      change in the
      time, manner or place of payment of, or in any other term of, all or any of
      the
      Secured Obligations or any other obligations of any Credit Party under or in
      respect of the Financing Documents or any other amendment or waiver of or any
      consent to any departure from any Financing Document, including any increase
      in
      the Secured Obligations resulting from the extension of additional credit to
      any
      Credit Party or any of its Subsidiaries or otherwise;

     

    (iii)  any
      Condemnation,
      exchange, release or non-perfection of any Collateral or any other collateral,
      or any release, amendment or waiver of, or consent to, or departure from any
      Guaranty of all or any of the Secured Obligations;

     

    (iv)  any
      manner of
      application of any Collateral or any other collateral, or proceeds thereof,
      to
      all or any of the Secured Obligations, or any manner of sale or other
      disposition of any Collateral or any other collateral for all or any of the
      Secured Obligations or any other obligations of any Credit Party under or in
      respect of the Financing Documents or any other assets of any Credit Party
      or
      any of its Subsidiaries;

     

    (v)  any
      change,
      restructuring or termination of the corporate structure or existence of any
      Credit Party or any of its Subsidiaries;

     

    (vi)  any
      failure of any
      Secured Party to disclose to any Credit Party any information relating to the
      business, condition (financial or otherwise), operations, performance, assets,
      nature of assets, liabilities or prospects of any other Credit Party now or
      hereafter known to such Secured Party (each Credit Party waiving any duty on
      the
      part of the Secured Parties to disclose such information);

     

    (vii)  the
      failure of any
      other Person to execute or deliver this Agreement or any other Security
      Document, guaranty or agreement or the release or reduction of liability of
      any
      Credit Party or other grantor or surety with respect to the Secured Obligations;
      or

     

    (viii)  any
      other
      circumstance (including any statute of limitations) or any existence of or
      reliance on any representation by any Secured Party that might otherwise
      constitute a defense available to, or a discharge of, such Credit Party or
      any
      other Credit Party or third party grantor of a secured interest, but
      specifically excluding any defense or discharge arising as a result of
      performance or indefeasible payment.

     

    (b)  This
      Agreement
      shall continue to be effective or be reinstated, as the case may be, if at
      any
      time any payment of any of the Secured Obligations is rescinded or must
      otherwise be returned by any Secured Party or by any other Person upon the
      insolvency, bankruptcy or reorganization of any Credit Party or otherwise,
      all
      as though such payment had not been made.

     

    (c)  Each
      Credit Party
      hereby unconditionally and irrevocably waives promptness, diligence, notice
      of
      acceptance, presentment, demand for performance, notice of nonperformance,
      default, notice of intent to accelerate, acceleration, protest or dishonor
      and
      any other notice with respect to any of the Secured Obligations and this
      Agreement or any other Security Document to which such Credit Party is a party
      and any requirement that any Secured Party protect, secure, perfect or insure
      any Lien or any property subject thereto or exhaust any right or take any action
      against any Credit Party or any other Person or any Collateral.

     

    (d)  Each
      Credit Party
      hereby unconditionally and irrevocably waives any right to revoke this Agreement
      or any other Security Document to which such Credit Party is a party and
      acknowledges that this Agreement or any other Security Document to which such
      Credit Party is a party is continuing in nature and applies to all Secured
      Obligations, whether existing now or in the future.

     

    (e)  Each
      Credit Party
      hereby unconditionally and irrevocably waives (i) any defense arising by reason
      of any claim or defense based upon an election of remedies by the Collateral
      Agent that in any manner impairs, reduces, releases or otherwise adversely
      affects the subrogation, reimbursement, exoneration, contribution or
      indemnification rights of such Credit Party or other rights of such Credit
      Party
      to proceed against any other Credit Party, any other guarantor or any other
      Person or any Collateral and (ii) any defense based on any right of set-off
      or
      counterclaim against or in respect of the obligations of such Credit Party
      hereunder.

     

    (f)  Each
      Credit Party
      and each of the Secured Parties confirms that it is the intention of all such
      Persons that this Agreement, the other Security Documents and the obligations
      of
      each Credit Party hereunder or thereunder do not constitute a fraudulent
      transfer or fraudulent conveyance for purposes of the Bankruptcy Code, the
      Uniform Fraudulent Conveyance Act, the Uniform  Fraudulent Transfer
      Act or any similar foreign, federal or state law to the extent applicable to
      this Agreement, any other Security Document and the obligations of each Credit
      Party hereunder or thereunder or in connection with any Insolvency Proceeding
      in
      respect of any Credit Party.  To effectuate the foregoing intention,
      the Collateral Agent, the other Secured Parties and the Subsidiary Grantors
      hereby irrevocably agree that the obligations of each Subsidiary Grantor under
      this Agreement and the other Security Documents at any time shall not exceed
      the
      maximum amount as will result in the obligations of such Subsidiary Grantor
      under this Agreement and the other Security Documents not constituting a
      fraudulent transfer or fraudulent conveyance (after giving effect to Section
      2.02 of the Subsidiary Guarantee Agreement).

     

    (g)  Each
      Credit Party
      acknowledges that it will receive substantial direct and indirect benefits
      from
      the financing arrangements contemplated by the Security Documents and that
      the
      waivers set forth in this Section 9.03 are knowingly
      made in contemplation of such benefits.

     

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

     

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

     

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

     

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

     

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

     

    (c)  Any
      party hereto
      may change its address or telecopy number for notices and other communications
      hereunder by notice to the other parties hereto.  All notices and
      other communications given to any party hereto in accordance with the provisions
      of this Agreement shall be deemed to have been given and effective, if sent
      by
      mail or courier on the date of delivery thereof to the address specified herein
      for such notice, or if by telecopier when the answerback is received or if
      by
      other means, on the date of receipt; provided that a notice given by
      telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a
      Business Day or after business hours in the place of receipt, will be deemed
      to
      be received on the next Business Day in that place.

     

    Section
      9.05.  Continuing
      Security Interest; Assignments.  This Agreement and each other
      Security Document shall create a continuing security interest in the Collateral
      and shall (a) remain in full force and effect until terminated in accordance
      with its terms, (b) be binding upon each Credit Party, its successors and
      assigns and (c) inure, together with the rights and remedies of the Collateral
      Agent hereunder, to the benefit of the Secured Parties and their respective
      successors, transferees and assigns.  Without limiting the generality
      of the foregoing clause (c), each Secured Party may
      assign, sell or otherwise transfer all or any portion of its rights and
      obligations in respect of any Secured Obligations held by it to any other
      Person, and such other Person shall thereupon become vested with all the
      benefits in respect thereof granted to such Secured Party herein or otherwise,
      in each case subject to the Financing Documents.

     

    Section
      9.06.  [Reserved].

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      9.17.  Survival.  Notwithstanding
      anything in this Agreement to the contrary, Sections 9.01, 9.17, 9.19,
9.20
      and 9.21 shall survive any termination of this
      Agreement.  In addition, each representation and warranty made or
      deemed to be made hereunder shall survive the Effective Date.

     

    Section
      9.18.  [Reserved].

     

    Section
      9.19.  Jurisdiction,
      Etc.(a)  Each of the parties hereby irrevocably and
      unconditionally submits, for itself and its property, to the nonexclusive
      jurisdiction of the Supreme Court of the State of New York, sitting in New
      York
      County, and of the United States District Court for the Southern District of
      New
      York, and any appellate court from any thereof, in any action or proceeding
      by
      the Collateral Agent or any Secured Party arising out of or relating to this
      Agreement or any of the other Security Documents to which it is a party or
      under
      which it is a beneficiary, or for recognition or enforcement of any judgment
      obtained in any such action or proceeding, and each of the parties hereto hereby
      irrevocably and unconditionally agrees that all claims in respect of any such
      action or proceeding may be heard and determined in such New York State court
      or, to the fullest extent permitted by law, in such Federal
      court.  Each of the parties hereto agrees that a final judgment in any
      such action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by
      law.  Nothing in this Agreement shall affect any right that any
      Secured Party may otherwise have to bring any action or proceeding relating
      to
      this Agreement, the Security Documents or any of the other Financing Documents
      in the courts of any jurisdiction.

     

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

     

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

     

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

     

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

     

    



    
      
              

                      

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed
      and delivered by its officer thereunto duly authorized as of the date first
      above written.

     

    
      	
              THE
                COMPANY

            	
              EL
                PASO
                CORPORATION

               

            
	 	 
	 	
              By:

            	 /s/
              John Hopper
	 	
              Name:
                John Hopper

            
	 	
              Title:  Vice
                President

            


    

     

    
 

    
      	
              PIPELINE
                COMPANY BORROWERS:

            	
              EL
                PASO
                NATURAL GAS COMPANY

               

            
	 	 
	 	
              By:

            	 /s/
              John Hopper
	 	
              Name:
                John Hopper

            
	 	
              Title:  
Vice
                President

            


    

     

    
 

    
      	
              TENNESSEE
                GAS
                PIPELINE COMPANY

               

            
	
              By:

            	 /s/
              John Hopper
	
              Name:
                John
                Hopper

            
	
              Title:  
                Vice President

            


    

     

    
 

    
      	
              SUBSIDIARY
                GRANTORS:

            	
              EL
                PASO EPNG
                INVESTMENTS, L.L.C.

               

            
	 	 
	 	
              By:

            	 /s/
              John Hopper
	 	
              Name:
                John Hopper

            
	 	
              Title:  
Vice
                President

            


    

     

    
 

    
      	
              EL
                PASO
                TENNESSEE PIPELINE CO.

               

               

            
	
              By:

            	 /s/
              John Hopper
	
              Name:
                John
                Hopper

            
	
              Title:  
                Vice President

            


    

     

    
 

    
      	
              EL
                PASO TGPC
                INVESTMENTS, L.L.C.

               

               

            
	
              By:

            	 /s/
              John Hopper
	
              Name:
                John
                Hopper

            
	
              Title:  
                Vice President

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              RELEASED
                PARTIES:

            	
              EL
                PASO CNG
                COMPANY, L.L.C.

               

               

            
	 	 
	 	
              By:

            	 /s/
              John Hopper
	 	
              Name:
                John Hopper

            
	 	
              Title:  Vice
                President

            


    

    
 

    
      	
              EL
                PASO NORIC
                INVESTMENTS III, L.L.C.

               

               

            
	
              By:

            	 /s/
              John Hopper
	
              Name:
                John
                Hopper

            
	
              Title:   
                Vice President

            


    

    


    


    
      	
              EPPP
                CIG GP
                HOLDINGS, L.L.C.

               

               

            
	
              By:

            	 /s/
              John Hopper
	
              Name: 
                John Hopper

            
	
              Title:   
                Vice President

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              COLLATERAL
                AGENT:

            	
              JPMORGAN
                CHASE BANK, N.A., as Collateral Agent

               

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

     

    
 

    
      	
              DEPOSITORY
                BANK:

            	
              JPMORGAN
                CHASE BANK, N.A., as Depository Bank

               

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title: