exhibit10a.htm


     

    EXHIBIT
      10.A


    
      

    

     

     

    EXECUTION
      VERSION

     

     

     

    THIRD
      AMENDED AND RESTATED

     

    CREDIT
      AGREEMENT

     

    dated
      as
      of

     

    November
      16,
      2007

     

    among

     

    EL
      PASO
      CORPORATION,

     

    EL
      PASO
      NATURAL GAS COMPANY and

     

    TENNESSEE
      GAS PIPELINE COMPANY,

     

    as
      Borrowers

     

    The
      Lenders Party
      Hereto

     

    and

     

    JPMORGAN
      CHASE BANK, N.A.,

     

    as
      Administrative
      Agent and Collateral Agent

     

    ___________________________

     

    CITICORP
      NORTH AMERICA, INC.,

     

    Syndication
      Agent

     

    ABN
      AMRO
      BANK N.V., BANK OF AMERICA, N.A. and

    DEUTSCHE
      BANK SECURITIES INC.,

     

    Co-Documentation
      Agents

     

    CITIGROUP
      GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC.,

     

    as
      Joint
      Bookrunners and Co-Lead Arrangers

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      TABLE
        OF
        CONTENTS

       

       

      


        
          	
                  ARTICLE
                    1

                  DEFINITIONS

                   

                	
                   Page

                
	
                  Section
                    1.01

                	 	
                  Defined
                    Terms

                	
                  1

                
	
                  Section
                    1.02

                	 	
                  Terms
                    Generally

                	
                  22

                
	
                  Section
                    1.03

                	 	
                  Accounting
                    Terms; GAAP

                	
                  22

                
	 	 	 	 
	
                  ARTICLE
                    2

                  THE
                    CREDITS

                   

                	 
	
                  Section
                    2.01

                	 	
                  Commitments

                	
                  23

                
	
                  Section
                    2.02

                	 	
                  Loans
                    and
                    Borrowings

                	
                  23

                
	
                  Section
                    2.03

                	 	
                  Requests
                    for Borrowings

                	
                  23

                
	
                  Section
                    2.04

                	 	
                  Letters
                    of Credit

                	
                  24

                
	
                  Section
                    2.05

                	 	
                  Fundings
                    of Borrowings

                	
                  28

                
	
                  Section
                    2.06

                	 	
                  Interest
                    Elections

                	
                  29

                
	
                  Section
                    2.07

                	 	
                  Optional
                    and Mandatory Termination and Reduction of
                    Commitments

                	
                  30

                
	
                  Section
                    2.08

                	 	
                  Repayment
                    of Loans; Evidence of Debt

                	
                  31

                
	
                  Section
                    2.09

                	 	
                  Optional
                    and Mandatory Prepayment of Loans

                	
                  32

                
	
                  Section
                    2.10

                	 	
                  Fees

                	
                  32

                
	
                  Section
                    2.11

                	 	
                  Interest

                	
                  33

                
	
                  Section
                    2.12

                	 	
                  Alternate
                    Rate of Interest

                	
                  34

                
	
                  Section
                    2.13

                	 	
                  Increased
                    Costs

                	
                  34

                
	
                  Section
                    2.14

                	 	
                  Break
                    Funding Payments

                	
                  36

                
	
                  Section
                    2.15

                	 	
                  Taxes

                	
                  36

                
	
                  Section
                    2.16

                	 	
                  Payments
                    Generally; Pro Rata Treatment; Sharing of Set-Offs

                	
                  37

                
	
                  Section
                    2.17

                	 	
                  Mitigation
                    Obligations; Replacement of Lenders

                	
                  39

                
	 	 	 	 
	
                  ARTICLE
                    3

                  CONDITIONS

                   

                	 
	
                  Section
                    3.01

                	 	
                  Effective
                    Date; Conditions to Initial Credit Event

                	
                  40

                
	
                  Section
                    3.02

                	 	
                  Each
                    Credit Event

                	
                  42

                
	
                  Section
                    3.03

                	 	
                  Changes
                    in Lenders And Commitments

                	
                  43

                
	 	 	 	 
	
                  ARTICLE
                    4

                  REPRESENTATIONS
                    AND WARRANTIES

                   

                	 
	
                  Section
                    4.01

                	 	
                  Organization;
                    Powers

                	
                  44

                
	
                  Section
                    4.02

                	 	
                  Authorization

                	
                  44

                
	
                  Section
                    4.03

                	 	
                  Governmental
                    Approvals; No Conflicts

                	
                  44

                
	
                  Section
                    4.04

                	 	
                  Binding
                    Obligation; Enforceability

                	
                  44

                
	
                  Section
                    4.05

                	 	
                  Financial
                    Condition

                	
                  44

                
	
                  Section
                    4.06

                	 	
                  Compliance
                    with Laws and Agreements

                	
                  45

                
	
                  Section
                    4.07

                	 	
                  Litigation

                	
                  45

                
	
                  Section
                    4.08

                	 	
                  Taxes

                	
                  46

                
	
                  Section
                    4.09

                	 	
                  Properties

                	
                  46

                
	
                  Section
                    4.10

                	 	
                  ERISA

                	
                  46

                
	
                  Section
                    4.11

                	 	
                  Investment
                    Company Act

                	
                  47

                
	
                  Section
                    4.12

                	 	
                  Federal
                    Reserve Regulations

                	
                  47

                
	
                  Section
                    4.13

                	 	
                  Collateral

                	
                  47

                
	
                  Section
                    4.14

                	 	
                  Environmental
                    Matters

                	
                  47

                
	
                  Section
                    4.15

                	 	
                  Disclosure

                	
                  47

                
	
                  Section
                    4.16

                	 	
                  Subsidiaries

                	
                  47

                
	 	 	 	 
	
                  ARTICLE
                    5

                  AFFIRMATIVE
                    COVENANTS

                   

                	 
	
                  Section
                    5.01

                	 	
                  Preservation
                    of Existence

                	
                  48

                
	
                  Section
                    5.02

                	 	
                  Compliance
                    with Laws

                	
                  48

                
	
                  Section
                    5.03

                	 	
                  Visitation
                    Rights

                	
                  48

                
	
                  Section
                    5.04

                	 	
                  Books
                    and
                    Records

                	
                  48

                
	
                  Section
                    5.05

                	 	
                  Maintenance
                    of Properties

                	
                  48

                
	
                  Section
                    5.06

                	 	
                  Maintenance
                    of Insurance

                	
                  48

                
	
                  Section
                    5.07

                	 	
                  Security
                    Interests in Collateral

                	
                  49

                
	
                  Section
                    5.08

                	 	
                  Reporting
                    Requirements

                	
                  49

                
	
                  Section
                    5.09

                	 	
                  Collateral
                    Reporting

                	
                  51

                
	 	 	 	 
	
                  ARTICLE
                    6

                  NEGATIVE
                    COVENANTS

                   

                	 
	
                  Section
                    6.01

                	 	
                  Liens

                	
                  51

                
	
                  Section
                    6.02

                	 	
                  Financial
                    Covenants

                	
                  53

                
	
                  Section
                    6.03

                	 	
                  Debt

                	
                  53

                
	
                  Section
                    6.04

                	 	
                  Disposition
                    of Property or Assets

                	
                  54

                
	
                  Section
                    6.05

                	 	
                  Mergers

                	
                  56

                
	
                  Section
                    6.06

                	 	
                  Use
                    of
                    Proceeds

                	
                  57

                
	
                  Section
                    6.07

                	 	
                  Transactions
                    with Affiliates

                	
                  57

                
	
                  Section
                    6.08

                	 	
                  Restrictive
                    Agreements

                	
                  57

                
	 	 	 	 
	
                  ARTICLE
                    7

                  EVENTS
                    OF
                    DEFAULT

                   

                	 
	 	 	 	 
	
                  ARTICLE
                    8

                  COMPANY
                    GUARANTEE

                   

                	 
	
                  Section
                    8.01

                	 	
                  Company
                    Guarantee

                	
                  61

                
	
                  Section
                    8.02

                	 	
                  No
                    Subrogation

                	
                  62

                
	
                  Section
                    8.03

                	 	
                  Amendments,
                    etc. with Respect to the Obligations

                	
                  62

                
	
                  Section
                    8.04

                	 	
                  Guarantee
                    Absolute and Unconditional

                	
                  62

                
	
                  Section
                    8.05

                	 	
                  Reinstatement

                	
                  63

                
	 	 	 	 
	
                  ARTICLE
                    9

                  THE
                    AGENTS

                   

                	 
	 	 	 	 
	
                  ARTICLE
                    10

                  MISCELLANEOUS

                   

                	 
	
                  Section
                    10.01

                	 	
                  Notices

                	
                  65

                
	
                  Section
                    10.02

                	 	
                  Waivers;
                    Amendments

                	
                  67

                
	
                  Section
                    10.03

                	 	
                  Expenses;
                    Indemnity; Damage Waiver

                	
                  69

                
	
                  Section
                    10.04

                	 	
                  Successors
                    and Assigns

                	
                  70

                
	
                  Section
                    10.05

                	 	
                  Survival

                	
                  74

                
	
                  Section
                    10.06

                	 	
                  Counterparts;
                    Integration; Effectiveness

                	
                  74

                
	
                  Section
                    10.07

                	 	
                  Severability

                	
                  74

                
	
                  Section
                    10.08

                	 	
                  Right
                    of
                    Setoff

                	
                  74

                
	
                  Section
                    10.09

                	 	
                  Governing
                    Law; Jurisdiction; Consent to Service of Process

                	
                  75

                
	
                  Section
                    10.10

                	 	
                  Waiver
                    Of
                    Jury Trial

                	
                  75

                
	
                  Section
                    10.11

                	 	
                  Headings

                	
                  76

                
	
                  Section
                    10.12

                	 	
                  Confidentiality

                	
                  76

                
	
                  Section
                    10.13

                	 	
                  Security
                    Agreement

                	
                  77

                
	
                  Section
                    10.14

                	 	
                  Amendment
                    and Restatement and Continuing Effect

                	
                  77

                
	
                  Section
                    10.15

                	 	
                  USA
                    Patriot Act

                	
                  77

                
	
                  Section
                    10.16

                	 	
                  Releases

                	
                  78

                
	 	 	 	 


        



       

      
        	
                SCHEDULES:

              
	 
	
                Schedule
                  1

              	
                Lender
                  Commitments

              
	
                Schedule
                  2

              	
                Letter
                  of
                  Credit Commitments

              
	
                Schedule
                  3

              	
                Pricing
                  Schedule

              
	
                Schedule
                  4.05

              	
                Disclosure
                  Update

              
	
                Schedule
                  4.14

              	
                Environmental
                  Matters

              
	
                Schedule
                  4.16

              	
                Subsidiaries

              
	
                Schedule
                  6.08

              	
                Existing
                  Restrictive Agreements

              
	
                Schedule
                  10.16 (a)

              	
                Released
                  Subsidiary Guarantors

              
	 
	
                EXHIBITS:

              
	 
	
                EXHIBIT
                  A

              	
                Form
                  of
                  Assignment and Assumption

              
	
                EXHIBIT
                  B

              	
                Form
                  of
                  Borrowing Request

              
	
                EXHIBIT
                  C

              	
                Form
                  of
                  Note

              
	
                EXHIBIT
                  D

              	
                Form
                  of
                  Security Agreement

              
	
                EXHIBIT
                  E

              	
                Form
                  of
                  Subsidiary Guarantee Agreement

              
	
                EXHIBIT
                  F-1

              	
                Form
                  of
                  Opinion of Bracewell & Giuliani LLP, special New York counsel to the
                  Company

              
	
                EXHIBIT
                  F-2

              	
                Form
                  of
                  Opinion of General Counsel or Associate General Counsel to the
                  Company

              
	
                EXHIBIT
                  G

              	
                Acceptable
                  Subordination
                  Provisions

              


      





    
      
              

                             Third
            Amended and
            Restated Credit
            Agreement      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIRD
      AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 16, 2007,
      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”), the several
      banks and other financial institutions from time to time parties to this
      Agreement (the “Lenders”), and JPMORGAN CHASE BANK,
      N.A. (“JPMCB”), as administrative agent (in such
      capacity, the “Administrative Agent”) and as collateral agent
      (in such capacity, the “Collateral Agent”).

     

    W
      I T N E S
      S E T H :

     

    WHEREAS,
      the Company, Colorado Interstate Gas Company, a Delaware general partnership
      (“CIG”), EPNGC, TGPC, the Administrative Agent and certain of
      the Lenders are parties to the Amended and Restated Credit Agreement (as the
      same has been amended, supplemented and modified, the “Existing
      Facility”) dated as of July 31, 2006;

     

    WHEREAS,
      certain of the borrowers under the Existing Facility have requested that the
      Existing Facility be amended and restated in its entirety as more fully set
      forth herein;

     

    WHEREAS,
      the Lenders (who constitute the “Majority Lenders” as defined in the Existing
      Facility) and the Administrative Agent are willing to so amend and restate
      the
      Existing Facility, on the terms and subject to the conditions set forth in
      this
      Agreement;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants
      contained herein, the parties hereto hereby agree that, on the Effective Date,
      the Existing Facility shall be amended and restated in its entirety as
      follows:

     

    ARTICLE
      1

    Definitions

     

    Section
      1.01.  Defined
      Terms.  As used in this Agreement, the following terms have the
      meanings specified below:

     

    “ABR”,
      when used in reference to any Loan or Borrowing, refers to whether such Loan,
      or
      the Loans comprising such Borrowing, are bearing interest at a rate determined
      by reference to the Alternate Base Rate.

     

    “Acceptable
      Subordination Provisions” means subordination provisions substantially
      in the form of Exhibit G hereto or otherwise acceptable to the Administrative
      Agent.

     

    “Adjusted
      LIBO Rate” means, with respect to any Eurodollar Borrowing for any
      Interest Period, an interest rate per annum (rounded upwards, if necessary,
      to
      the next 1/100th of 1%) equal to (a) the LIBO Rate for such Interest Period
      multiplied by (b) the Statutory Reserve Rate.

     

    “Administrative
      Agent” has the meaning assigned to such term in the preamble
      hereof.

     

    “Administrative
      Questionnaire” means an Administrative Questionnaire in a form supplied
      by the Administrative Agent.

     

    “Affiliate”
      means, with respect to a specified Person, another Person that directly, or
      indirectly through one or more intermediaries, Controls or is Controlled by
      or
      is under common Control with the Person specified.

     

    “Agents”
      means the Administrative Agent, the Collateral Agent, the Syndication Agent,
      the
      Co-Documentation Agents and the Lead Arrangers.

     

    “Agreement”
      means the Existing Facility, as amended and restated by this Third Amended
      and
      Restated Credit Agreement, as amended, supplemented or otherwise modified from
      time to time.

     

    “Alternate
      Base Rate” means, for any day, a rate per annum equal to the greatest
      of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
      Rate in effect on such day plus 1⁄2 of 1%.  Any change in the Alternate
      Base Rate due to a change in the Prime Rate or the Federal Funds Effective
      Rate
      shall be effective from and including the effective date of such change in
      the
      Prime Rate or the Federal Funds Effective Rate, respectively.

     

    “Alternate
      Program” means any program providing for the sale or other Disposition
      of trade or other receivables entered into by the Company or a Subsidiary of
      the
      Company on terms customary for such financing transactions.

     

    “Applicable
      Rate” means, for any day, with respect to commitment fees and any Loan,
      the applicable rate specified in the Pricing Schedule for such day.

     

    “Approved
      Fund” has the meaning assigned to such term in Section 10.04.

     

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

     

    “Assignment
      and Assumption” means an assignment and assumption entered into by a
      Lender and an assignee (with the consent of any party whose consent is required
      by Section 10.04), and accepted by the
      Administrative Agent, in the form of Exhibit A or any other form approved
      by the Administrative Agent.

     

    “Availability
      Period” means the period from and including the Effective Date to but
      excluding the earlier of the Maturity Date and the date of termination of the
      Commitments.

     

    “Board
      of
      Directors” means with respect to any Person the Board of Directors or
      equivalent governing body of such Person as it may be constituted from time
      to
      time.

     

    “Board
      of
      Governors” means the Board of Governors of the Federal Reserve System
      of the United States of America.

     

    “Borrower”
      means the Company and each Pipeline Company Borrower, as
      applicable.

     

    “Borrowing”
      means Loans of the same Type to the same Borrower, made, converted or continued
      on the same date and, in the case of Eurodollar Loans, as to which a single
      Interest Period is in effect.

     

    “Borrowing
      Request” means a request substantially in the form of Exhibit B
      by a Borrower for a Borrowing in accordance with Section
      2.03.

     

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

     

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

     

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

     

    “Cash
      Collateral Account” has the meaning assigned to such term in the
      Security Agreement.

     

    “Cash
      Collateralize” means, with respect to any LC Exposure at any date, to
      deposit in the Cash Collateral Account, in the name of the Collateral Agent
      and
      for the benefit of the applicable Lenders, an amount in cash equal to 105%
      of
      such LC Exposure as of such date plus any accrued and unpaid interest
      thereon.

     

    “Cash
      Equivalents” means (a) marketable direct obligations issued or
      unconditionally guaranteed by the United States Government or issued by any
      agency thereof and backed by the full faith and credit of the United States,
      in
      each case maturing within one year from the date of acquisition thereof; (b)
      marketable direct obligations issued by any state of the United States of
      America or any political subdivision of any such state or any public
      instrumentality thereof maturing within one year from the date of acquisition
      thereof and, at the time of acquisition, having the highest rating obtainable
      from either S&P or Moody’s; (c) certificates of deposit or banker’s
      acceptances maturing within one year from the date of acquisition thereof issued
      by (x) any Lender, or (y) any commercial bank organized under the laws of the
      United States of America or any state thereof or the District of Columbia having
      combined capital and surplus of not less than $500,000,000 (any such Lender
      or
      bank, a “Qualifying Lender”); (d) eurodollar time deposits
      having a maturity of less than one year purchased directly from any Lender
      (whether such deposit is with such Lender or any other Lender hereunder) or
      issued by any Qualifying Lender; (e) repurchase agreements and reverse
      repurchase agreements with a term of not more than 14 days with any Qualifying
      Lender relating to marketable direct obligations issued or unconditionally
      guaranteed by the United States; and (f) money market funds that (i) comply
      with
      the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of
      1940, (ii) invest solely in the assets described in clauses
      (a) through (e) above and (iii) have portfolio assets of at least
      $5,000,000,000.

     

    “Casualty
      Event” means an event that causes any property of a Credit Party or a
      Restricted Subsidiary to be damaged, destroyed or rendered unfit for normal
      use
      for any reason whatsoever.

     

    “CGMI”
      means Citigroup Global Markets Inc.

     

    “Change
      in
      Law” means (a) the adoption of any law, rule or regulation after the
      date of this Agreement, (b) any change in any law, rule or regulation or in
      the
      interpretation or application thereof by any Governmental Authority after the
      date of this Agreement or (c) compliance by any Lender or any Issuing Bank
      (or,
      for purposes of Section 2.13(b), by any lending
      office of such Lender or by such Lender’s or such Issuing Bank’s holding
      company, if any) with any request, guideline or directive (whether or not having
      the force of law) of any Governmental Authority made or issued after the date
      of
      this Agreement.

     

    “CIG”
      has the meaning assigned to such term in the recitals hereto.

     

    “Citibank”
      means Citibank, N.A.

     

    “CNA”
      means Citicorp North America, Inc.

     

    “CLO”
      has the meaning assigned to such term in Section
      10.04.

     

    “Co-Documentation
      Agents” means ABN AMRO Bank N.V., Bank of America, N.A. and Deutsche
      Bank Securities Inc., in their capacity as co-documentation agents.

     

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

     

    “Collateral”
      has the meaning assigned to such term in the Security Agreement.

     

    “Collateral
      Account” has the meaning assigned to such term in the Security
      Agreement.

     

    “Collateral
      Agent” has the meaning assigned to such term in the Security
      Agreement.

     

    “Collateral
      Permitted Liens” means Liens (a) for Taxes or other obligations or
      requirements owing to or imposed by Governmental Authorities existing or having
      priority, as applicable, by operation of law, in each case either (i) not yet
      overdue or (ii) being contested in good faith by appropriate proceedings by
      the
      Company or any of its Subsidiaries, as the case may be, provided that
      adequate reserves with respect to such contested Taxes or other obligations
      or
      requirements are maintained on the books of the Company or the applicable
      Subsidiary of the Company, as the case may be, to the extent required by and
      in
      conformity with GAAP, and no enforcement action shall have been taken toward
      foreclosure on the Collateral pursuant to such Liens; (b) for judgments or
      orders that do not constitute an Event of Default under paragraph
      (g) of Article 7; (c) created under the Security
      Documents; or (d) in existence on the Effective Date.

     

    “Commitment”
      means, with respect to each Lender, the commitment of such Lender to make Loans
      and to acquire participations in Letters of Credit hereunder, as such commitment
      may be (a) reduced from time to time pursuant to Section
      2.07 and (b) reduced or increased from time to time pursuant to assignments
      by or to such Lender pursuant to Section
      10.04.  The initial amount of each Lender’s Commitment is set
      forth on Schedule 1 or in the Assignment and Assumption pursuant to which
      such Lender shall have assumed its Commitment, as applicable.  The
      initial aggregate amount of the Commitments is $1,500,000,000.

     

    “Company”
      has the meaning assigned to such term in the preamble hereof.

     

    “Company
      Guaranteed Obligations” has the meaning assigned to such term in Section 8.01.

     

    “Condemnation”
      means the taking, by right of eminent domain, or a conveyance in lieu thereof,
      of property of a Credit Party or a Restricted Subsidiary.

     

    “Consolidated
      EBITDA” means, with respect to any Person for the applicable period,
      the sum (without duplication and determined as to such Person and its
      consolidated Subsidiaries on a consolidated basis) of (i) earnings before
      interest, taxes on income, depreciation and amortization (exclusive of
      extraordinary items and gains or losses on sales of assets outside the ordinary
      course of business), plus (ii) any nonrecurring noncash charges
      deducted in the determination of clause
      (i), plus or minus (iii) any charge or credit related to
      mark-to-market provisions for derivatives exposures plus (iv) the net
      cash received for any put options entered into for the purpose of mitigating
      the
      commodity price risk of the hydrocarbon production owned by the Company or
      any
      of its Subsidiaries, minus (v) cash payments during such period not
      deducted in the determination of clause
      (i) on account of charges or reserves taken in a prior period, minus
      (vi) income of entities accounted for on the equity method (including for this
      purpose MLP and its consolidated Subsidiaries), plus (vii)
      distributions of cash to such Person or any of its consolidated Subsidiaries
      by
      any entity accounted for on the equity method (including for this purpose MLP
      and its consolidated Subsidiaries), provided that the aggregate amount
      included pursuant to this clause
      (vii) during the term of this Agreement shall not exceed the aggregate amount
      excluded pursuant to clause
      (vi) in respect of periods commencing on or after January 1, 2006, plus
      (viii) for purposes of determining the Consolidated EBITDA of any Pipeline
      Company Borrower, all non-recurring losses or expenses deducted from the
      determination of earnings for such period to the extent such losses or expenses
      were funded from capital contributions from any holder of Equity Interests
      in
      such Person plus (ix) for any period, the amount of insurance proceeds
      received in such period or determined by such Person in such period to be
      receivable in a future period, but not to exceed the amount by which
      Consolidated EBITDA for such period or any prior period is reduced on account
      of
      the loss to which such insurance proceeds relate; plus (x) any charges
      taken during such period in connection with the payment, repayment, redemption,
      defeasance, early retirement or refinancing of any debt; provided that
      if such Person or any of its Subsidiaries shall have consummated any material
      acquisition or Disposition during such period, Consolidated EBITDA shall be
      determined on a pro forma basis as if such acquisition or Disposition had
      occurred on the first day of such period.

     

    “Contingent
      Guaranty” has the meaning assigned to such term in the definition of
      the term “Guaranty” contained in this Section
      1.01.

     

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

     

    “Covered
      Asset” means any Asset owned by a Restricted Subsidiary, the
      Disposition of which is subject to subclause (i) or
(ii) of Section
      6.04(b).

     

    “Credit
      Contact” has the meaning assigned to such term in clause
      (ii)(D) of Section
      10.04(b).

     

    “CreditExposure”
      means, with respect to any Lender at any time, (i) the amount of such Lender’s
      Commitment, if the Commitments are still in existence, or (ii) if the
      Commitments have terminated or expired, the amount of its
      Outstandings.

     

    “Credit
      Party” means each Borrower and each Guarantor.

     

    “Credit
      Party Guarantee” means (a) the Subsidiary Guarantee Agreement and (b)
      the Guaranty of the Company set forth in Article 8
      in favor of the Administrative Agent for the ratable benefit of the
      Lenders.

     

    “Credit
      Related Party” means each Borrower, each Guarantor and each Restricted
      Subsidiary.

     

    “Debt”
      means, as to any Person, all Indebtedness of such Person other than (a) any
      Project Financing of such Person, (b) in the case of the Company or a Subsidiary
      of the Company, any liabilities of the Company or such Subsidiary, as the case
      may be, under any Alternate Program, or any document executed by the Company
      or
      such Subsidiary, as the case may be, in connection therewith, (c) in the case
      of
      the Company or a Subsidiary of the Company, any obligations of the Company
      or a
      Subsidiary of the Company with respect to lease payments for the headquarters
      building of the Company located in Houston, Texas, (d) to the extent paid on
      or
      prior to the fifth Business Day after the due date therefor, the aggregate
      amount of all LC Disbursements that have not yet been reimbursed by or on behalf
      of such Person and all unpaid, non-contingent obligations of such Person to
      reimburse a bank or other Person in respect of amounts paid under a letter
      of
      credit or similar instrument, and (e) in the case of the Company, those items
      included as “securities of consolidated subsidiaries” (or analogous line item)
      as listed in the consolidated balance sheet of the Company as of December 31,
      2006, and regardless of any change thereafter in accounting treatment thereof,
      so long as the terms and conditions of any financing associated with any such
      items referred to in this clause
      (e) (or successive extensions or refinancings thereof) are not amended so as
      to
      become more restrictive to the Company or its Subsidiaries than the terms and
      conditions of this Agreement.

     

    “Default”
      means any event or condition which constitutes an Event of Default or which
      upon
      notice, lapse of time or both would, unless cured or waived, become an Event
      of
      Default.

     

    “Departing
      Lender” means (i) a Deposit Lender party to (and as defined in) the
      Existing Facility or (ii) a Revolving Lender party to the Existing Facility
      not
      listed in Schedule 1 hereto.

     

    “Disposition”
      means with respect to any asset or property of any Person, any sale, transfer
      or
      other disposition of ownership thereof by such Person, including any casualty
      with respect thereto or condemnation thereof or foreclosure thereon (but shall
      not include the granting or existence of a Lien permitted hereunder, or the
      granting or existence of any other encumbrance not prohibited hereunder, with
      respect thereto, or the issuance by such Person of indebtedness or
      equity).  “Dispose” shall have a correlative
      meaning.  For the avoidance of doubt, the issuance of (i) Equity
      Interests (x) by the Company or (y) by any of the Company’s Subsidiaries to the
      Company or any of its other Subsidiaries or (ii) Debt by the Company or any
      of
      its Subsidiaries, in each case that is not prohibited under the Credit Agreement
      shall not constitute a Disposition.

     

    “dollars”
      or “$” refers to lawful money of the United States of
      America.

     

    “Effective
      Date” has the meaning assigned such term in Section 3.01.

     

    “El
      Paso
      Tennessee” means El Paso Tennessee Pipeline Co., a Delaware
      corporation.

     

    “Environmental
      Laws” means all laws, rules, regulations, codes, ordinances, orders,
      decrees, judgments, injunctions, notices or binding agreements issued,
      promulgated or entered into by any Governmental Authority, regulating or
      imposing liability or standards of conduct concerning protection of the
      environment, preservation or reclamation of natural resources, the management,
      release or threatened release of any Hazardous Material or to health and safety
      matters.

     

    “Environmental
      Liability” means any liability, contingent or otherwise (including any
      liability for damages, costs of environmental remediation, fines, penalties
      or
      indemnities), of any Borrower or any Subsidiary of a Borrower resulting from
      or
      based upon (a) violation of any Environmental Law, (b) the generation, use,
      handling, transportation, storage, treatment or disposal of any Hazardous
      Materials, (c) exposure to any Hazardous Materials, (d) the release or
      threatened release of any Hazardous Materials into the environment or (e) any
      contract, agreement or other consensual arrangement pursuant to which liability
      is assumed or imposed with respect to any of the foregoing.

     

    “EPNG
      Holding” means El Paso EPNG Investments, L.L.C., a Delaware limited
      liability company.

     

    “EPNGC”
      has the meaning assigned to such term in the preamble hereof.

     

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

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended from
      time
      to time, and the regulations promulgated and rulings issued from time to time
      thereunder.

     

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

     

    “Eurodollar”,
      when used in reference to any Loan or Borrowing, refers to whether such Loan,
      or
      the Loans comprising such Borrowing, are bearing interest at a rate determined
      by reference to the Adjusted LIBO Rate.

     

    “Event
      of
      Default” has the meaning assigned to such term in Article 7.

     

    “Excluded
      Taxes” means, with respect to the Administrative Agent, any Lender, any
      Issuing Bank or any other recipient of any payment to be made by or on account
      of any obligation of a Borrower hereunder, (a) income, franchise, branch profits
      or similar taxes imposed on (or measured by) its net income  by the
      United States of America, or by the jurisdiction under the laws of which such
      recipient is organized or in which its principal office is located or, in the
      case of any Lender, in which its applicable lending office is located, and
      (b)
      in the case of a Foreign Lender (other than an assignee pursuant to a request
      by
      a Borrower under Section 2.17(b)), any withholding
      tax that is imposed on amounts payable to such Foreign Lender (i) at the time
      such Foreign Lender becomes a party to this Agreement (or designates a new
      lending office), except to the extent that such Foreign Lender (or its assignor,
      if any) was entitled, at the time of designation of a new lending office (or
      assignment), to receive additional amounts from a Borrower with respect to
      such
      withholding tax pursuant to Section 2.15(a) or (ii)
      that is attributable to such Foreign Lender’s failure to comply with Section 2.15(e).

     

    “Exempted
      Guarantor” means El Paso Tennessee.

     

    “Existing
      Facility” has the meaning set forth in the recitals
      hereof.

     

    “Existing
      Letters of Credit” means the Deposit Letters of Credit and Revolving
      Letters of Credit (as each such term is defined under the Existing Facility)
      outstanding as of the Effective Date under the Existing Facility.

     

    “Federal
      Funds Effective Rate” means, for any day, the weighted average (rounded
      upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
      Federal funds transactions with members of the Federal Reserve System arranged
      by Federal funds brokers, as published on the next succeeding Business Day
      by
      the Federal Reserve Bank of New York, or, if such rate is not so published
      for
      any day that is a Business Day, the average (rounded upwards, if necessary,
      to
      the next 1/100 of 1%) of the quotations for such day for such transactions
      received by the Administrative Agent from three Federal funds brokers of
      recognized standing selected by it.

     

    “Fee
      Letter” means the Letter Agreement dated as of October 18, 2007, among
      the Company, JPMorgan, JPMCB and CGMI.

     

    “FERC”
      means the Federal Energy Regulatory Commission, or any agency or authority
      of
      the United States from time to time succeeding to its function.

     

    “FERC-Regulated
      Restricted Subsidiary” means any Restricted Subsidiary whose principal
      business purpose is the ownership of and operation of assets and properties,
      including without limitation natural gas pipelines, that are subject to
      regulations promulgated by FERC.

     

    “Final
      Payment Date” means the date on which all Loans, interest, fees and
      other amounts (other than obligations for taxes, costs, indemnifications,
      reimbursements and damages in respect of which no assertion of liability
      (whether oral or written) and no claim or demand for payment (whether oral
      or
      written) has been made (and, in the case of obligations for indemnification,
      no
      notice for indemnification has been issued by the indemnitee) at such time)
      payable by any Borrower hereunder or under any Note shall have been paid, all
      LC
      Disbursements shall have been reimbursed, no Lender shall have any Commitment
      (including any LC Commitment) hereunder and all Letters of Credit shall have
      expired or terminated.

     

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

     

    “Financing
      Document” has the meaning assigned such term in the Security
      Agreement.

     

    “Foreign
      Lender” means any Lender that is organized under the laws of a
      jurisdiction other than the United States of America, any State thereof or
      the
      District of Columbia.

     

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

     

    “Governmental
      Authority” means the government of the United States of America, any
      other nation or any political subdivision thereof, whether state or local,
      and
      any agency, authority, instrumentality, regulatory body, court, central bank
      or
      other entity exercising executive, legislative, judicial, taxing, regulatory
      or
      administrative powers or functions of or pertaining to government.

     

    “Guarantor”
      means each of the Company and the Subsidiary Guarantors.

     

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

     

    “Hazardous
      Materials” means all explosive or radioactive substances or wastes and
      all hazardous or toxic substances, wastes or other pollutants, including
      petroleum or petroleum distillates, asbestos or asbestos containing materials,
      polychlorinated biphenyls, radon gas, infectious or medical wastes and all
      other
      substances or wastes of any nature, in each case above to the extent regulated
      pursuant to any Environmental Law.

     

    “Hedging
      Agreement” means any interest rate swap agreement, interest rate cap
      agreement, interest rate collar agreement or interest rate insurance, foreign
      exchange contract, currency swap or option agreement, forward contract or any
      other similar agreement or arrangement designed to alter the risks of any Person
      arising from fluctuations in interest rates or currency values.

     

    “Indebtedness”
      of any Person means, without duplication (a) indebtedness of such Person for
      borrowed money, (b) obligations of such Person (other than any portion of any
      trade payable obligation of such Person) to pay the deferred purchase price
      of
      property or services, and (c) Capital Lease Obligations of such
      Person.

     

    “Indemnified
      Taxes” means Taxes other than Excluded Taxes.

     

    “Interest
      Election Request” means a request by a Borrower to convert or continue
      a Borrowing in accordance with Section
      2.06.

     

    “Interest
      Payment Date” means (a) with respect to any ABR Loan, the last day of
      each March, June, September and December, and (b) with respect to any Eurodollar
      Loan, the last day of the Interest Period applicable to the Borrowing of which
      such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
      Period of more than three months’ duration, each day prior to the last day of
      such Interest Period that occurs at intervals of three months’ duration after
      the first day of such Interest Period.

     

    “Interest
      Period” means, with respect to any Eurodollar Borrowing, the period
      commencing on the date of such Borrowing, or on the last day of the immediately
      preceding Interest Period therefor, as applicable, and ending one week or two
      weeks thereafter or on the numerically corresponding day in the calendar month
      that is one, two, three or six months thereafter, as the applicable Borrower
      may
      elect; provided, that (a) if any Interest Period would end on a day
      other than a Business Day, such Interest Period shall be extended to the next
      succeeding Business Day unless, in the case of a one, two, three or six month
      Interest Period, such next succeeding Business Day would fall in the next
      calendar month, in which case such Interest Period shall end on the next
      preceding Business Day and (b) any one, two, three or six month Interest Period
      that commences on the last Business Day of a calendar month (or on a day for
      which there is no numerically corresponding day in the last calendar month
      of
      such Interest Period) shall end on the last Business Day of the last calendar
      month of such Interest Period.

     

    “ISP”
      means International Standby Practices, International Chamber of Commerce
      Publication No. 590 as the same may be amended or replaced from time to
      time.

     

    “Issuing
      Bank” means each of JPMCB and Citibank and, at any time and from time
      to time, up to three other Lenders that are designated in writing by the Company
      and that agree to issue one or more Letters of Credit hereunder, in each case
      in
      its capacity as the issuer of each Letter of Credit issued by it hereunder,
      and
      its successors in such capacity as provided in Section
      2.04(i); provided that with respect to the Existing Letters of
      Credit, the Lender which issued the same shall be the initial Issuing Bank
      with
      respect thereto.  Each Issuing Bank may, in its discretion, arrange
      for one or more Letters of Credit to be issued by Affiliates of such Issuing
      Bank acceptable to the Company, in which case the term “Issuing Bank” shall
      include any such Affiliate with respect to Letters of Credit issued by such
      Affiliate.

     

    “JPMCB”
      has the meaning assigned to such term in the preamble hereof.

     

    “JPMorgan”
      means J.P. Morgan Securities Inc.

     

    “LC
      Commitment” means, with respect to each Issuing Bank, the commitment of
      such Issuing Bank to issue Letters of Credit hereunder, as such commitment
      may
      be reduced or increased from time to time pursuant to a writing signed by the
      Company, such Issuing Bank and the Administrative Agent.  The initial
      amount of each Issuing Bank’s LC Commitment is set forth on Schedule 2,
      or in the documentation pursuant to which such Issuing Bank shall have assumed
      its LC Commitment, as applicable.

     

    “LC
      Disbursement” means a payment made by an Issuing Bank pursuant to a
      Letter of Credit issued by such Issuing Bank.

     

    “LC
      Exposure” means, at any time, the sum of (a) the aggregate undrawn
      amount of all outstanding Letters of Credit at such time plus (b) the
      aggregate amount of all LC Disbursements in respect of Letters of Credit that
      have not yet been reimbursed by or on behalf of the Borrowers at such time,
      whether directly, through a Borrowing, or otherwise.  The LC Exposure
      of any Lender at any time shall be its Percentage of the total LC Exposure
      at
      such time.

     

    “Lead
      Arrangers” means CGMI and JPMorgan, in their capacity as Joint Lead
      Arrangers and Joint Bookrunners.

     

    “Lenders”
      means the Persons listed on Schedule 1 and any other Person that shall
      have become a party hereto pursuant to an Assignment and Assumption, other
      than
      any such Person that ceases to be a party hereto pursuant to an Assignment
      and
      Assumption.

     

    “Letter
      of
      Credit” means any letter of credit issued by an Issuing Bank pursuant
      to this Agreement, including, after the Effective Date, all Existing Letters
      of
      Credit.

     

    “LIBO
      Rate” means, with respect to any Interest Period, the rate per annum
      equal to the British Bankers Association LIBOR Rate (“BBA
      LIBOR”) from Reuters Reference LIBOR01 page (or any successor thereto
      or substitute therefor provided by Reuters providing rate quotations comparable
      to those currently provided on such pages, as designated by the Administrative
      Agent from time to time for purposes of providing quotations of interest rates
      applicable to dollar deposits in the London interbank market) at approximately
      11:00 a.m., London time, two Business Days prior to the commencement of such
      Interest Period, as the rate for dollar deposits with a maturity comparable
      to
      such Interest Period.  In the event that such rate is not available at
      such time for any reason, then the “LIBO Rate” with respect to such Eurodollar
      Borrowing for such Interest Period shall be the rate at which dollar deposits
      of
      $5,000,000 and for a maturity comparable to such Interest Period are offered
      by
      the principal London office of the Administrative Agent in immediately available
      funds in the London interbank market at approximately 11:00 a.m., London time,
      two Business Days prior to the commencement of such Interest
      Period.

     

    “Lien”
      means any lien, security interest or other charge or encumbrance, or any
      assignment of the right to receive income, or any other type of preferential
      arrangement, in each case to secure any Indebtedness or any Guaranty of any
      Person.

     

    “Loan”
      means a loan made pursuant to Section
      2.01.

     

    “Loan
      Documents” means, collectively, this Agreement, the Security Agreement,
      the Subsidiary Guarantee Agreement, the other Security Documents, any Letter
      of
      Credit, the Notes (as applicable), and any other agreement entered into in
      connection with the transactions contemplated by this Agreement.

     

    “Majority
      Lenders” means, at any time, Lenders having more than 50% of the
      aggregate Credit Exposures at such time.

     

    “Mandatory
      Asset Reduction Amount” means:

     

    (a)  with
      respect to a
      Mandatory Asset Reduction Event described in clause
      (a) of the definition thereof, 100% of the Net Cash Proceeds
      thereof;

     

    (b)  with
      respect to a
      Mandatory Asset Reduction Event described in clause
      (b) of the definition thereof, (i) if such Mandatory Asset Reduction Event
      does
      not occur concurrently with, or during the pendency of, an Event of Default,
      an
      amount equal to 80% of the Net Cash Proceeds thereof, or (ii) if such Mandatory
      Asset Reduction Event occurs concurrently with, or during the pendency of,
      an
      Event of Default, an amount equal to 100% of the Net Cash Proceeds
      thereof;

     

    (c)  with
      respect to a
      Mandatory Asset Reduction Event described in clause
      (c) of the definition thereof, (i) if such Mandatory Asset Reduction Event
      does
      not occur concurrently with, or during the pendency of, an Event of Default,
      an
      amount equal to 80% of the cash dividend or other distribution described in
      clause
      (c) of the definition of “Mandatory Asset Reduction Event”, or (ii) if such
      Mandatory Asset Reduction Event occurs concurrently with, or during the pendency
      of, an Event of Default, an amount equal to 100% of such cash dividend or other
      distribution; and

     

    (d)  with
      respect to a
      Mandatory Asset Reduction Event described in clause
      (d) of the definition thereof, (i) if such Mandatory Asset Reduction Event
      does
      not occur concurrently with, or during the pendency of, an Event of Default,
      an
      amount equal to 80% of the portion of the Net Cash Proceeds thereof that is
      not
      either (x) paid to the applicable Restricted Subsidiary’s Parent (or to such
      Parent’s designee) as a cash dividend or distribution or (y) invested in
      Qualified Investments within the time period required pursuant to such clause
      (d), or (ii) if such Mandatory Asset Reduction Event occurs concurrently with,
      or during the pendency of, an Event of Default, an amount equal to 100% of
      the
      Net Cash Proceeds thereof.

     

    “Mandatory
      Asset Reduction Event” means:

     

    (a)           the
      receipt by the Company or any Subsidiary Guarantor or its designee of Net Cash
      Proceeds from any Disposition of Collateral (other than a Disposition pursuant
      to Section 6.04(a)(iv));

     

    (b)           with
      respect to any Restricted Subsidiary that is a Guarantor, the receipt by such
      Restricted Subsidiary or its designee of Net Cash Proceeds from any Disposition
      of any Covered Asset owned by such Restricted Subsidiary;

     

    (c)           with
      respect to any Restricted Subsidiary that is not a Guarantor, the receipt by
      the
      Parent of such Restricted Subsidiary (or by such Parent’s designee) of a cash
      dividend or distribution of any amount received by such Restricted Subsidiary
      from any Disposition of any of its Covered Assets; and

     

    (d)           with
      respect to any Pipeline Company Borrower or Subsidiary of a Pipeline Company
      Borrower (i) if an Event of Default or a Default which is not capable of being
      cured before becoming an Event of Default has occurred and is continuing at
      the
      time of any receipt by such Pipeline Company Borrower or Subsidiary of a
      Pipeline Company Borrower of Net Cash Proceeds from any Disposition of any
      of
      its Covered Assets, such receipt of Net Cash Proceeds, and (ii) if no Event
      of
      Default or Default which is not capable of being cured before becoming an Event
      of Default has occurred and is continuing at the time of any receipt by such
      Pipeline Company Borrower or Subsidiary of a Pipeline Company Borrower of Net
      Cash Proceeds from any Disposition of any of its Covered Assets, the failure
      of
      such Pipeline Company Borrower or Subsidiary of a Pipeline Company Borrower
      to,
      within 365 days of such receipt (or, in the case of clause
      (y) below, if a binding contract to make a Qualified Investment with respect
      to
      all or any portion of such Net Cash Proceeds has been entered into within such
      365 day period, then as to the amount of such Qualified Investment, the failure
      to invest such amount in such Qualified Investment within 540 days of such
      receipt), take either of the following actions:  (x) make a cash
      dividend or distribution to its Parent (or to such Parent’s designee) in an
      amount equal to such Net Cash Proceeds or (y) invest the portion of such Net
      Cash Proceeds that is not paid as a cash dividend or distribution under clause
      (x) above in one or more Qualified Investments; provided that, for the
      avoidance of doubt, if Net Cash Proceeds from a Disposition of a single Covered
      Asset are received by the applicable Pipeline Company Borrower or Subsidiary
      of
      a Pipeline Company Borrower in installments, the 365- and 540-day periods shall
      apply to each individual installment and commence for each installment on the
      date of receipt by the applicable Pipeline Company Borrower or Subsidiary of
      a
      Pipeline Company Borrower of such installment.

     

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

     

    “Material
      Adverse Effect” means a material adverse effect on (i) the business,
      assets, operations or financial condition of the Company and its consolidated
      Subsidiaries on a consolidated basis, (ii) the ability of the Credit Parties
      to
      perform their obligations under the Loan Documents or (iii) the validity or
      enforceability of the Loan Documents or the validity, perfection, priority
      or
      enforceability of the Liens created thereunder.

     

    “Material
      Credit Related Party” has the meaning set forth in paragraph (f) of Article
      7.

     

    “Maturity
      Date” means __________________, 2012.

     

    “MLP”
      means El Paso Pipeline Partners, L.P., a Delaware limited
      partnership.

     

    “Moody’s”
      means Moody’s Investors Service, Inc.

     

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

     

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

     

    “Net
      Cash
      Proceeds” means, with respect to the Disposition of any asset or
      property, an amount equal to one hundred percent (100%) of the cash proceeds
      from such Disposition, net of any Taxes, indemnity obligations, purchase price
      adjustments and analogous items, related transaction fees (including legal
      fees), commissions and expenses and, if applicable, amounts required to satisfy
      Indebtedness or other obligations secured by Permitted Liens, or other Liens
      permitted under, or other encumbrances not prohibited by, this Agreement, on
      the
      related property or asset, and net of all costs reasonably estimated to be
      associated with terminating all Hedging Agreements, if any, entered into in
      connection with such related property or assets, which Hedging Agreements are
      not being sold as part of such Disposition, in each case paid or reasonably
      reserved against; provided that if Net Cash Proceeds from the Disposition
      of Covered Assets resulting from any Casualty Event or Condemnation either
      (x)
      do not exceed $1,000,000 for any single Casualty Event or any single
      Condemnation with respect to a Covered Asset, or (y) are both
      (i) equal to or less than $5,000,000 on an individual basis, and
      (ii) equal to or less than $10,000,000 in the aggregate during any fiscal
      year of the Company, then such Net Cash Proceeds shall not be considered Net
      Cash Proceeds for purposes of the application of Section
      2.07 and the definitions of “Mandatory Asset Reduction Amount” and
“Mandatory Asset Reduction Event”; and provided, further, if Net
      Cash Proceeds from the Disposition of Covered Assets (other than Dispositions
      described in the preceding proviso) are both (a) equal to or less than
      $5,000,000 on an individual basis, and (b) equal to or less than
      $10,000,000 in the aggregate during any fiscal year of the Company, then such
      Net Cash Proceeds shall not be considered Net Cash Proceeds for purposes of
      the
      application of Section 2.07 and the definitions of
“Mandatory Asset Reduction Amount” and “Mandatory Asset Reduction
      Event”.

     

    “Notes”
      means the promissory notes, if any, of any Borrower evidencing Loans under
      this
      Agreement in the form of Exhibit C.

     

    “Obligations”
      means, collectively, (a) all Indebtedness, liabilities under Guaranties and
      other obligations of each Borrower owing to the Administrative Agent, the
      Collateral Agent, each Issuing Bank and each Lender, of whatsoever nature and
      howsoever evidenced, due or to become due, now existing or hereafter arising,
      whether direct or indirect, absolute or contingent, which may arise under,
      out
      of, or in connection with this Agreement or the other Loan Documents, including
      the full and punctual payment when due of any unpaid principal of the Loans
      and
      LC Exposure, interest, fees, reimbursement obligations, guaranty obligations,
      penalties, indemnities, legal and other fees, charges and expenses, and amounts
      advanced by and expenses incurred in order to preserve any collateral or
      security interest, whether due by acceleration or otherwise, and (b) any and
      all
      obligations owed by each Borrower under a Secured Hedging Agreement, including
      any amounts payable in respect of an early termination under any Secured Hedging
      Agreement, and (c) any amendment, restatement or modification of any of the
      foregoing, including, with respect to each of clauses
      (a) through (c), interest accruing at any post-default rate and Post-Petition
      Interest.

     

    “Original
      Effective Date” means November 23, 2004.

     

    “Other
      Taxes” means any and all present or future stamp or documentary taxes
      or any other excise or property taxes, charges or similar levies arising from
      any payment made hereunder or from the execution, delivery or enforcement of,
      or
      otherwise with respect to, this Agreement.

     

    “Outstandings”
      means, with respect to any Lender at any time, the aggregate outstanding amount
      of such Lender’s Loans and its LC Exposure at such time.

     

    “Parent”
      means, with respect to any Restricted Subsidiary, the holder of the Equity
      Interests of such Restricted Subsidiary, and any Person to whom such Equity
      Interests are assigned in accordance with the Loan Documents.

     

    “Participant”
      has the meaning set forth in Section
      10.04.

     

    “Patriot
      Act” means the USA Patriot Act (Title III of Pub. L. 107-56 (signed
      into law October 26, 2001)).

     

    “PBGC”
      means the Pension Benefit Guaranty Corporation established pursuant to Title
      IV
      of ERISA and any successor entity performing similar functions.

     

    “Percentage”
      means, with respect to any Lender, the percentage of the total Credit Exposures
      represented by such Lender’s Credit Exposure.

     

    “Permitted
      Execution Actions” has the meaning set forth in paragraph (g) of Article
      7.

     

    “Permitted
      Liens” means:

     

    (a)        inchoate
      Liens and charges imposed by law and incidental to construction, maintenance,
      development or operation of properties, or the operation of business, in the
      ordinary course of business if payment of the obligation secured thereby is
      not
      yet overdue or if the validity or amount of which is being contested in good
      faith by the Company or any of its Subsidiaries;

     

    (b)        Liens
      for Taxes, assessments, obligations under workers’ compensation or other social
      security legislation or other requirements, charges or levies of any
      Governmental Authority, in each case not yet overdue, or which are being
      contested in good faith by appropriate proceedings;

     

    (c)        Liens
      reserved in any oil, gas or other mineral lease entered into in the ordinary
      course of business for rent, royalty or delay rental under such lease and for
      compliance with the terms of such lease;

     

    (d)        easements,
      servitudes, rights-of-way and other rights, exceptions, reservations,
      conditions, limitations, covenants and other restrictions that do not materially
      interfere with the operation, value or use of the properties affected
      thereby;

     

    (e)        conventional
      provisions contained in any contracts or agreements affecting properties under
      which the Company or any of its Subsidiaries is required immediately before
      the
      expiration, termination or abandonment of a particular property to reassign
      to
      such Person’s predecessor in title all or a portion of such Person’s rights,
      titles and interests in and to all or portion of such property;

     

    (f)        pledges
      and deposits to secure the performance of bids, tenders, trade or government
      contracts (other than for repayment of borrowed money), leases, licenses,
      statutory obligations, surety bonds, performance bonds, completion bonds and
      other obligations of a like kind incurred in the ordinary course of
      business;

     

    (g)        any
      Lien reserved in a grant or conveyance in the nature of a farm-out or
      conditional assignment to the Company or any of its Subsidiaries entered into
      in
      the ordinary course of business on reasonable terms to secure undertakings
      of
      the Company or any such Subsidiary in such grant or conveyance;

     

    (h)        any
      Lien consisting of (i) landlord’s liens under leases to which the Company or any
      of its Subsidiaries is a party or other Liens on leased property reserved in
      leases thereof for rent or for compliance with the terms of such leases, (ii)
      rights reserved to or vested in any municipality or governmental, statutory
      or
      public authority to control or regulate any property of the Company or any
      of
      its Subsidiaries, or to use such property in any manner which does not
      materially impair the use of such property for the purposes for which it is
      held
      by the Company or any such Subsidiary, (iii) obligations or duties to any
      municipality or public authority with respect to any franchise, grant, license,
      lease or permit and the rights reserved or vested in any governmental authority
      or public utility to terminate any such franchise, grant, license, lease or
      permit or to condemn or expropriate any property, and (iv) zoning laws and
      ordinances and municipal regulations;

     

    (i)        the
      creation of interests in property of the character commonly referred to as
      a
“royalty interest” or “overriding royalty interest”, production payments,
      farmouts, leases, subleases, rights of way and other easements, participations,
      joint venture, joint operating, unitization, pooling and communitization
      agreements, or other similar transactions in the ordinary course of business;
      and

     

    (j)        any
      judgment lien in respect of any judgment or order that does not constitute
      an
      Event of Default under paragraph
      (g) of Article 7.

     

    “Person”
      means an individual, a Business Entity, or a country or any political
      subdivision thereof or any agency or instrumentality of such country or
      subdivision.

     

    “Pipeline
      Company Borrower” means each of EPNGC and TGPC.

     

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

     

    “Pledged
      Company” has the meaning assigned to such term in the Security
      Agreement.

     

    “Post-Petition
      Interest” means interest accruing after the filing of any petition in
      bankruptcy, or the commencement of any insolvency, reorganization or like
      proceeding, whether or not a claim for post-filing or post-petition interest
      is
      allowed in such proceeding.

     

    “Pricing
      Schedule” means Schedule 3 attached hereto.

     

    “Prime
      Rate” means the rate of interest per annum publicly announced from time
      to time by JPMCB as its prime rate in effect at its principal office in New
      York
      City; each change in the Prime Rate shall be effective from and including the
      date such change is publicly announced as being effective.

     

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

     

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

     

    “Qualified
      Investments” means:

     

    (a)           for
      any FERC-Regulated Restricted Subsidiary, (i) expenditures that would constitute
      maintenance or expansion capital expenditures or other investments or
      reinvestments to repair, construct, purchase, or otherwise acquire Assets that
      would, following such repair, construction, purchase, or other acquisition,
      become eligible for rate coverage under regulations promulgated by FERC, (ii)
      other than repayments of such Indebtedness during the pendency of an Event
      of
      Default, repayments of Indebtedness incurred by such Restricted Subsidiary
      for
      the purpose of financing expenditures or other investments or reinvestments
      described in clause
      (a)(i) above, (iii) other than such payments (or retention of funds) during
      the
      pendency of an Event of Default, payments (or retention of funds) to reimburse
      such Restricted Subsidiary for amounts paid from such Restricted Subsidiary’s
      operating cash flow within the previous 365 days for expenditures or other
      investments or reinvestments of the type described in clause
      (a)(i) or (a)(ii) above (if, in the case of clause
      (a)(ii), a repayment of Indebtedness described in such clause was made during
      the pendency of an Event of Default that was subsequently cured and no other
      Event of Default is then pending), to the extent such expenditures or such
      other
      investments or reinvestments have not previously been reimbursed to such
      Restricted Subsidiary pursuant to this clause
      (a)(iii), or (iv) a loan subject to Acceptable Subordination Provisions, to
      any
      other FERC-Regulated Restricted Subsidiary, the proceeds of which shall be
      used
      by such FERC-Regulated Restricted Subsidiary for any of the expenditures or
      other investments or reinvestments of the type described in clauses
      (a)(i), (a)(ii) or (a)(iii) above; and

     

    (b)           for
      any Unregulated Restricted Subsidiary, (i) maintenance or expansion capital
      expenditures or other investments or reinvestments in Assets that are useful
      to
      the business conducted by such Restricted Subsidiary, (ii) other than repayments
      of such Indebtedness during the pendency of an Event of Default, repayments
      of
      Indebtedness incurred by such Restricted Subsidiary for the purpose of financing
      expenditures or other investments or reinvestments described in clause
      (b)(i) above, and (iii) other than such payments (or retention of funds) during
      the pendency of an Event of Default, payments (or retention of funds) to
      reimburse such Restricted Subsidiary for amounts paid from such Restricted
      Subsidiary’s operating cash flow within the previous 365 days for expenditures
      or other investments or reinvestments of the type described in clause
      (b)(i) or (b)(ii) above (if, in the case of clause
      (b)(ii), a repayment of Indebtedness described in such clause was made during
      the pendency of an Event of Default that was subsequently cured and no other
      Event of Default is then pending), to the extent such expenditures or such
      other
      investments or reinvestments have not previously been reimbursed to such
      Restricted Subsidiary pursuant to this clause
      (b)(iii).

     

    Notwithstanding
      the
      foregoing, an investment in or acquisition of any equity ownership in any other
      entity shall constitute a Qualified Investment if an acquisition of the
      principal operating assets of such entity would constitute a Qualified
      Investment.

     

    “Qualified
      Investments Account” has the meaning assigned to such term in the
      Security Agreement.

     

    “Reference
      Indenture” means the Indenture dated as of March 5, 2003 between
      Southern Natural Gas Company, a Delaware Corporation, and The Bank of New York,
      as trustee, governing Southern Natural Gas Company’s 8-7/8%
      Notes due 2010, as in effect
      on the Effective Date; provided that for purposes of this Agreement,
      the percentage set forth in Section 3.05(b)(5) of the Reference Indenture shall
      be deemed to be 5%.

     

    “Register”
      has the meaning set forth in Section
      10.04.

     

    “Related
      Parties” means, with respect to any specified Person, such Person’s
      Affiliates and the respective directors, officers, employees, agents, advisors
      and trustees of such Person and such Person’s Affiliates.

     

    “Released
      Parties” has the meaning set forth in Section
      10.16(a).

     

    “Restricted
      Subsidiaries” means, collectively, each Pipeline Company Borrower and
      each of their respective consolidated Subsidiaries (other than Project Financing
      Subsidiaries) and each Subsidiary Guarantor (other than the Exempted Guarantor);
      provided, however, that any such Person shall cease to be a
“Restricted Subsidiary” hereunder immediately upon any Disposition of the Equity
      Interests in such Person permitted by Section
      6.04 that
      results in such Person no longer being a direct or indirect Subsidiary of the
      Company.

     

    “S&P”
      means Standard & Poors’ Ratings Group.

     

    “SEC”
      means the United States Securities and Exchange Commission.

     

    “Secured
      Hedging Agreement” has the meaning assigned to such term in the
      Security Agreement.

     

    “Secured
      Obligations” has the meaning assigned to such term in the Security
      Agreement.

     

    “Secured
      Parties” has the meaning assigned to such term in the Security
      Agreement.

     

    “Security
      Agreement” means the Third Amended and Restated Security Agreement
      substantially in the form of Exhibit D hereto, dated as of the Effective
      Date, executed and delivered by the Collateral Agent, each Credit Party and
      the
      Depository Bank (as defined therein).

     

    “Security
      Documents” means, collectively, the Subsidiary Guarantee Agreement, the
      Security Agreement and all other security documents hereafter delivered by
      a
      Credit Party to the Administrative Agent or the Collateral Agent granting or
      purporting to grant a Lien on any property or Asset of any Credit Party to
      secure the Secured Obligations.

     

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

     

    “Specified
      Indenture Debt” means any Debt issued pursuant to an indenture
      qualified under the Trust Indenture Act of 1939, as amended, and the principal
      amount of which, at the time of determination, exceeds $50,000,000.

     

    “Statutory
      Reserve Rate” means a fraction (expressed as a decimal), the numerator
      of which is the number one and the denominator of which is the number one minus
      the aggregate of the maximum reserve percentages (including any marginal,
      special, emergency or supplemental reserves) expressed as a decimal established
      by the Board of Governors to which the Administrative Agent is subject for
      eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
      Regulation D of the Board of Governors).  Such reserve percentages
      shall include those imposed pursuant to such Regulation D.  Eurodollar
      Loans shall be deemed to constitute eurocurrency funding and to be subject
      to
      such reserve requirements without benefit of or credit for proration, exemptions
      or offsets that may be available from time to time to any Lender under such
      Regulation D or any comparable regulation.  The Statutory Reserve Rate
      shall be adjusted automatically on and as of the effective date of any change
      in
      any reserve percentage.

     

    “Subsidiary”
      means, as to any Person (the “parent”) at any date, any
      Business Entity the accounts of which are, or are required to be, consolidated
      with those of the parent in the parent’s consolidated financial statements if
      such financial statements were prepared in accordance with GAAP as of such
      date,
      as well as any other Business Entity of which the shares of stock or other
      Equity Interests having ordinary voting power (other than stock or such other
      Equity Interests having such power only by reason of the happening of a
      contingency) to elect a majority of the board of directors or other managers
      of
      such Business Entity are at the time owned, directly or indirectly, through
      one
      or more Subsidiaries, or both, by such Person.

     

    “Subsidiary
      Guarantee Agreement” means the Third Amended and Restated Subsidiary
      Guarantee Agreement substantially in the form of Exhibit E hereto, dated
      as of the Effective Date, executed and delivered by each Subsidiary Guarantor
      in
      favor of the Collateral Agent for the ratable benefit of the Secured
      Parties.

     

    “Subsidiary
      Guarantor” means, subject to the release of any of the following as
      Subsidiary Guarantor in accordance with the terms of this Agreement, each of
      El
      Paso Tennessee, EPNG Holding and TGPC Holding.

     

    “Syndication
      Agent” means CNA, in its capacity as syndication agent.

     

    “Taxes”
      means any and all present or future taxes, levies, imposts, duties, deductions,
      charges or withholdings imposed by any Governmental Authority.

     

    “Termination
      Event” means (a) a “reportable event,” as such term is described in
      Section 4043 of ERISA (other than a “reportable event” not subject to the
      provision for 30-day notice to the PBGC under PBGC Reg. § 4043), or an event
      described in Section 4062(e) of ERISA, or (b) the withdrawal of the Company
      or
      any ERISA Affiliate from a Multiple Employer Plan during a plan year in which
      it
      was a “substantial employer,” as such term is defined in Section 4001(a)(2) of
      ERISA or the incurrence of liability by the Company or any ERISA Affiliate
      under
      Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or
      (c)
      the filing of a notice of intent to terminate a Plan or the treatment of a
      Plan
      amendment as a termination under Section 4041 of ERISA, or (d) the institution
      of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA,
      or
      (e) the conditions set forth in Section 302(f)(1)(A) and (B) of ERISA to the
      creation of a lien upon property or rights to property of the Company or any
      ERISA Affiliate for failure to make a required payment to a Plan are satisfied,
      or (f) the adoption of an amendment to a Plan requiring the provision of
      security to such Plan, pursuant to Section 307 of ERISA, or (g) the occurrence
      of any other event or the existence of any other condition which would
      reasonably be expected to result in the termination of, or the appointment
      of a
      trustee to administer, any Plan under Section 4042 of ERISA.

     

    “TGPC”
      has the meaning assigned to such term in the preamble hereof.

     

    “TGPC
      Holding” means El Paso TGPC Investments, L.L.C., a Delaware limited
      liability company.

     

    “Transaction
      Liens” means the Liens on Collateral granted by the Credit Parties
      under the Security Documents.

     

    “Transactions”
      means the execution, delivery and performance by the Borrowers of this
      Agreement, the borrowing of Loans, the use of the proceeds thereof and the
      issuance of Letters of Credit hereunder.

     

    “Type”,
      when used in reference to any Loan or Borrowing, refers to whether the rate
      of
      interest on such Loan, or on the Loans comprising such Borrowing, is determined
      by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

     

    “Uniform
      Customs” means the Uniform Customs and Practice for Documentary Credits
      (2007 Revision), International Chamber of Commerce Publication No. 600, as
      the
      same may be amended from time to time.

     

    “Unregulated
      Restricted Subsidiary” means any Restricted Subsidiary whose principal
      business purpose is the ownership and operation of assets and properties that
      are not subject to regulations promulgated by FERC.

     

    “Withdrawal
      Liability” has the meaning given such term under Part 1 of Subtitle E
      of Title IV of ERISA.

     

    Section
      1.02  .  Terms
      Generally.  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.

     

    Section
      1.03  .  Accounting
      Terms; GAAP.  (a) Except as otherwise expressly
      provided herein, all terms of an accounting or financial nature shall be
      construed in accordance with GAAP, as in effect from time to time;
provided that, if the Company notifies the Administrative Agent that
      the Company requests an amendment to any provision hereof to eliminate the
      effect of any change occurring after the date hereof in GAAP or in the
      application thereof on the operation of or calculation of compliance with such
      provision (or if the Administrative Agent notifies the Company that the Majority
      Lenders request an amendment to any provision hereof for such purpose),
      regardless of whether any such notice is given before or after such change
      in
      GAAP or in the application thereof, then such provision shall be interpreted
      on
      the basis of GAAP as in effect and applied immediately before such change shall
      have become effective until such notice shall have been withdrawn or such
      provision amended in accordance herewith.

     

    (b)           For
      purposes of Section 6.02, the amount of Consolidated EBITDA, Debt and Guaranties
      shall be calculated assuming that MLP and its consolidated Subsidiaries are
      accounted for on the equity method (notwithstanding that they would be
      consolidated Subsidiaries of the Company under GAAP).

     

     

    ARTICLE
      2

    The
      Credits

     

    Section
      2.01.  Commitments.
      Subject to the terms and conditions set forth herein, each Lender agrees
      to
      make Loans to any Borrower from time to time during the Availability Period
      in
      an aggregate principal amount that will not result in any Lender’s Outstandings
      exceeding such Lender’s Commitment.  Within the foregoing limits and
      subject to the terms and conditions set forth herein, each Borrower may borrow,
      prepay and reborrow Loans.

     

    Section
      2.02.  Loans
      and Borrowings.  (a) Each Loan shall be made as part of a
      Borrowing consisting of Loans of the same Type made by the Lenders ratably
      in
      accordance with their respective Commitments, as the applicable Borrower may
      request (subject to Section 2.12) in accordance
      herewith.  The failure of any Lender to make any Loan required to be
      made by it shall not relieve any other Lender of its obligations hereunder;
      provided that the Commitments of the Lenders are several and no Lender
      shall be responsible for any other Lender’s failure to make Loans as
      required.

     

    (b)  Subject
      to Section 2.12, each Borrowing shall be comprised
      entirely of ABR Loans or Eurodollar Loans as the Company, on its own behalf
      or
      on behalf of the applicable Pipeline Company Borrower, may request in accordance
      herewith.  Each Lender at its option may make or hold any Eurodollar
      Loan by causing any domestic or foreign branch or Affiliate of such Lender
      to
      make or hold such Loan; provided that any exercise of such option shall
      not affect the obligation of a Borrower to repay such Loan in accordance with
      the terms of this Agreement.

     

    (c)  At
      the commencement
      of each Interest Period for any Eurodollar Borrowing, such Borrowing shall
      be in
      an aggregate amount that is an integral multiple of $1,000,000 and not less
      than
      $20,000,000.  At the time that each ABR Borrowing is made, such
      Borrowing shall be in an aggregate amount that is an integral multiple of
      $1,000,000 and not less than $5,000,000; provided that an ABR Borrowing
      may be in an aggregate amount that is equal to the entire unused balance of
      the
      total Commitments or that is required to finance the reimbursement of an LC
      Disbursement as contemplated by Section
      2.04(e).  Borrowings of more than one Type may be outstanding at
      the same time; provided that there shall not at any time be more than a
      total of sixteen Eurodollar Borrowings outstanding.  Within the limits
      of each Lender’s Commitment, any Borrower may make more than one Borrowing on
      any Business Day.

     

    (d)  Notwithstanding
      any
      other provision of this Agreement, a Borrower shall not be entitled to request,
      or to elect to convert a Borrowing to or continue a Borrowing as, a Eurodollar
      Borrowing if the Interest Period requested with respect thereto would end after
      the Maturity Date.

     

    Section
      2.03.  Requests
      for Borrowings.  To request a Borrowing, the Company, on its own
      behalf or on behalf of the applicable Pipeline Company Borrower, shall notify
      the Administrative Agent of such request by telephone (a) in the case of a
      Eurodollar Borrowing, not later than 12:00 noon, New York City time, three
      Business Days before the date of the proposed Borrowing, or (b) in the case
      of
      an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date
      of
      the proposed Borrowing.  Each such telephonic Borrowing Request shall
      be irrevocable and shall be confirmed promptly by hand delivery or telecopy
      to
      the Administrative Agent of a written Borrowing Request in substantially the
      form of Exhibit B and signed by the Company.  Each such
      telephonic and written Borrowing Request shall specify the following information
      in compliance with Section 2.02:

     

    (i)  the
      Borrower;

     

    (ii)  the
      aggregate
      amount of such Borrowing;

     

    (iii)  the
      date of such
      Borrowing, which shall be a Business Day;

     

    (iv)  whether
      such
      Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     

    (v)  in
      the case of any
      Eurodollar Borrowing, the initial Interest Period to be applicable thereto,
      which shall be a period contemplated by the definition of the term “Interest
      Period”; and

     

    (vi)  the
      location and
      number of the Borrower’s account to which funds are to be
      disbursed.

     

    (1)  If
      no election as
      to the Type of Borrowing is specified, then the requested Borrowing shall be
      an
      ABR Borrowing.  If no Interest Period is specified with respect to any
      requested Eurodollar Borrowing, then the applicable Borrower shall be deemed
      to
      have selected an Interest Period of one month’s duration.  Promptly
      following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise
      each Lender of the details thereof and of the amount of such Lender’s Loan to be
      made as part of the requested Borrowing.

     

    Section
      2.04.  Letters
      of Credit.

     

    (a)  General.  (i)
      Subject to the terms and conditions set forth herein, upon request by the
      Company, on its own behalf or on behalf of the applicable Pipeline Company
      Borrower, each Issuing Bank agrees to issue Letters of Credit in any stated
      face
      amount specified by the Company in the applicable request with any Borrower
      as
      the reimbursement obligor in respect of drawings thereunder and for the account
      of the Borrowers, or any one or more of them, or any direct or indirect
      Subsidiary or Affiliate thereof, each Letter of Credit in a form reasonably
      acceptable to the Administrative Agent and the applicable Issuing Bank, at
      any
      time and from time to time during the  Availability
      Period.  In the event of any inconsistency between the terms and
      conditions of this Agreement and the terms and conditions of any form of letter
      of credit application, reimbursement agreement or other agreement submitted
      by a
      Borrower to, or entered into by a Borrower with, an Issuing Bank relating to
      any
      Letter of Credit issued thereby, the terms and conditions of this Agreement
      shall control.

     

    (ii)  Existing
      Letters of Credit.  On the Effective Date, without further action
      by any party hereto, each Issuing Bank that has issued an Existing Letter of
      Credit shall be deemed to have granted to each Lender, and each Lender shall
      be
      deemed to have acquired from such Issuing Bank, a participation in each such
      Existing Letter of Credit equal to such Lender’s Percentage of (A) the aggregate
      amount available to be drawn under such Existing Letter of Credit and (B) the
      aggregate amount of any outstanding reimbursement obligations in respect
      thereof.  With respect to each Existing Letter of Credit (i) any
      participation therein granted pursuant to the terms of the Existing Facility
      shall be automatically canceled on the Effective Date and (ii) if the relevant
      Issuing Bank has heretofore granted a participation therein to any bank or
      financial institution otherwise than pursuant to the terms of the Existing
      Facility, such Issuing Bank shall procure the termination of such participation
      on or prior to the Effective Date.  On and after the Effective Date,
      each such Existing Letter of Credit shall be a Letter of Credit issued
      hereunder.

     

    (b)  Notice
      of
      Issuance, Amendment, Renewal, Extension; Certain Conditions.  To
      request the issuance of a Letter of Credit (or the amendment, renewal or
      extension of an outstanding Letter of Credit), the Company, on its own behalf,
      or on behalf of the applicable Pipeline Company Borrower as obligor, shall
      hand
      deliver or telecopy (or transmit by electronic communication, if arrangements
      for doing so have been approved by the applicable Issuing Bank) to the Issuing
      Bank requested to issue such Letter of Credit and the Administrative Agent
      (reasonably in advance of the requested date of issuance, amendment, renewal
      or
      extension) a notice (requesting the issuance of a Letter of Credit, or
      identifying the Letter of Credit to be amended, renewed or extended, and
      specifying the date of issuance, amendment, renewal or extension (which shall
      be
      a Business Day), the date on which such Letter of Credit is to expire (which
      shall comply with paragraph (c) of this Section 2.04), the amount of
      such Letter of Credit, the
      name and address of the beneficiary thereof and such other information
      (including the applicable Borrower as obligor for reimbursement obligations
      thereunder and the account party therefor if different) as shall be necessary
      to
      prepare, amend, renew or extend such Letter of Credit.  If such notice
      is received by the applicable Issuing Bank (i) prior to 12:00 noon, New York
      City time, on any Business Day, the applicable Issuing Bank shall use its best
      efforts to issue the requested Letter of Credit on such date or (ii) after
      12:00
      noon, New York City time, on any Business Day, the applicable Issuing Bank
      shall
      issue the requested Letter of Credit by the end of the following Business Day,
      in each case provided that all necessary information is in order.  If
      requested by the applicable Issuing Bank in connection with any request for
      a
      Letter of Credit, the applicable obligor Borrower in respect thereof also shall
      submit a letter of credit application on such Issuing Bank’s standard
      form.  A Letter of Credit shall be issued, amended, renewed or
      extended only if (and upon issuance, amendment, renewal or extension of each
      Letter of Credit the Company shall be deemed to represent and warrant that),
      after giving effect to such issuance, amendment, renewal or extension (i) the
      total LC Exposure with respect to all Letters of Credit issued by each Issuing
      Bank shall not exceed such Issuing Bank’s LC Commitment and (ii) the total
      Outstandings shall not exceed the total Commitments.  Each Issuing
      Bank shall have sole discretion as to any amendment, renewal or extension of
      the
      Letters of Credit issued by it, subject to the other terms and provisions of
      this Agreement.

     

    (c)  Expiration
      Date.  Each Letter of Credit shall expire at or prior to the
      close of business on the earlier of (i) the date three years after the date
      of
      the issuance of such Letter of Credit (or, in the case of any renewal or
      extension thereof, three years after such renewal or extension) and (ii) the
      date that is five Business Days prior to the Maturity Date; provided
      that (x) any Letter of Credit may provide for the extension or renewal thereof
      and may be renewed or extended upon the request of the Company, on its own
      behalf or on behalf of a Pipeline Company Borrower, in accordance with the
      terms
      thereof for additional periods of a duration requested by the Company, on its
      own behalf or on behalf of a Pipeline Company Borrower (which shall in no event
      extend beyond the date referred to in clause (ii)
      above) and (y) with the consent of the relevant Issuing Bank and the
      Administrative Agent, Letters of Credit with a term longer than three years
      shall be permitted (which shall in no event extend beyond the date referred
      to
      in clause (ii) above).

     

    (d)  Participations.  By
      the issuance of a Letter of Credit (or an amendment to a Letter of Credit
      increasing the amount thereof) and without any further action on the part of
      the
      applicable Issuing Bank or the applicable Lenders, such Issuing Bank hereby
      grants to each Lender having a Commitment, and each Lender hereby acquires
      from
      such Issuing Bank, a participation in such Letter of Credit equal to such
      Lender’s Percentage of the aggregate amount available to be drawn under such
      Letter of Credit.  In consideration and in furtherance of the
      foregoing, each such Lender hereby absolutely and unconditionally agrees to
      pay
      to the Administrative Agent, for the account of the applicable Issuing Bank,
      such Lender’s Percentage of each LC Disbursement made by such Issuing Bank and
      not reimbursed by the applicable obligor Borrower or any Guarantor on the date
      due as provided in paragraph (e) of this Section 2.04, or of any reimbursement
      payment required
      to be refunded to any Borrower for any reason.  Each Lender
      acknowledges and agrees that its obligation to acquire participations pursuant
      to this paragraph
      in respect of Letters of Credit is absolute and unconditional and shall not
      be
      affected by any circumstance whatsoever, including any amendment, renewal or
      extension of any Letter of Credit or the occurrence and continuance of a Default
      or reduction or termination of the Commitments, and that each such payment
      shall
      be made without any offset, abatement, withholding or reduction
      whatsoever.

     

    (e)  Reimbursement.  If
      an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit
      issued by it, the applicable obligor Borrower shall reimburse such LC
      Disbursement by paying to the Administrative Agent an amount equal to such
      LC
      Disbursement not later than 12:00 noon, New York City time, on the date that
      such LC Disbursement is made, if such Borrower shall have received notice of
      such LC Disbursement prior to 10:00 a.m., New York City time, on such date,
      or,
      if such notice has not been received by such Borrower prior to such time on
      such
      date, then not later than 12:00 noon, New York City time, on (i) the Business
      Day that such Borrower receives such notice, if such notice is received prior
      to
      10:00 a.m., New York City time, on the day of receipt, or (ii) the Business
      Day
      immediately following the day that such Borrower receives such notice, if such
      notice is not received prior to such time on the day of receipt;
provided that, to the extent financed with proceeds of an ABR Borrowing
      as contemplated by the following sentence, such Borrower’s obligation to make
      such payment shall be discharged and replaced by the resulting ABR
      Borrowing.  Unless the Company, on its own behalf or on behalf of the
      applicable Pipeline Company Borrower, shall have notified the Administrative
      Agent of such Borrower’s intention to reimburse the Administrative Agent
      directly for such LC Disbursement, the Administrative Agent shall notify each
      Lender of the applicable LC Disbursement, the payment then due from such
      Borrower in respect thereof and such Lender’s Percentage
      thereof.  Promptly following receipt of such notice, each applicable
      Lender shall make an ABR Loan in the amount of its Percentage of the payment
      then due from the applicable Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender
      (and Section 2.05 shall apply, mutatis
      mutandis, to the payment obligations of the applicable Lenders), and the
      Administrative Agent shall promptly pay to the applicable Issuing Bank the
      amounts so received by it from such Lenders.  Promptly following
      receipt by the Administrative Agent of any payment from a Borrower pursuant
      to
      this paragraph, the Administrative Agent shall distribute such payment to the
      applicable Issuing Bank or, to the extent that Lenders have made payments
      pursuant to this paragraph
      to reimburse such Issuing Bank, then to the Lenders and such Issuing Bank as
      their interests may appear.

     

    (f)  Obligations
      Absolute.  Each Borrower’s obligation to reimburse LC
      Disbursements as provided in paragraph (e) of this
Section 2.04 shall be absolute,
      unconditional and
      irrevocable, and shall be performed strictly in accordance with the terms of
      this Agreement under any and all circumstances whatsoever and irrespective
      of
      (i) any lack of validity or enforceability of any Letter of Credit or this
      Agreement, or any term or provision therein, (ii) any draft or other document
      presented under a Letter of Credit proving to be forged, fraudulent or invalid
      in any respect or any statement therein being untrue or inaccurate in any
      respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit
      against presentation of a draft or other document that does not comply with
      the
      terms of such Letter of Credit, or (iv) any other event or circumstance
      whatsoever, whether or not similar to any of the foregoing, that might, but
      for
      the provisions of this Section 2.04, constitute a
      legal or equitable discharge of or defense to, or provide a right of setoff
      against, a Borrower’s obligations hereunder.  Neither the
      Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related
      Parties, shall have any liability or responsibility by reason of or in
      connection with the issuance or transfer of any Letter of Credit or any payment
      or failure to make any payment thereunder (irrespective of any of the
      circumstances referred to in the preceding sentence), or any error, omission,
      interruption, loss or delay in transmission or delivery of any draft, notice
      or
      other communication under or relating to any Letter of Credit (including any
      document required to make a drawing thereunder), any error in interpretation
      of
      technical terms or any consequence arising from causes beyond the control
      of  such Issuing Bank; provided that the foregoing shall not
      be construed to excuse such Issuing Bank from liability to a Borrower to the
      extent of any direct damages (as opposed to consequential damages, claims in
      respect of which are hereby waived by the applicable Borrower to the extent
      permitted by applicable law) suffered by a Borrower that are caused by such
      Issuing Bank’s failure to comply with the requirements of the ISP or the Uniform
      Customs, as applicable, when determining whether drafts and other documents
      presented under a Letter of Credit comply with the terms thereof.  In
      furtherance of the foregoing, the parties agree that, with respect to documents
      presented which appear on their face to be in compliance with the terms of
      a
      Letter of Credit, the Issuing Bank that issued such Letter of Credit may, to
      the
      extent it is permitted to do so under the ISP or Uniform Customs, as applicable,
      and otherwise in its sole discretion, either accept and make payment upon such
      documents without responsibility for further investigation, regardless of any
      notice or information to the contrary, or refuse to accept and make payment
      upon
      such documents if such documents are not in strict compliance with the terms
      of
      such Letter of Credit (unless the applicable obligor Borrower shall consent
      to
      payment thereon notwithstanding such lack of strict compliance).

     

    (g)  Disbursement
      Procedures.  Each Issuing Bank shall, promptly following its
      receipt thereof, examine all documents purporting to represent a demand for
      payment under a Letter of Credit issued by it.  Such Issuing Bank
      shall promptly notify the Administrative Agent and the Borrower by telephone
      (confirmed by telecopy) of the date and the amount of such demand for payment
      and whether such Issuing Bank has made or will make an LC Disbursement
      thereunder; provided that any failure to give or delay in giving such
      notice shall not relieve such Borrower of its obligation to reimburse such
      Issuing Bank and the Lenders with respect to any such LC
      Disbursement.

     

    (h)  Interim
      Interest.  If any Issuing Bank shall make any LC Disbursement,
      then, unless the applicable obligor Borrower, or a Guarantor on its behalf,
      shall reimburse such LC Disbursement in full on the date such LC Disbursement
      is
      made (including reimbursement by way of ABR Loans made as contemplated by paragraph
      (e) of this Section 2.04), the unpaid amount thereof
      shall bear interest, for each day from and including the date such LC
      Disbursement is made to but excluding the date that such Borrower reimburses
      such LC Disbursement, at the rate per annum then applicable to ABR Loans;
provided that, if such applicable obligor Borrower, or a Guarantor on
      its behalf, fails to reimburse such LC Disbursement when due pursuant to
      paragraph (e) of this Section 2.04, then Section
      2.11(c) shall apply.  Interest accrued pursuant to this paragraph
      shall be for the account of the applicable Issuing Bank, except that interest
      accrued on and after the date of payment by any Lender pursuant to paragraph
(e) of this Section 2.04 to
      reimburse such Issuing Bank shall be for the account of such Lender to the
      extent of such payment.

     

    (i)  Replacement
      of
      an Issuing Bank.  Any Issuing Bank may be replaced at any time by
      written agreement among the Company, the Administrative Agent, the replaced
      Issuing Bank and the successor Issuing Bank.  The Administrative Agent
      shall notify the Lenders of any such replacement of an Issuing
      Bank.  At the time any such replacement shall become effective, the
      applicable obligor Borrower shall pay all unpaid fees accrued for the account
      of
      the replaced Issuing Bank pursuant to Section
      2.10(b).  From and after the effective date of any such
      replacement, (i) the successor Issuing Bank shall have all the rights and
      obligations of the replaced Issuing Bank under this Agreement with respect
      to
      Letters of Credit issued by it thereafter and (ii) references herein to the
      term
“Issuing Bank” shall be deemed, when applicable, to refer to
      such successor or, when applicable, to any previous Issuing Bank, or to such
      successor and all previous Issuing Banks, as the context shall
      require.  After the replacement of an Issuing Bank hereunder, the
      replaced Issuing Bank shall remain a party hereto and shall continue to have
      all
      the rights and obligations of an Issuing Bank under this Agreement with respect
      to Letters of Credit issued by it prior to such replacement, but shall not
      be
      required to issue additional Letters of Credit.

     

    (j)  Cash
      Collateralization.  Notwithstanding any provisions of the
      Security Agreement relating to the Cash Collateralization of LC Exposure, if
      any
      Event of Default shall occur and be continuing, on the Business Day that any
      Borrower receives notice from the Administrative Agent or the Majority Lenders
      demanding the Cash Collateralization of the LC Exposure pursuant to this
      paragraph, such Borrower shall Cash Collateralize the LC Exposure;
provided that the obligation to deposit such cash collateral shall
      become effective immediately, and such deposit shall become immediately due
      and
      payable, without demand or other notice of any kind, upon the occurrence of
      any
      Event of Default with respect to such Borrower described in paragraph (f) of Article
      7.  If any Borrower is required to provide an amount of Cash
      Collateral hereunder as a result of the occurrence of an Event of Default,
      such
      amount (to the extent not applied as aforesaid) shall be returned to such
      Borrower within three Business Days after all Events of Default have been cured
      or waived.

     

    Section
      2.05.  Funding
      Of Borrowings.  (a) Each Lender shall make each Loan to be made
      by it hereunder on the proposed date of the related Borrowing by wire transfer
      of immediately available funds by 12:00 noon, New York City time, to the account
      of the Administrative Agent most recently designated by it for such purpose
      by
      notice to the Lenders.  The Administrative Agent will make such Loans
      available to the applicable Borrower by promptly crediting the Loan amounts
      so
      received, in like funds, to such account as designated by such Borrower in
      the
      applicable Borrowing Request; provided that ABR Loans made to finance
      the reimbursement of an LC Disbursement as provided in Section 2.04(e) shall be remitted by the Administrative
      Agent to the applicable Issuing Bank.

     

    (b)  Unless
      the
      Administrative Agent shall have received notice from a Lender prior to the
      proposed date (or, in the case of a requested ABR Borrowing for which notice
      has
      been provided by the Company on the same date of the proposed disbursement,
      the
      proposed time) of any Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender’s share of such Borrowing, the Administrative
      Agent may assume that such Lender has made such share available on such date
      in
      accordance with paragraph (a) of this Section 2.05 and may, in reliance
      upon such assumption,
      make available to the applicable Borrower a corresponding amount.  In
      such event, if a Lender has not in fact made its share of a Borrowing available
      to the Administrative Agent, then the applicable Lender and Borrower severally
      agree to pay to the Administrative Agent forthwith on demand such corresponding
      amount with interest thereon, for each day from and including the date such
      amount is made available to such Borrower to but excluding the date of payment
      to the Administrative Agent, at (i) in the case of such Lender, the greater
      of
      the Federal Funds Effective Rate and a rate determined by the Administrative
      Agent in accordance with banking industry rules on interbank compensation,
      or
      (ii) in the case of the Borrower, the interest rate applicable to ABR
      Loans.  If such Lender pays such amount to the Administrative Agent,
      then such amount shall constitute such Lender’s Loan included in such
      Borrowing.

     

    Section
      2.06  .  Interest
      Elections.  (a)  Each Borrowing initially shall be of
      the Type specified in the applicable Borrowing Request and, in the case of
      a
      Eurodollar Borrowing, shall have an initial Interest Period as specified in
      such
      Borrowing Request.  The Company, on its own behalf or on behalf of a
      Pipeline Company Borrower, may thereafter elect at any time and from time to
      time on any Business Day to convert such Borrowing to a different Type or to
      continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect
      Interest Periods therefor, all as provided in this Section 2.06.  The Company, on its own behalf
      or on behalf of a Pipeline Company Borrower, may elect different options with
      respect to different portions of the affected Borrowing, in which case each
      such
      portion shall be allocated ratably among the Lenders holding the Loans
      comprising such Borrowing, and the Loans comprising each such portion shall
      be
      considered a separate Borrowing.

     

    (b)  To
      make an election
      pursuant to this Section 2.06, a Borrower shall
      notify the Administrative Agent of such election by telephone not later than
      12:00 noon, New York City time, three Business Days before the proposed
      effective date of such election.  Each such telephonic Interest
      Election Request shall be irrevocable and shall be confirmed promptly by hand
      delivery or telecopy to the Administrative Agent of a written Interest Election
      Request in a form approved by the Administrative Agent and signed by such
      Borrower.

     

    (c)  Each
      telephonic and
      written Interest Election Request shall specify the following information in
      compliance with Section 2.02:

     

    (i)  the
      Borrowing to
      which such Interest Election Request applies and, if different options are
      being
      elected with respect to different portions thereof, the portions thereof to
      be
      allocated to each resulting Borrowing (in which case the information to be
      specified pursuant to clauses (iii) and (iv) below shall be specified
      for each resulting
      Borrowing);

     

    (ii)  the
      effective date
      of the election made pursuant to such Interest Election Request, which shall
      be
      a Business Day;

     

    (iii)  whether
      the
      resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
      and

     

    (iv)  if
      the resulting
      Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable
      thereto after giving effect to such election, which shall be a period
      contemplated by the definition of the term “Interest
      Period”.

     

    (2)  If
      any such
      Interest Election Request requests a Eurodollar Borrowing but does not specify
      an Interest Period, then the Borrower shall be deemed to have selected an
      Interest Period of one month’s duration.

     

    (d)  Promptly
      following
      receipt of an Interest Election Request, the Administrative Agent shall advise
      each Lender of the details thereof and of such Lender’s portion of each
      resulting Borrowing.

     

    (e)  If
      a Borrower fails
      to deliver a timely Interest Election Request with respect to a Eurodollar
      Borrowing prior to the end of the Interest Period applicable thereto, then,
      unless such Borrowing is repaid as provided herein, at the end of such Interest
      Period such Borrowing shall be converted to an ABR
      Borrowing.  Notwithstanding any contrary provision hereof, if an Event
      of Default has occurred and is continuing and the Administrative Agent, at
      the
      request of the Majority Lenders, so notifies any Borrower, then, so long as
      an
      Event of Default is continuing (i) no outstanding Borrowing may be converted
      to
      or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
      Borrowing shall be converted to an ABR Borrowing at the end of the Interest
      Period applicable thereto.

     

    Section
      2.07.  Optional
      and Mandatory Termination and Reduction of Commitments.  (a)
      Unless previously terminated, the Commitments shall terminate on the Maturity
      Date.

     

    (b)  The
      Company may at
      any time terminate, or from time to time reduce, the unused portions of the
      Commitments; provided that (i) each partial reduction of the
      Commitments shall be in an amount that is an integral multiple of $1,000,000
      and
      not less than $10,000,000, and (ii) the Company shall not terminate or reduce
      the Commitments if, after giving effect to any concurrent prepayment of Loans
      in
      accordance with Section 2.09, the Outstandings would
      exceed the aggregate amount of the Commitments.

     

    (c)  The
      Company shall
      notify the Administrative Agent of any election to terminate or reduce the
      Commitments under paragraph (b) of this Section 2.07, or any required
      reduction of the
      Commitments under paragraph (d) of this Section 2.07, at least three
      Business Days prior to the
      effective date of such termination or reduction, specifying such election and
      the effective date thereof.  Promptly following receipt of any notice,
      the Administrative Agent shall advise the Lenders of the contents
      thereof.  Each notice delivered by the Company pursuant to this Section 2.07 shall be irrevocable; provided
      that a notice of termination of the Commitments delivered by the Company may
      state that such notice is conditioned upon the effectiveness of other credit
      facilities, in which case such notice may be revoked by the Company (by notice
      to the Administrative Agent on or prior to the specified effective date) if
      such
      condition is not satisfied.

     

    (d)  Within
      five days
      after the occurrence of a Mandatory Asset Reduction Event, the Commitments
      shall
      be ratably reduced (but not below zero) by an aggregate amount equal to the
      related Mandatory Asset Reduction Amount.

     

    (e)  Any
      termination or
      reduction of the Commitments hereunder, whether optional or mandatory, shall
      be
      permanent.  Each reduction of the Commitments shall be made ratably
      among the Lenders in accordance with their respective Commitments.

     

    Section
      2.08.  Repayment
      of Loans; Evidence of Debt.  (a)  Each Borrower hereby
      unconditionally promises to pay on the Maturity Date to the Administrative
      Agent
      for the account of each Lender the then unpaid principal amount of each Loan
      made to such Borrower.

     

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

     

    (c)  The
      Administrative
      Agent shall maintain accounts in which it shall record (i) the amount of each
      Loan made hereunder, the Type thereof, the Interest Period applicable thereto
      and the Borrower to whom such Loan is made, (ii) the amount of any principal
      or
      interest due and payable or to become due and payable to each Lender hereunder
      on account of each Loan from the relevant Borrower to whom such Loan was made
      and (iii) the amount of any sum received by the Administrative Agent hereunder
      for the account of the Lenders and each Lender’s share thereof.

     

    (d)  The
      entries made in
      the accounts maintained pursuant to paragraph (b) or
(c) of this Section
      2.08
      shall, to the extent permitted by applicable law, be prima facie
      evidence of the existence and amounts of the obligations of each Borrower
      recorded therein absent manifest error; provided that the failure of
      any Lender or the Administrative Agent to maintain any such account or any
      error
      therein shall not in any manner affect the obligation of each Borrower to repay
      the Loans made to such Borrower in accordance with the terms of this
      Agreement.

     

    (e)  Any
      Lender may
      request that Loans made by it be evidenced by a Note.  In such event,
      the applicable Borrower shall prepare, execute and deliver to such Lender a
      Note
      or Notes payable to the order of such Lender (or, if requested by such Lender,
      to such Lender and its registered assigns).  Thereafter, the Loans
      evidenced by such Note and interest thereon shall at all times (including after
      assignment pursuant to Section 10.04) be represented
      by one or more Notes in such form payable to the order of the payee named
      therein (or, if such Note is a registered note, to such payee and its registered
      assigns).

     

    Section
      2.09.  Optional
      and Mandatory Prepayment of Loans.  (a)  Any Borrower
      shall have the right at any time and from time to time to prepay any Borrowing
      in whole or in part (without premium or penalty but subject to Section 2.14), subject to prior notice in accordance
      with paragraph (b) of this Section 2.09.  All or any portion
      of any Loan
      prepaid may be borrowed and reborrowed in accordance with the terms and
      provisions of this Agreement.

     

    (b)  A
      Borrower shall
      notify the Administrative Agent by telephone (confirmed by telecopy) of any
      optional prepayment hereunder (i) in the case of prepayment of a Eurodollar
      Borrowing, not later than 12:00 noon, New York City time, two Business Days
      before the date of prepayment, or (ii) in the case of prepayment of an ABR
      Borrowing, not later than 12:00 noon, New York City time, on the date of
      prepayment.  Each such notice shall be irrevocable and shall specify
      the prepayment date and the principal amount of each Borrowing or portion
      thereof to be prepaid; provided that, if a notice of prepayment is
      given in connection with a conditional notice of termination of the Commitments
      as contemplated by Section 2.07(c), then such notice
      of prepayment may be revoked if such notice of termination is revoked in
      accordance with Section 2.07(c).  Promptly
      following receipt of any such notice relating to a Borrowing, the Administrative
      Agent shall advise the Lenders of the contents thereof.  Each optional
      partial prepayment of any Borrowing shall be in a minimum amount of $5,000,000
      or a larger integral multiple of $1,000,000.  Each optional prepayment
      of a Borrowing shall be applied ratably to the Loans included in the prepaid
      Borrowing.  Each prepayment shall be accompanied by accrued and unpaid
      interest to the extent required by Section
      2.11.

     

    (c)  If
      on any date
      (including any date on which a mandatory reduction of Commitments occurs
      pursuant to Section 2.07(d)) the aggregate
      Outstandings exceed the then aggregate Commitments, then, without notice or
      demand, the Company shall promptly cause to be prepaid the principal amount
      of
      the Loans and any unreimbursed LC Disbursements in an amount equal to such
      excess and, if all Loans and unreimbursed LC Disbursements shall have been
      prepaid, promptly cause to be Cash Collateralized outstanding Letters of Credit
      by an amount equal to any remaining excess.

     

    Section
      2.10.  Fees.  (a)
      The Company agrees to pay to the Administrative Agent for the account of each
      Lender a commitment fee, which shall accrue at the Applicable Rate on the daily
      amount of the excess of the Commitment of such Lender over such Lender’s
      Outstandings during the period from and including the date hereof to but
      excluding the date on which such Commitment terminates.

     

    (b)  The
      Company agrees
      to pay (i) to the Administrative Agent for the account of each Lender a
      participation fee with respect to its participations in Letters of Credit,
      which
      shall accrue at the same Applicable Rate used to determine the interest rate
      applicable to Eurodollar Loans on the average daily amount of such Lender’s LC
      Exposure (excluding any portion thereof attributable to unreimbursed LC
      Disbursements) during the period from and including the Effective Date to but
      excluding the later of the date on which such Lender’s Commitment terminates and
      the date on which such Lender ceases to have any LC Exposure, (ii) to each
      Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum
      on the average daily amount of the LC Exposure (excluding any portion thereof
      attributable to unreimbursed LC Disbursements) with respect to each Letter
      of
      Credit issued by such Issuing Bank during the period from and including the
      Effective Date to but excluding the later of the date of termination of the
      Commitments and the date on which there ceases to be any LC Exposure with
      respect to Letters of Credit issued by such Issuing Bank and (iii) to each
      Issuing Bank, such Issuing Bank’s standard fees with respect to the issuance,
      amendment, renewal or extension of any Letter of Credit issued by it or
      processing of drawings thereunder.

     

    (c)  Fees
      accrued
      pursuant to paragraphs
      (a), (b)(i) and (b)(ii) above, through and including the last day of March,
      June, September and December of each year shall be payable on the third Business
      Day following each such last day, commencing on the first such date to occur
      after the Effective Date; provided that all such fees for the account
      of the Lenders shall be payable on the date on which the Commitments terminate
      and any such fees accruing after the date on which the Commitments terminate
      shall be payable on demand.  All such fees shall be computed on the
      basis of a year of 365 days (or 366 days in a leap year) and shall be payable
      for the actual number of days elapsed (including the first day but excluding
      the
      last day).  Any other fees payable to any Issuing Bank pursuant to
      this Section shall be payable within 10 days after demand.

     

    (d)  The
      Company agrees
      to pay (i) to the Administrative Agent, the Collateral Agent and the Lead
      Arrangers, for their own accounts, fees payable in the amounts and at the times
      separately agreed to pursuant to the Fee Letter and (ii) on or prior to the
      Effective Date, to the Administrative Agent for the account of each Lender
      an
      upfront fee in an amount separately agreed with the Lenders.

     

    (e)  All
      fees payable
      hereunder shall be paid on the dates due, in immediately available funds, to
      the
      Administrative Agent (or to each Issuing Bank, in the case of fees payable
      to
      it) for distribution (if applicable) to the Lenders as specified
      above.  Fees paid shall not be refundable under any
      circumstances.

     

    Section
      2.11.  Interest.  (a)  The
      Loans comprising each ABR Borrowing shall bear interest at the Alternate Base
      Rate plus the Applicable Rate.

     

    (b)  The
      Loans
      comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
      Rate for the Interest Period in effect for such Borrowing plus the Applicable
      Rate.

     

    (c)  Notwithstanding
      the
      foregoing, if any principal of or interest on any Loan or any fee or other
      amount payable by any Borrower hereunder is not paid when due, whether at stated
      maturity, upon acceleration or otherwise, such overdue amount shall bear
      interest, after as well as before judgment, at a rate per annum equal to (i)
      in
      the case of overdue principal of any Loan, 2% plus the  rate otherwise
      applicable to such Loan as provided in the preceding paragraphs
      of this Section 2.11 or (ii) in the case of any
      other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph
      (a) of this Section
      2.11.

     

    (d)  Accrued
      interest on
      each Loan shall be payable in arrears on each Interest Payment Date for such
      Loan and upon termination of the Commitments; provided that (i)
      interest accrued pursuant to paragraph (c) of this
Section 2.11 shall be payable
      on demand, (ii) in the
      event of any repayment or prepayment of any Loan, accrued interest on the
      principal amount repaid or prepaid shall be payable on the date of such
      repayment or prepayment and (iii) in the event of any conversion of any
      Eurodollar Loan prior to the end of the current Interest Period therefor,
      accrued interest on such Loan shall be payable on the effective date of such
      conversion.

     

    (e)  All
      interest
      hereunder shall be computed on the basis of a year of 360 days, except that
      interest computed by reference to the Alternate Base Rate at times when the
      Alternate Base Rate is based on the Prime Rate shall be computed on the basis
      of
      a year of 365 days (or 366 days in a leap year), and in each case shall be
      payable for the actual number of days elapsed (including the first day but
      excluding the last day of the Interest Period).  The applicable
      Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by
      the
      Administrative Agent, and such determination shall be conclusive absent manifest
      error.

     

    Section
      2.12.  Alternate
      Rate of Interest.  If prior to the commencement of any Interest
      Period for a Eurodollar Borrowing:

     

    (a)  the
      Administrative
      Agent determines in good faith (which determination shall be conclusive absent
      manifest error) that, by reason of circumstances generally affecting the London
      interbank Eurodollar market, adequate and reasonable means do not exist for
      ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
      Interest Period; or

     

    (b)  the
      Administrative
      Agent is advised by the Majority Lenders that the Adjusted LIBO Rate or the
      LIBO
      Rate, as applicable, for such Interest Period will not adequately and fairly
      reflect the cost to such Lenders of making or maintaining their Loans included
      in such Borrowing for such Interest Period;

     

    (3)  then
      the
      Administrative Agent shall give notice thereof to the Borrowers and the Lenders
      by telephone or telecopy as promptly as practicable thereafter and, until the
      Administrative Agent notifies the Borrowers and the Lenders that the
      circumstances giving rise to such notice no longer exist, (m) any Interest
      Election Request that requests the conversion of any Borrowing to, or
      continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective,
      and (n) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing
      shall be made as an ABR Borrowing.

     

    Section
      2.13.  Increased
      Costs.

     

    (a)  If
      any Change in
      Law shall:

     

    (i)  impose,
      modify or
      deem applicable any reserve, special deposit or similar requirement against
      assets of, deposits with or for the account of, or credit extended by, any
      Lender (except any such reserve requirement reflected in the Adjusted LIBO
      Rate)
      or any Issuing Bank; or

     

    (ii)  impose
      on any
      Lender or any Issuing Bank or the London interbank market any other condition
      materially affecting this Agreement or Eurodollar Loans made by such Lender
      or
      any Letter of Credit or participation therein;

     

    (1)  in
      each case other
      than as specified in paragraph (b) below, and the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurodollar Loan (or of maintaining its obligation
      to
      make any such Loan) or to increase the cost to such Lender or such Issuing
      Bank
      of participating in, issuing or maintaining any Letter of Credit or to reduce
      the amount of any sum received or receivable by such Lender or such Issuing
      Bank
      hereunder (whether of principal, interest or otherwise), in each case by an
      amount that such Lender or such Issuing Bank reasonably deems to be material,
      then the applicable Borrower or Borrowers will pay to such Lender or such
      Issuing Bank, as the case may be, in accordance with paragraph (c) of this Section 2.13
      after such Borrower’s receipt of its written demand accompanied by documentation
      specifying in reasonable detail the events and circumstances and the applicable
      Change in Law in support of any such reimbursement request, such additional
      amount or amounts necessary to compensate such Lender or such Issuing Bank,
      as
      the case may be, for such additional costs incurred or reduction
      suffered.

     

    (b)  If
      any Lender or
      any Issuing Bank determines that any Change in Law regarding capital
      requirements has or would have the effect of reducing the rate of return on
      such
      Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or
      such Issuing Bank’s holding company, if any, as a consequence of this Agreement
      or the Loans made by, or participations in Letters of Credit held by, such
      Lender, or the Letters of Credit issued by such Issuing Bank, to a level below
      that which such Lender or such Issuing Bank or such Lender’s or such Issuing
      Bank’s holding company could have achieved but for such Change in Law (taking
      into consideration such Lender’s or such Issuing Bank’s policies and the
      policies of such Lender’s or such Issuing Bank’s holding company with respect to
      capital adequacy) by an amount reasonably deemed by such Lender or such Issuing
      Bank to be material, then from time to time upon submission by such Lender
      or
      such Issuing Bank to the applicable Borrower or Borrowers (with a copy to the
      Administrative Agent) of a written demand therefor accompanied by documentation
      specifying in reasonable detail the events and circumstances applicable to
      such
      reduction and the applicable Change in Law in support of such demand, and the
      amount demanded pursuant hereto, the applicable Borrower or Borrowers will,
      within 30 days after receipt of such demand, pay to such Lender or such Issuing
      Bank, as the case may be, such additional amount or amounts necessary to
      compensate such Lender or such Issuing Bank or such Lender’s or such Issuing
      Bank’s holding company for any such reduction suffered.

     

    (c)  A
      certificate of a
      Lender or such Issuing Bank setting forth the amount or amounts necessary to
      compensate such Lender or such Issuing Bank or its holding company, as the
      case
      may be, together with the relevant demand and accompanying documentation, all
      as
      specified in paragraph (a) or (b) of this Section
      2.13,
      shall be delivered to the Company and shall be conclusive absent manifest
      error.  The Company shall pay such Lender or such Issuing Bank, as the
      case may be, the amount shown as due on any such certificate within 30 days
      after receipt thereof.

     

    (d)  Failure
      or delay on
      the part of any Lender or any Issuing Bank to demand compensation pursuant
      to
      this Section 2.13 shall not constitute a waiver of
      such Lender’s or such Issuing Bank’s right to demand such compensation;
provided that a Borrower shall not be required to compensate a Lender
      or an Issuing Bank pursuant to this Section for any increased costs or
      reductions incurred more than 180 days prior to the date that such Lender or
      such Issuing Bank, as the case may be, notifies the Company of the Change in
      Law
      giving rise to such increased costs or reductions and of such Lender’s or such
      Issuing Bank’s intention to claim compensation therefor in accordance with this
      Section; providedfurther that, if the Change in Law giving
      rise to such increased costs or reductions is retroactive, then the 180-day
      period referred to above shall be extended to include the period of retroactive
      effect thereof.

     

    Section
      2.14.  Break
      Funding Payments.  In the event of (a) the payment of any
      principal of any Eurodollar Loan other than on the last day of an Interest
      Period applicable thereto (including as a result of an Event of Default or
      any
      prepayment under Section 2.09(a) or 2.09(c)), (b)
      the conversion of any Eurodollar Loan other than on the last day of the Interest
      Period applicable thereto, (c) the failure to borrow, convert, continue or
      prepay any Eurodollar Loan on the date specified in any notice delivered
      pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(b) and is revoked in accordance
      therewith), or (d) the assignment of any Eurodollar Loan other than on the
      last
      day of the Interest Period applicable thereto as a result of a request by a
      Borrower pursuant to Section 2.17, then, in any such
      event, such Borrower shall compensate each Lender for the loss, cost and expense
      attributable to such event.  In the case of a Eurodollar Loan, such
      loss, cost or expense to any Lender shall be deemed to include an amount
      determined by such Lender to be the excess, if any, of (i) the amount of
      interest which would have accrued on the amount so prepaid or converted, or
      not
      so borrowed, continued, converted or prepaid, at the Adjusted LIBO Rate that
      would have been applicable to such Eurodollar Loan, for the period from the
      date
      of such event to the last day of the then current Interest Period therefor
      (or,
      in the case of a failure to borrow, convert or continue, for the Interest Period
      that would have commenced on the date of such failure for such Loan), over
      (ii)
      the amount of interest that would have accrued to such Lender on such principal
      amount for such period at the interest rate which such Lender would bid were
      it
      to bid, at the commencement of such period, for dollar deposits of a comparable
      amount and period from other banks in the interbank eurodollar
      market.  A certificate of any Lender setting forth any amount or
      amounts that such Lender is entitled to receive pursuant to this Section shall
      be delivered to the applicable Borrower and shall be conclusive absent manifest
      error.  Each affected Lender requesting payment under this Section
      shall submit written demand specifying in reasonable detail the events and
      circumstances resulting in such payment obligation, together with a certificate
      as to any amounts payable pursuant to this Section to the applicable
      Borrower.  The applicable Borrower shall pay such Lender the amount
      shown as due on any such certificate within 30 days after receipt
      thereof.

     

    Section
      2.15.  Taxes.  (a)  Any
      and all payments by or on account of any obligation of any Borrower hereunder
      shall be made free and clear of and without deduction for any Indemnified Taxes
      or Other Taxes; provided that if a Borrower shall be required to deduct
      any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
      payable shall be increased as necessary so that after making all required
      deductions (including deductions applicable to additional sums payable under
      this Section) the Administrative Agent, Lender or Issuing Bank (as the case
      may
      be) receives an amount equal to the sum it would have received had no such
      deductions been made, (ii) such Borrower shall make such deductions, and (iii)
      such Borrower shall pay the full amount deducted to the relevant Governmental
      Authority in accordance with applicable law.

     

    (b)  In
      addition, each
      Borrower shall pay any Other Taxes to the relevant Governmental Authority in
      accordance with applicable law.

     

    (c)  Each
      Borrower shall
      indemnify the Administrative Agent, each Lender and each Issuing Bank, within
      10
      days after written demand therefor, for the full amount of any Indemnified
      Taxes
      or Other Taxes paid by the Administrative Agent, such Lender or such Issuing
      Bank, as the case may be, on or with respect to any payment by or on account
      of
      any obligation of any Borrower hereunder (including Indemnified Taxes or Other
      Taxes imposed or asserted on or attributable to amounts payable under this
      Section) and any penalties, interest and reasonable expenses arising therefrom
      or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
      were correctly or legally imposed or asserted by the relevant Governmental
      Authority.  A certificate as to the amount of such payment or
      liability delivered to a Borrower by a Lender or an Issuing Bank, or by the
      Administrative Agent on its own behalf or on behalf of a Lender or an Issuing
      Bank, shall be conclusive absent manifest error.

     

    (d)  As
      soon as
      practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower
      to a Governmental Authority, such Borrower shall deliver to the Administrative
      Agent the original or a certified copy of a receipt issued by such Governmental
      Authority evidencing such payment, a copy of the return reporting such payment
      or other evidence of such payment reasonably satisfactory to the Administrative
      Agent.

     

    (e)  Any
      Foreign Lender
      that is entitled to an exemption from or reduction of withholding tax under
      the
      law of the United States, or of the jurisdiction in which the Borrower is
      located, or any treaty to which such jurisdiction is a party, with respect
      to
      payments under this Agreement shall deliver to the Borrowers (with a copy to
      the
      Administrative Agent), at the time or times prescribed by applicable law, such
      properly completed and executed forms or other documentation prescribed by
      applicable law or reasonably requested by a Borrower as will permit such
      payments to be made without withholding or at a reduced rate.

     

    (f)  The
      Administrative
      Agent or a Lender shall determine if, in its reasonable discretion, it has
      received a refund of any Indemnified Taxes or Other Taxes as to which it has
      been indemnified by a Borrower or with respect to which a Borrower has paid
      additional amounts pursuant to this Section
      2.15.  If it determines that it has received any such refund, it
      shall pay over such refund to such Borrower (but only to the extent of indemnity
      payments made, or additional amounts paid, by such Borrower under this Section 2.15 with respect to the Indemnified Taxes or
      Other Taxes giving rise to such refund), net of all out-of-pocket expenses
      of
      the Administrative Agent or such Lender and without interest (other than any
      interest paid by the relevant Governmental Authority with respect to such
      refund); provided that each Borrower, upon the request of the
      Administrative Agent or such Lender, agrees to repay the amount paid over to
      such Borrower (plus any penalties, interest or other charges imposed by the
      relevant Governmental Authority) to the Administrative Agent or such Lender
      in
      the event the Administrative Agent or such Lender is required to repay such
      refund to such Governmental Authority.  This Section shall not be
      construed to require the Administrative Agent or any Lender to make available
      its tax returns (or any other information relating to its taxes which it deems
      confidential) to any Borrower or any other Person.

     

    Section
      2.16.  Payments
      Generally; Pro Rata Treatment; Sharing of Set-Offs.  (a) Each
      Borrower shall make each payment required to be made by it hereunder and, unless
      stated otherwise therein, under any of the other Loan Documents (whether of
      principal, interest, fees or reimbursement of LC Disbursements, or of amounts
      payable under Section 2.13, 2.14 or 2.15,
      or otherwise)
      prior to 12:00 noon, New York City time, on the date when due, in immediately
      available funds, without set-off or counterclaim.  Any amounts
      received after such time on any date may, in the discretion of the
      Administrative Agent, be deemed to have been received on the next succeeding
      Business Day for purposes of calculating interest thereon.  All such
      payments shall be made to the Administrative Agent at its offices at 270 Park
      Avenue, New York, New York, except payments to be made directly to an Issuing
      Bank as expressly provided herein and except that payments pursuant to Sections
      2.13, 2.14, 2.15
      and 10.03 shall be
      made directly to the Persons entitled thereto.  The Administrative
      Agent shall distribute any such payments received by it for the account of
      any
      other Person to the appropriate recipient promptly following receipt
      thereof.  If any payment hereunder shall be due on a day that is not a
      Business Day, the date for payment shall be extended to the next succeeding
      Business Day, and, in the case of any payment accruing interest, interest
      thereon shall be payable for the period of such extension.  All
      payments hereunder shall be made in dollars.

     

    (b)  Except
      as otherwise
      provided in Section 2.09(c), if at any time
      insufficient funds are received by and available to the Administrative Agent
      to
      pay fully all amounts of principal, unreimbursed LC Disbursements, interest
      and
      fees then due hereunder, such funds shall be applied (i) first, towards payment
      of interest and fees then due hereunder, ratably among the parties entitled
      thereto in accordance with the amounts of interest and fees then due to such
      parties, and (ii) second, towards payment of principal and unreimbursed LC
      Disbursements then due hereunder, ratably among the parties entitled thereto
      in
      accordance with the amounts of principal and unreimbursed LC Disbursements
      then
      due to such parties.

     

    (c)  If
      any Lender
      shall, by exercising any right of set-off or counterclaim or otherwise, obtain
      payment in respect of any principal of or interest on any of its Loans or
      participations in LC Disbursements resulting in such Lender receiving payment
      of
      a greater proportion of the aggregate amount of its Loans and participations
      in
      LC Disbursements and accrued interest thereon than the proportion received
      by
      any other Lender, then the Lender receiving such greater proportion shall
      purchase (for cash at face value) participations in the Loans and participations
      in LC Disbursements of other Lenders to the extent necessary so that the benefit
      of all such payments shall be shared by the Lenders ratably in accordance with
      the aggregate amount of principal of and accrued interest on their respective
      Loans and participations in LC Disbursements; provided that (i) if any
      such participations are purchased and all or any portion of the payment giving
      rise thereto is recovered, such participations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest, and
      (ii) the provisions of this paragraph
      shall not be construed to apply to any payment made by a Borrower pursuant
      to
      and in accordance with the express terms of this Agreement or any payment
      obtained by a Lender as consideration for the assignment of or sale of a
      participation in any of its Loans or participations in LC Disbursements to
      any
      assignee or participant, other than to a Borrower or any Subsidiary or Affiliate
      thereof (as to which the provisions of this paragraph
      shall apply).  Each Borrower consents to the foregoing and agrees, to
      the extent it may effectively do so under applicable law, that any Lender
      acquiring a participation pursuant to the foregoing arrangements may exercise
      against the Borrower rights of set-off and counterclaim with respect to such
      participation as fully as if such Lender were a direct creditor of the Borrower
      in the amount of such participation.

     

    (d)  Unless
      the
      Administrative Agent shall have received notice from a Borrower prior to the
      date on which any payment is due to the Administrative Agent for the account
      of
      the Lenders or any Issuing Bank hereunder that such Borrower will not make
      such
      payment, the Administrative Agent may assume that such Borrower has made such
      payment on such date in accordance herewith and may, in reliance upon such
      assumption, distribute to the Lenders or the applicable Issuing Bank, as the
      case may be, the amount due.  In such event, if such Borrower has not
      in fact made such payment, then each of the Lenders or any applicable Issuing
      Bank, as the case may be, severally agrees to repay to the Administrative Agent
      forthwith on demand the amount so distributed to such Lender or such Issuing
      Bank, with interest thereon, for each day from and including the date such
      amount is distributed to it to but excluding the date of payment to or recovery
      by the Administrative Agent, at the greater of the Federal Funds Effective
      Rate
      and a rate determined by the Administrative Agent in accordance with banking
      industry rules on interbank compensation.

     

    (e)  If
      any Lender shall
      fail to make any payment required to be made by it pursuant to Section 2.04(d) or 2.04(e), 2.05(b),
      or 2.16(d), then
      the Administrative Agent may, in its discretion (notwithstanding any contrary
      provision hereof), apply any amounts thereafter received by the Administrative
      Agent for the account of such Lender to satisfy such Lender’s obligations under
      such Sections until all such unsatisfied obligations are fully
      paid.

     

    Section
      2.17.  Mitigation
      Obligations; Replacement of Lenders.  (a) If any Lender requests
      compensation under Section 2.13, or if any Borrower
      is required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable
      efforts to designate a different lending office for funding or booking its
      Loans
      hereunder or to assign its rights and obligations hereunder to another of its
      offices, branches or affiliates, if, in the judgment of such Lender, such
      designation or assignment (i) would eliminate or reduce amounts payable pursuant
      to Section 2.13 or 2.15,
      as the case may be, in the future and (ii) would not subject such Lender to
      any
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender.  Each Borrower hereby agrees to pay all reasonable costs and
      expenses incurred by any Lender in connection with any such designation or
      assignment.

     

    (b)  If
      (w) any Lender
      requests compensation under Section 2.13, or (x) if
      any Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section 2.15, or (y) if any Lender defaults in its
      obligation to fund Loans hereunder or (z) any Lender refuses to grant its
      approval with respect to any matter requiring the approval of all Lenders and
      such matter shall have been approved by the Majority Lenders, then the Company
      may, at its sole expense and effort, upon notice to such Lender and the
      Administrative Agent, require such Lender to assign and delegate, without
      recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and
      obligations under this Agreement to an assignee that shall assume such
      obligations (which assignee may be another Lender, if a Lender accepts such
      assignment); provided that (i) the Company shall have received the
      prior written consent of the Administrative Agent, which consent shall not
      unreasonably be withheld, (ii) such Lender shall have received payment of an
      amount equal to the outstanding principal of its Loans, participations in LC
      Disbursements, accrued interest thereon, accrued fees and all other amounts
      payable to it hereunder, from the assignee (to the extent of such outstanding
      principal, participations in LC Disbursements and accrued interest and fees)
      or
      the Borrowers (in the case of all other amounts) and (iii) in the case of any
      such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant
      to Section 2.15, such assignment will result in a
      reduction in such compensation or payments.  A Lender shall not be
      required to make any such assignment and delegation if, prior thereto, as a
      result of a waiver by such Lender or otherwise, the circumstances entitling
      the
      Company to require such assignment and delegation cease to apply.

     

     

    ARTICLE
      3

    Conditions

     

    Section
      3.01.  Effective
      Date; Conditions to Initial Credit Event.  This Agreement and the
      other Loan Documents, and the obligations of the Lenders to make Loans hereunder
      and of the Issuing Banks to issue Letters of Credit hereunder, shall not become
      effective until the date (the “Effective Date”) on which each
      of the following conditions is satisfied (or waived in accordance with Section 10.02):

     

    (a)  This
      Third Amended
      and Restated Credit Agreement and each other Loan Document to be executed and
      delivered on or before the Effective Date shall have been executed by each
      party
      thereto, and each of the Administrative Agent (or its counsel) and the Company
      (or its counsel) shall have received from each party hereto and thereto either
      (i) a counterpart hereof or thereof, signed on behalf of each party thereto
      or
      (ii) written evidence satisfactory to the Administrative Agent (which may
      include telecopy transmission of a signed signature page of this Agreement
      or
      such other Loan Document) that such party has signed a counterpart hereof or
      thereof.

     

    (b)  The
      Administrative
      Agent shall have received the following in form and substance satisfactory
      to
      the Administrative Agent and in sufficient copies for each Lender:

     

    (i)  true
      and correct
      copies of the resolutions of the Board of Directors (or a committee thereof)
      of
      each of the Borrowers, certified as to authenticity by the Secretary or an
      Assistant Secretary (or equivalent) of such Borrower, approving the borrowings
      and any Guaranties contemplated hereby and authorizing the execution of this
      Agreement and the other Loan Documents, to the extent such Borrower is a party
      thereto, and of all documents evidencing other required Business Entity action
      of each of the Borrowers and required governmental approvals to each of the
      Borrowers, if any, with respect to this Agreement and the other Loan
      Documents.

     

    (ii)  true
      and correct
      copies of the resolutions of the Board of Directors (or a committee thereof)
      of
      each of the Subsidiary Guarantors (but excluding any Released Parties),
      certified as to authenticity by the Secretary or an Assistant Secretary (or
      equivalent) of such Subsidiary Guarantor, approving the Guaranty of the
      Subsidiary Guarantors pursuant to the Subsidiary Guarantee Agreement as
      contemplated hereby and authorizing the execution of such Subsidiary Guarantee
      Agreement and the other Loan Documents, to the extent such Subsidiary Guarantor
      is a party thereto, and of all documents evidencing other required Business
      Entity action of each of the Subsidiary Guarantors and required governmental
      approvals to each of the Subsidiary Guarantors, if any, with respect to the
      Subsidiary Guarantee Agreement and the other Loan Documents.

     

    (iii)  a
      certificate of
      the Secretary or an Assistant Secretary (or the equivalent) of each of the
      Credit Parties (but excluding any Released Parties) certifying the names and
      true signatures of the officers of each such Credit Party authorized to sign
      any
      Loan Document and any other documents to be delivered by it hereunder or
      thereunder.

     

    (iv)  true
      and correct
      copies of the Business Entity organizational or formation documents of each
      Credit Party and of each Pledged Company (but excluding any Released Parties),
      certified as to the receipt and filing of public record thereof by the
      appropriate filing officer (or the office thereof) to the extent such documents
      are required by law to be on file in the jurisdiction of organization or
      formation of such Person, and further certified as to authenticity and
      completeness by the Secretary or an Assistant Secretary (or the equivalent)
      of
      such Person.

     

    (v)  copies
      of
      certificates dated as of a recent date from the Secretary of State or other
      appropriate authority of such jurisdiction, evidencing the good standing (or
      equivalent status) of each of the Credit Parties and of each Pledged Company
      (but excluding any Released Parties) in its state of organization or
      formation.

     

    (vi)  written
      opinions of
      (A) Bracewell & Giuliani LLP, counsel for the Credit Parties, substantially
      in the form of Exhibit F-1, and (B) the General Counsel or Associate
      General Counsel of the Company, substantially in the form of
Exhibit F-2.  The Borrowers hereby request such counsel to
      deliver such opinions.

     

    (vii)  certificates,
      dated
      the Effective Date and signed by the President, a Vice President or a Financial
      Officer of the Company, confirming compliance with the conditions set forth
      in
      paragraphs (a) and (b)
      of Section 3.02.

     

    (viii)  certificates,
      dated
      the Effective Date and signed by the President, a Vice President or a Financial
      Officer of the Company, confirming that no default or event of default that
      has
      not been waived shall have occurred and be continuing under the Existing
      Facility (as in effect immediately prior to the Effective Date).

     

    (c)  The
      Administrative
      Agent shall have received (or shall receive from the proceeds of a Borrowing
      on
      the Effective Date) all fees and other amounts due and payable on or prior
      to
      the Effective Date, including, to the extent invoiced, reimbursement or payment
      of all reasonable out-of-pocket expenses required to be reimbursed or paid
      by
      the Borrowers hereunder.

     

    (d)  (i)
      The Deposit (as
      defined in the Existing Facility), together with accrued interest thereon,
      shall
      have been returned to the Deposit Lenders (as defined in the Existing Facility)
      (or shall be returned substantially simultaneously with the closing hereunder),
      (ii) all Loans owing to Departing Lenders, together with accrued interest
      thereon and accrued fees and all other amounts payable under the Existing
      Facility for the account of Departing Lenders shall have been paid (or shall
      be
      paid substantially simultaneously with the closing hereunder) and (iii) the
      Administrative Agent shall have received evidence satisfactory to it of the
      foregoing.

     

    (e)  The
      Administrative
      Agent shall have received (i) evidence in form and substance satisfactory to
      it
      that all filings, recordings, registrations and other actions, including,
      without limitation, the filing of duly completed Uniform Commercial Code
      financing statements, necessary or, in the opinion of the Administrative Agent,
      desirable to perfect the Transaction Liens shall have been completed, (ii)
      the
      certificates, if any, representing the stock, limited partnership interests,
      limited liability company interests and general partnership interests or any
      other Equity Interest pledged as of the Effective Date pursuant to the Security
      Agreement, together with an undated stock power or other transfer certificate
      for each such certificate executed in blank by a duly authorized officer of
      the
      pledgor thereof, and (iii) such other evidence of the control of the applicable
      Collateral by the Collateral Agent acceptable to the Administrative Agent as
      may
      be requested the Administrative Agent.

     

    (f)  Each
      of the
      Pipeline Company Borrowers, the Subsidiary Guarantors and the Pledged Companies
      shall be a wholly-owned, direct or indirect, Subsidiary of the
      Company.

     

    (g)  The
      Administrative
      Agent shall have received (i) the audited consolidated financial statements
      of
      the Company and its consolidated Subsidiaries for the fiscal year ended December
      31, 2006 and (ii) the unaudited consolidated financial statements of the Company
      and its consolidated Subsidiaries for the fiscal quarter ended September 30,
      2007.

     

    (2)  The
      Administrative
      Agent shall notify the Borrowers and the Lenders of the Effective Date and
      the
      satisfaction (or waiver in accordance with Section
      10.02) of the conditions set forth in this Section
      3.01, and such notice shall be conclusive and
      binding.  Notwithstanding the foregoing, the obligations of the
      Lenders to make Loans and of the Issuing Banks to issue Letters of Credit
      hereunder shall not become effective unless each of the foregoing conditions
      is
      satisfied (or waived in accordance with Section
      10.02) at or prior to 3:00 p.m., New York City time, on November 30, 2007
      (and, in the event such conditions are not so satisfied or waived, the
      Commitments shall terminate at such time).

     

    Section
      3.02.  Each
      Credit Event.  The obligation of each Lender to make a Loan
      (excluding any continuation or conversion of a Loan and any Loan financing
      the
      repayment of an LC Disbursement but including the Loans to be made on the
      Effective Date) on the occasion of any Borrowing, and the obligation of any
      Issuing Bank to issue a requested Letter of Credit (including the Letters of
      Credit to be deemed issued hereunder on the Effective Date but excluding the
      extension or renewal of Letters of Credit) for the account of any Borrower
      (or
      amend or increase the stated amount of any issued Letter of Credit), is subject
      to the satisfaction of the following conditions:

     

    (a)  The
      representations
      and warranties of each Borrower and each other Credit Party set forth in this
      Agreement and the other Loan Documents shall be true and correct in all material
      respects on and as of the date of such Borrowing, or the date of issuance (or
      amendment or increase in the stated amount) of such Letter of Credit, as
      applicable, unless stated to be made on or as of, or to relate to, a specific
      date or period other than the date of such Borrowing or issuance (or amendment
      or increase in the stated amount).

     

    (b)  At
      the time of and
      immediately after giving effect to such Borrowing (and, if any proceeds thereof
      are being applied substantially contemporaneously to satisfy any other
      obligation, to such application) or the issuance (or amendment or increase
      in
      the stated amount) of such Letter of Credit, as applicable, no Default shall
      have occurred and be continuing.

     

    (c)  In
      the case of the
      issuance of a Letter of Credit, to the extent not already in effect between
      the
      Company and the Issuing Bank issuing such Letter of Credit, the applicable
      Borrower shall have executed and delivered standard documentation for account
      parties or reimbursement obligors in connection with the issuances of letters
      of
      credit as is customary for such Issuing Bank and that is not otherwise
      inconsistent with the terms of this Agreement.

     

    (3)  Each
      Borrowing and
      each issuance of a (or amendment of or increase in the stated amount of an
      issued) Letter of Credit shall be deemed to constitute a representation and
      warranty by the applicable Borrower on the date thereof as to the matters
      specified in paragraphs (a) and (b) of this Section.

     

    Section
      3.03.  Changes
      In Lenders And Commitments.  On the Effective Date:

     

    (a)  The
      Deposit
      Commitments (as defined in the Existing Facility) shall terminate, and the
      Deposit Lenders shall cease to be Lenders party to this Agreement, provided
that the provisions of Sections 2.13, 2.14, 2.15
      and 10.03 shall continue to inure to the benefit of such
      Deposit Lenders.

     

    (b)  Each
      Person listed
      in Schedule 1 hereto shall be a Lender with a Commitment in the applicable
      amount set forth for such Lender in Schedule 1.

     

    (c)  Each
      Lender which
      is not a Revolving Lender (as defined in the Existing Facility) (a “New
      Lender”) shall make new Loans to the Borrowers in an amount such that,
      after giving effect thereto, the aggregate amount of such Loans shall bear
      the
      same relationship to the Commitment of such New Lender as the outstanding Loans
      of the other Lenders bear to their Commitments, such new Loans to be allocated
      ratably among all outstanding Borrowings and to be deemed part of such
      outstanding Borrowings.

     

    (d)  The
      Existing
      Letters of Credit shall become Letters of Credit hereunder, and the
      participations of the Lenders therein shall be redetermined on the basis of
      their respective Commitments set forth in Schedule 1, all pursuant to Section 2.04(b).

     

    (e)  Any
      Revolving
      Lender party to the Existing Facility but not listed in Schedule 1 shall cease
      to be a Lender party to this Agreement, shall cease to have any Commitment
      hereunder or any participation in outstanding Letters of Credit, and all Loans
      made by such Departing Lender, and all accrued interest, fees and other amounts
      payable under the Existing Facility for its account shall be due and payable
      on
      the Effective Date; provided that the provisions of Sections 2.13, 2.14, 2.15
      and 10.03 of this
      Agreement shall continue to inure to the benefit of such Departing
      Lender.

     

    (f)  Any
      Lender which is
      not a New Lender, but whose Percentage is greater than its Revolving Percentage
      (as defined in the Existing Facility) previously in effect shall be deemed
      a New
      Lender for purposes hereof to the extent of such increase, and any such Lender
      whose Percentage is less than its Revolving Percentage shall be deemed a
      Departing Lender for purposes hereof to the extent of such
      decrease.

     

    (g)  The
      Lenders which
      are parties to the Existing Facility, comprising the “Majority Lenders” as
      defined therein, hereby waive any requirement of notice of termination of the
      Commitments pursuant to Section 2.07(c) of the
      Existing Facility and of prepayment of Loans to the extent necessary to give
      effect to Section 3.01(d) and this Section 3.03.

     

    ARTICLE
      4

    Representations
      and
      Warranties

     

    The
      Company, and
      each Pipeline Company Borrower, in each case with respect to itself and its
      Subsidiaries, represents and warrants to the Administrative Agent, the
      Collateral Agent, each Issuing Bank and each Lender that:

     

    Section
      4.01.  Organization;
      Powers.  The Company is a Business Entity duly formed, validly
      existing and in good standing under the laws of the State of
      Delaware.  Each other Credit Related Party is duly organized or
      formed, validly existing and, if applicable, in good standing in the
      jurisdiction of its organization or formation.  Each Credit Related
      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.

     

    Section
      4.02.  Authorization.  The
      execution, delivery and performance by each Credit Party of the Loan 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 (a) any Credit Related Party’s organizational
      documents, or (b) any law or any material contractual restriction binding on
      or
      affecting any Credit Related Party.

     

    Section
      4.03.  Governmental
      Approvals; No Conflicts.  No authorization or approval or other
      action by, and no notice to or filing with, any Governmental Authority is
      required for the due execution, delivery and performance by any Credit Party
      of
      any Loan Document to which it is a party, except those necessary to comply
      with
      laws, rules, regulations and orders required in the ordinary course to comply
      with ongoing obligations of such Credit Party under Sections 5.01, 5.02 and 5.07,
      as applicable.

     

    Section
      4.04.  Binding
      Obligation; Enforceability.  This Agreement constitutes, and the
      other Loan Documents when delivered hereunder 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.

     

    Section
      4.05.  Financial
      Condition.

     

    (a)  (a)
      The
      consolidated balance sheet of the Company and its consolidated Subsidiaries
      as
      of December 31, 2006, and the related consolidated statements of income and
      cash
      flows of the Company and its consolidated Subsidiaries for the fiscal year
      then
      ended, reported on by Ernst & Young LLP, independent public accountants,
      copies of which have been furnished to the Administrative Agent and the Lenders
      prior to the date hereof, present fairly, in all material respects, the
      consolidated financial condition of the Company and its consolidated
      Subsidiaries as at such date and the consolidated results of the operations
      of
      the Company and its consolidated Subsidiaries for the period ended on such
      date,
      all in accordance with GAAP consistently applied (except as approved by the
      chief financial officer of such entity and as disclosed therein), excluding
      for
      purposes of this representation the effect of any subsequent revisions or
      restatements thereto that may be required by the SEC with respect to (i) the
      accounting treatment relating to the negative revision in the proven reserves
      of
      crude oil and natural gas of the Company effected as of or prior to
      December 31, 2003 by an amount equal to approximately 1.83 trillion cubic
      feet equivalent and (ii) the manner in which the Company reported changes to
      the
      accounting for various hedging transactions and related ceiling test impairment
      charges.

     

    (b)  The
      consolidated
      balance sheets of the Company and its consolidated Subsidiaries as of September
      30, 2007, and the related consolidated statements of income and cash flows
      of
      the Company and its consolidated Subsidiaries for the fiscal period then ended,
      copies of which have been furnished to the Administrative Agent on or prior
      to
      the date hereof, present fairly, in all material respects, the consolidated
      financial condition of the Company and its consolidated Subsidiaries as at
      such
      date and the consolidated results of the operations of the Company and its
      consolidated Subsidiaries for the period ended on such date, all in accordance
      with GAAP consistently applied (except as approved by the chief financial
      officer of such entity and as disclosed therein), subject in the case of such
      unaudited statements to normal year-end audit adjustments and reduced footnote
      disclosure, excluding for purposes of this representation the effect of any
      subsequent revisions or restatements thereto that may be required by the SEC
      with respect to (i) the accounting treatment relating to the negative revision
      in the proven reserves of crude oil and natural gas of the Company effected
      as
      of or prior to December 31, 2003 by an amount equal to approximately 1.83
      trillion cubic feet equivalent and (ii) the manner in which the Company reported
      changes to the accounting for various hedging transactions and related ceiling
      test impairment charges.

     

    (c)  Except
      as set forth
      in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure
      Update”), as of the Effective Date, since December 31, 2006, there has
      been no Material Adverse Effect.

     

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

     

    Section
      4.07  .  Litigation.  There
      is no action, suit or proceeding pending, or to the knowledge of any Borrower
      threatened, against or involving any Credit Related Party in any court, or
      before any arbitrator of any kind, or before or by any Governmental Authority,
      existing as of the Effective Date (x) that in the reasonable judgment of the
      Company (taking into account the availability of appeals) could reasonably
      be
      expected to have a Material Adverse Effect, except for the proceedings described
      in the Company’s annual report on Form 10-K for the year ended December 31, 2006
      or its quarterly report on Form 10-Q for the fiscal quarter ended September
      30,
      2007 (the “3rd
      Quarter 2007 10-Q”) as filed with the SEC (the “Disclosed
      Proceedings”) or (y) which purports to affect the legality, validity,
      binding effect or enforceability of the Loan Documents.  Since the
      date of filing of the 3rd Quarter
      2007 10-Q,
      there has been no adverse change in the status of the Disclosed Proceedings
      that, taking into account the availability of any appeals, could reasonably
      be
      expected to increase materially the likelihood of a Material Adverse Effect
      resulting therefrom.

     

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

     

    Section
      4.09.  Properties.
      (a) Each Credit Related Party has good title to its
      respective properties and assets, free and clear of all mortgages, liens and
      encumbrances, except for (i) Transaction Liens and (ii) other mortgages, liens
      and other encumbrances (including covenants, restrictions, rights, easements
      and
      minor irregularities in title) that do not materially interfere with the
      business or operations of such Credit Related Party as presently conducted
      or
      that are permitted by Section 6.01.

     

    (b)  As
      of the Effective
      Date, the Company is aware of no Liens permitted by Section 6.01(a) solely by reason of clause
      (d) of the definition of Collateral Permitted Liens.

     

    Section
      4.10.  ERISA.  (a)
      No Termination Event has occurred or is reasonably expected to occur with
      respect to any Plan which, with the giving of notice or lapse of time, or both,
      would constitute an Event of Default under paragraph
      (h) of Article 7.

     

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

     

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

     

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

     

    (e)  Neither
      the Company
      nor any ERISA Affiliate has received any notification that any Multiemployer
      Plan is in reorganization, insolvent or has been terminated, within the meaning
      of Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be
      in
      reorganization, to be insolvent or to be terminated within the meaning of Title
      IV of ERISA the effect of which reorganization, insolvency or termination would
      be the occurrence of an Event of Default under paragraph
      (h) of Article 7.

     

    Section
      4.11.  Investment
      Company Act.  No Credit Party is  an “investment
      company” or a “company” controlled by an “investment company” within the meaning
      of the Investment Company Act of 1940, as amended.

     

    Section
      4.12.  Federal
      Reserve Regulations.  The Borrowings by any Borrower under this
      Agreement and the Notes and the application of the proceeds thereof as provided
      herein will not violate Regulation T, U or X of the Board of
      Governors.

     

    Section
      4.13.  Collateral.  The
      Security Agreement is effective to create in favor of the Collateral Agent,
      for
      the benefit of the Secured Parties, a valid Lien on, and security interest
      in,
      all right, title and interest of each Credit Party, as applicable, in the
      Collateral, 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 security interest created pursuant to any Security
      Document that can be perfected by the filing of such financing statements and
      all actions necessary to provide control to the Collateral Agent, with respect
      to any Collateral for which control can be established in favor of the
      Collateral Agent have been taken, including delivery of such Collateral to
      the
      Collateral Agent to the extent such Collateral is certificated or for which
      possession can provide perfection with respect thereto.

     

    Section
      4.14.  Environmental
      Matters.  Except for the matters set forth on Schedule 4.14 and
      other matters that, in the aggregate, could not reasonably be expected to result
      in a Material Adverse Effect, no Credit Related Party (a) has failed to comply
      with any Environmental Law or to obtain, maintain or comply with any permit,
      license or other approval required under any Environmental Law, (b) is subject
      to any Environmental Liability, (c) has received notice of any claim with
      respect to any Environmental Liability or (d) knows of any basis for any
      Environmental Liability.

     

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

     

    Section
      4.16.  Subsidiaries.  Schedule
      4.16 sets forth the name of, and the ownership interest of the Company in,
      each
      of its Subsidiaries as of October 12, 2007.

     

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

     

     

    ARTICLE
      5

    Affirmative
      Covenants

     

    Until
      the Final
      Payment Date shall have occurred, unless the Majority Lenders shall otherwise
      consent in writing, each Borrower will, with respect to Sections 5.01 through 5.06, and the
      Company will, with respect to Sections 5.07 through
5.09:

     

    Section
      5.01.  Preservation
      of Existence.  Preserve and maintain, and, in the case of the
      Company, cause each other Credit Related Party to preserve and maintain, its
      (a)
      existence, (b) rights (organizational and statutory), and (c) material
      franchises, except as otherwise permitted by Section 6.04 or 6.05 or where the
      failure to so preserve would not have a Material Adverse Effect and except
      that
      nothing herein shall prevent any change in Business Entity form of the Company
      or any other Credit Related Party.

     

    Section
      5.02.  Compliance
      with Laws.  Comply, and, in the case of the Company, cause each
      other Credit Related Party to comply, in all material respects with all
      applicable laws, rules, regulations and orders (including all Environmental
      Laws
      and laws requiring payment of all taxes, assessments and governmental charges
      imposed upon it or upon its property except to the extent contested in good
      faith by appropriate proceedings) the failure to comply with which would have
      a
      Material Adverse Effect.

     

    Section
      5.03.  Visitation
      Rights.  At any reasonable time and from time to time, permit the
      Administrative Agent or any of the Lenders or any agents or representatives
      thereof, to examine and make copies of and abstracts from the records and books
      of account of, and visit the properties of, the Company and any of its
      Subsidiaries, and to discuss the affairs, finances and accounts of the Company
      and any of its Subsidiaries with any of their officers and, in the company
      of an
      officer of the Company or the applicable Subsidiary if so requested by the
      Company, with their independent certified public accountants.

     

    Section
      5.04.  Books
      and Records.  Keep, and, in the case of the Company, cause each
      of its Subsidiaries to keep, proper books of record and account, in which full
      and correct entries shall be made of all its respective financial transactions
      and the assets and business of the Company and each of its Subsidiaries, as
      applicable, in accordance with GAAP either (a) consistently applied or (b)
      applied in a changed manner provided such change shall have been disclosed
      to
      the Administrative Agent and shall have been consented to by the accountants
      which (as required by Section 5.08) report on the
      financial statements of the Company and its Subsidiaries for the fiscal year
      in
      which such change shall have occurred.

     

    Section
      5.05.  Maintenance
      of Properties.  Maintain and preserve, and, in the case of the
      Company, cause each other Credit Related Party to maintain and preserve, all
      of
      its properties that are used in the conduct of its business in good working
      order and condition, ordinary wear and tear excepted, to the extent that any
      failure to do so would have a Material Adverse Effect.

     

    Section
      5.06.  Maintenance
      of Insurance.  Maintain or cause to be maintained with
      financially sound and reputable insurance companies (or through self-insurance),
      property damage and liability insurance of such types, in such amounts and
      against such risks as is commercially reasonable to maintain; and furnish to
      the
      Administrative Agent, upon written request, full information as to the insurance
      carried.

     

    Section
      5.07.  Security
      Interests in Collateral.  (a) Execute and deliver, and cause each
      Subsidiary Guarantor to execute and deliver, to the Administrative Agent such
      guaranties, security agreements and supplements, amendments and joinders to
      the
      Security Documents, in each case in form and substance reasonably satisfactory
      to the Administrative Agent and as the Administrative Agent deems necessary
      or
      advisable in order to ensure that the applicable Guarantor guarantees, as
      primary obligor and not as surety, the full and punctual payment when due of
      the
      Secured Obligations and that the Secured Obligations are secured by valid,
      perfected and enforceable first-priority Transaction Liens (subject only to
      Collateral Permitted Liens) over all of the Collateral owned by the Company
      or
      such Subsidiary Guarantor as security for the Secured Obligations, and (b)
      deliver, or cause to be delivered, to the Administrative Agent such opinions
      of
      counsel and other related documents as may be reasonably requested by the
      Administrative Agent with respect to the requirements of this Section 5.07.

     

    Section
      5.08.  Reporting
      Requirements.  Furnish to each Lender in such reasonable
      quantities as shall from time to time be requested by such Lender:

     

    (a)  as
      soon as publicly
      available, and in any event within 60 days after the end of each of the first
      three fiscal quarters of each fiscal year of each of the Company and each other
      Credit Related Party that is required to file a Form 10-Q and/or Form 10-K
      with
      the SEC, a consolidated balance sheet of each of the Company and such other
      Credit Related Party and its respective consolidated Subsidiaries as of the
      end
      of such quarter, and consolidated statements of income and cash flows of each
      of
      the Company and such other Credit Related Party and its respective Subsidiaries
      each for the period commencing at the end of the previous fiscal year and ending
      with the end of such quarter, certified (subject to normal year-end adjustments
      and the absence of footnotes) as being fairly stated in all material respects
      by
      a Financial Officer and accompanied by a certificate of such officer stating
      (i)
      whether or not such officer has knowledge of the occurrence of any Event of
      Default that is continuing hereunder or of any event not theretofore remedied
      that with notice or lapse of time or both would constitute such an Event of
      Default and, if so, stating in reasonable detail the facts with respect thereto,
      (ii) all relevant facts in reasonable detail to evidence, and the computations
      as to, whether or not (A) the Company is in compliance with the requirements
      set
      forth in Section 6.02 and (B) each Pipeline Company
      Borrower is in compliance with the requirements set forth in Section 6.03, and (iii) a listing of all Credit Related
      Parties and consolidated Subsidiaries of the Company showing the extent of
      its
      direct and indirect holdings of their stocks;

     

    (b)  as
      soon as publicly
      available and in any event within 120 days after the end of each fiscal year
      of
      each of the Company and each other Credit Related Party that is required to
      file
      a Form 10-Q and/or Form 10-K with the SEC, a copy of the annual report for
      such
      year for each of the Company and such other Credit Related Party and its
      respective consolidated Subsidiaries containing financial statements for such
      year reported on by nationally recognized independent public accountants
      (without any qualification or exception as to the scope of such audit),
      accompanied by a report signed by said accountants stating that such financial
      statements have been prepared in accordance with GAAP;

     

    (c)  within
      120 days
      after the close of each of the Company’s fiscal years, a certificate of a
      Financial Officer stating (i) whether or not he has knowledge of the occurrence
      of any Event of Default that is continuing hereunder or of any event not
      theretofore remedied that with notice or lapse of time or both would constitute
      such an Event of Default and, if so, stating in reasonable detail the facts
      with
      respect thereto, (ii) all relevant facts in reasonable detail to evidence,
      and
      the computations as to, whether or not (A) the Company is in compliance with
      the
      requirements set forth in Section 6.02 and (B) each
      Pipeline Company Borrower is in compliance with the requirements set forth
      in Section 6.03, and (iii) a listing of all Credit Related
      Parties and consolidated Subsidiaries of the Company showing the extent of
      its
      direct and indirect holdings of their stocks;

     

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

     

    (e)  within
      10 days
      after sending or filing thereof, a copy of FERC Form
      No. 2:  Annual Report of Major Natural Gas Companies, sent or
      filed by any Credit Related Party with FERC with respect to each fiscal year
      of
      such Credit Related Party;

     

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

     

    (g)  within
      three
      Business Days after a Financial Officer obtains knowledge thereof (i) notice
      of
      the occurrence of any Default that is continuing, together with a detailed
      statement by a responsible officer of the Company of the steps being taken
      by
      the Company or the appropriate Subsidiary of the Company to cure the effect
      of
      such event, (ii) notice of the occurrence of any event that could reasonably
      be
      expected to result in a Material Adverse Effect and (iii) notice of the
      execution of any agreement relating to, or the consummation of, any Disposition
      that could reasonably be expected to result in a Mandatory Asset Reduction
      Event,

     

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

     

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

     

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

     

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

     

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

     

    Each
      balance sheet
      and other financial statement furnished pursuant to Sections 5.08(a) and 5.08(b) shall
      contain comparative financial information which conforms to the presentation
      required in Form 10-Q and 10-K, as appropriate, under the Securities Exchange
      Act of 1934, as amended.  The electronic posting of any financial
      statements, reports, notices or other items required to be furnished pursuant
      to
      this Section 5.08 on a website established for
      Lender access shall constitute delivery for all purposes this of Section 5.08.

     

    Section
      5.09.  Collateral
      Reporting.  Furnish, and cause each Subsidiary Guarantor to
      furnish, to the Collateral Agent, on a quarterly basis, as of March 31, June
      30,
      September 30 and December 31 of each calendar year, within 60 days after the
      end
      of each of the first three calendar quarters and within 120 days after the
      end
      of each calendar year, commencing September 30, 2007, a supplement to Schedule
      IV to the Security Agreement.

     

     

    ARTICLE
      6

    Negative
      Covenants

     

    Until
      the Final
      Payment Date shall have occurred, unless the Majority Lenders shall otherwise
      consent in writing:

     

    Section
      6.01.  Liens.

     

    (a)  The
      Company shall
      not, and shall not permit any Subsidiary of the Company to, create, assume,
      incur, or suffer to exist, any Liens (other than Collateral Permitted Liens)
      upon or with respect to any of the Collateral.

     

    (b)  The
      Company shall
      not, and shall not permit any Subsidiary of the Company (other than (i) Southern
      Natural Gas Company, (ii) MLP, (iii) any Project Financing Subsidiary and (iv)
      any Subsidiary of any of the foregoing) to, create, assume, incur, or suffer
      to
      exist, any Lien securing Debt that would require the Company or any of its
      Subsidiaries to equally and ratably secure such Debt with any Specified
      Indenture Debt of the Company or any consolidated Subsidiary of the Company
      unless the Secured Obligations shall be secured equally and ratably with, or
      prior to, such Debt so long as such Specified Indenture Debt shall be so equally
      and ratably secured.

     

    (c)  The
      Company shall
      not permit any Restricted Subsidiary to create, assume, incur or suffer to
      exist
      any Lien on any property or asset of such Restricted Subsidiary except
      for:

     

    (i)  Liens
      on the Equity
      Interests in, or Indebtedness or other obligations of, or assets of, any Project
      Financing Subsidiary (or any Equity Interests in, or Indebtedness or other
      obligations of, any Business Entity that is directly or indirectly owned by
      any
      Project Financing Subsidiary) securing the payment of a Project Financing and
      related obligations;

     

    (ii)  Permitted
      Liens;

     

    (iii)  Liens
      created by
      any Alternate Program permitted under Section
      6.04(b)(iv) (or any document executed by any Borrower or any Subsidiary of a
      Borrower in connection therewith);

     

    (iv)  Liens
      (other than
      Liens with respect to the Collateral) in existence on the Effective Date, plus
      any successive renewals or extensions of such Liens, and any grant of a Lien,
      in
      connection with any successive refinancing, extension or renewal of the Debt
      or
      any liability under any Guaranty secured by such Liens, provided that
      (A) the aggregate principal amount of the Debt or any liability under any
      Guaranty (and any successive refinancing, extension or renewal thereof) secured
      by such Liens does not increase from that amount outstanding at the time of
      such
      renewal, extension or grant of the Lien or such refinancing and any such
      successive renewal, extension or grant of the Lien does not encumber any
      additional property or assets of such Restricted Subsidiary (except as
      contemplated by clause
      (vii) below) and (B) no such Liens shall be granted after the Effective Date
      to
      secure Debt owed to the Company or to any of its Subsidiaries that is not a
      Restricted Subsidiary;

     

    (v)  any
      Lien on any
      asset (including a Capital Lease) securing Indebtedness incurred or assumed
      for
      the purpose of financing all or any part of the cost of acquiring such asset,
      provided that such Lien attaches to such asset concurrently with or
      within 180 days after the acquisition thereof;

     

    (vi)  the
      Transaction
      Liens and Liens permitted by the Security Documents; and

     

    (vii)  any
      Lien on
      products and proceeds (including dividends, distributions, interest and like
      payments on or with respect to, and insurance and condemnation proceeds and
      rental, lease, licensing and similar proceeds) of, and property evidencing
      or
      embodying, or constituting rights or other general intangibles directly relating
      to or arising out of, and accessions and improvements to, property or assets
      subject to such Liens, so long as such Lien on such property or assets is
      permitted by this Section 6.01.

     

    Section
      6.02.  Financial
      Covenants.

     

    (a)  Leverage
      Ratio.  The Company shall not permit the ratio of (i) the sum of
      (A) the aggregate amount of consolidated Debt of the Company and its
      consolidated Subsidiaries, plus (B) the aggregate amount of
      consolidated Guaranties of the Company and its consolidated Subsidiaries,
plus (C) the outstanding principal (or equivalent) amount of financing
      extended to the Company and its consolidated Subsidiaries pursuant to any
      Alternate Program, regardless of whether such financing gives rise to
“Indebtedness” hereunder, minus (D) all unrestricted cash balances of
      the Company and its consolidated Subsidiaries (in each case, without duplication
      of amounts under this clause
      (i) and determined as to all of the foregoing entities on a consolidated basis)
      (it being understood that cash balances in the Qualified Investments Account
      or
      any Qualified Investments Subaccount are not restricted for purposes of this
      clause (D) minus (E) all restricted cash balances of the Company and
      its consolidated Subsidiaries securing or otherwise supporting the payment
      of
      Debt or Guaranties of the Company and its consolidated Subsidiaries included
      in
      (A) above to (ii) Consolidated EBITDA of the Company and its consolidated
      Subsidiaries for the then most recently ended period of four fiscal quarters
      to
      exceed (x) 5.50:1 at any time prior to June 30, 2008 and (y) 5.25:1 at any
      time
      on or after June 30, 2008.

     

    (b)  Fixed
      Charge
      Coverage Ratio.  The Company shall not permit the ratio of (i)
      Consolidated EBITDA of the Company and its consolidated Subsidiaries for the
      then most recently ended period of four fiscal quarters to (ii) the sum of
      its
      consolidated interest expense plus its total dividends paid, in each case for
      the then most recently ended period of four fiscal quarters to be less than
      (x)
      1.75:1 at any time prior to June 30, 2008 and (y) 2.0:1 at any time on or after
      June 30, 2008.

     

    Section
      6.03.  Debt. No
      Pipeline Company Borrower and no Subsidiary of a Pipeline Company Borrower
      shall
      incur or become liable for any Debt (other than loans from a FERC-Regulated
      Restricted Subsidiary that are subordinated to the Obligations pursuant to
      Acceptable Subordination Provisions and the proceeds of which are used to make
      a
      Qualified Investment or fund working capital) or any liability under Guaranties
      if, immediately after giving effect to such Debt or liability under such
      Guaranties and the receipt and application of any proceeds thereof (or of any
      Debt so guaranteed) or value received in connection therewith, (i) the ratio
      of
      Debt (excluding loans from a FERC-Regulated Restricted Subsidiary that are
      subordinated to the Obligations pursuant to Acceptable Subordination Provisions
      and the proceeds of which are used to make a Qualified Investment or fund
      working capital) and liabilities under Guaranties, without duplication, of
      the
      applicable Pipeline Company Borrower and its consolidated Subsidiaries to
      Consolidated EBITDA of such Pipeline Company Borrower and its consolidated
      Subsidiaries, in each case on a consolidated basis for the applicable Pipeline
      Company Borrower and its consolidated Subsidiaries, for the then most recently
      completed four quarter period for which financial statements have been delivered
      as required by Section 5.08 would exceed 5 to 1, or
      (ii) the proceeds of any such Debt (or of the underlying Debt guaranteed by
      any
      such Guaranty) would be used for any purpose other than (A) the funding of
      working capital of the applicable Pipeline Company Borrower or Subsidiary,
      (B)
      the successive refinancing of Debt incurred to fund working capital, (C) the
      making of Qualified Investments or (D) the refinancing or replacement of
      Debt.

     

    Section
      6.04.  Disposition
      of Property or Assets.

     

    (a)  The
      Company shall
      not, and shall not permit any Credit Related Party to, Dispose of any interest
      in any asset or property constituting Collateral, except (i) in
      connection with a change in form of Business Entity that does not (x) result
      in
      a Person other than a Credit Related Party owning any Equity Interests in the
      resulting Business Entity or (y) adversely affect the validity, perfection
      or
      priority of the Transaction Liens on any of the Collateral, (ii) any Disposition
      that is the result of any casualty or condemnation of Collateral or any order
      (whether or not having the force of law) of the FERC or any other Governmental
      Authority with respect to such Collateral, so long as the Commitments shall
      be
      permanently reduced to the extent required by Section
      2.07(d), (iii) Dispositions of Collateral in a transaction permitted by Section 6.05 and (iv) Dispositions of direct or
      indirect equity interests in the Pipeline Company Borrowers to either (x) MLP
      or
      a Subsidiary of MLP (including intermediate inter-company transfers in
      connection therewith) or (y) a Person other than the Company or a Subsidiary
      of
      the Company, in any such case on an arm’s-length basis (as reasonably determined
      by the Company), provided that the sum of the effective percentage
      interest in TGPC so Disposed of plus the effective percentage interest in EPNGC
      so Disposed of shall not exceed 15%.

     

    (b)  The
      Company shall
      not, and shall not permit any Credit Related Party to, Dispose of any property
      or asset, provided that this Section
      6.04(b) shall not apply to:

     

    (i)  Dispositions
      of
      property or assets (other than Dispositions of Collateral) by Restricted
      Subsidiaries not otherwise permitted pursuant to any other provision of this
Section 6.04, provided that (x) any such
      Disposition is conducted on an arms-length basis, (y) except in the case of
      any
      such Disposition to MLP or a Subsidiary of MLP (including intermediate
      inter-company transfers in connection therewith), the consideration for such
      Disposition does not consist of Equity Interests or Indebtedness, and (z) if
      the
      Net Cash Proceeds of such Disposition exceed $5,000,000 on an individual basis
      or $10,000,000 in the aggregate during any fiscal year of the Company, the
      Commitments shall be permanently reduced to the extent required by Section 2.07(d);

     

    (ii)  Dispositions
      not
      otherwise permitted pursuant to any other provision of this Section 6.04 (other than clause (i) above) and that
      result from any casualty or
      condemnation of any property or assets of any Restricted Subsidiary or any
      order
      (whether or not having the force of law) of the FERC or any other Governmental
      Authority, provided that, if the Net Cash Proceeds of such Disposition
      exceed $5,000,000 on an individual basis or $10,000,000 in the aggregate during
      any fiscal year of the Company, the Commitments shall be permanently reduced
      to
      the extent required by Section 2.07(d);

     

    (iii)  Dispositions
      of
      obsolete or worn out property or assets (or property or assets no longer useful
      in the business of the relevant Credit Related Party) in the ordinary course
      of
      business and leases or subleases of unused office or other space in the ordinary
      course of business;

     

    (iv)  Dispositions
      of any
      receivables and related rights pursuant to any Alternate Program so long as
      immediately before and immediately after giving effect to such Disposition
      the
      Company is in compliance with Section
      6.02(a);

     

    (v)  Dispositions
      of any
      Project Financing Subsidiary and/or all or any part of any such Project
      Financing Subsidiary’s assets or property;

     

    (vi)  Dispositions
      of
      property or assets to a Restricted Subsidiary, or to a Business Entity that
      after giving effect to such Disposition will become a Restricted Subsidiary
      in
      which the Company’s direct or indirect Equity Interest will be at least as great
      as its direct or indirect Equity Interest in the transferor immediately prior
      to
      such Disposition;

     

    (vii)  Dispositions
      permitted by, and subject to the terms of, Section
      6.04(a) and Dispositions permitted by Section
      6.05;

     

    (viii)  the
      Disposition of
      EPEC Realty, Inc.;

     

    (ix)  Dispositions
      of
      inventory in the ordinary course of business;

     

    (x)  Dispositions
      constituting licenses of intellectual property in the ordinary course of
      business;

     

    (xi)  Dispositions
      of
      cash or Cash Equivalents (other than cash or Cash Equivalents constituting
      Collateral under the Security Agreement or an amount equal to proceeds of any
      Disposition permitted pursuant to clauses (i) and (ii) above in excess
      of the applicable threshold
      amounts specified therein, which such cash or Cash Equivalents shall be Disposed
      of pursuant to the terms and provisions of this Agreement and the Security
      Agreement);

     

    (xii)  Dispositions
      of
      Indebtedness or instruments or other obligations that are received as
      consideration for any Disposition of property or assets (other than Dispositions
      permitted pursuant to clauses (i) and (ii) above);

     

    (xiii)  Dispositions
      of
      investments (including Equity Interests and Indebtedness or instruments or
      other
      obligations) that are received in connection with the bankruptcy or
      reorganization of suppliers, customers or other Persons, or in settlement of,
      or
      pursuant to any judgment or other order in respect of, delinquent obligations
      of, or litigation proceedings or other disputes with, or from exercises of
      rights or remedies against, any such Persons;

     

    (xiv)  Dispositions
      by the
      Company or by any Exempted Guarantor on an arm’s-length basis (as reasonably
      determined by the Company) of any property or assets that do not constitute
      Collateral; or

     

    (xv)  Dispositions
      by the
      Company or its Subsidiaries on an arms-length basis (as reasonably determined
      by
      the Company) of Equity Interests in any Subsidiary of the Company;
provided that the sale thereof shall not result in the Company owning
      directly or indirectly less than 100% of the Equity Interests in the Subsidiary
      Guarantors.

     

    (c)  No
      Borrower shall
      Dispose of (in a single or related series of transactions) assets constituting
      all or substantially all of the consolidated assets of such Borrower and its
      Subsidiaries taken as a whole, provided that this Section 6.04(c) shall not apply to (i) any transaction
      permitted by Section 6.04(a), Section 6.04(b)(ii), (b)(vi),
(b)(vii)
      or (b)(xiii) or Section 6.05
      or (ii) any transaction required by a final order of any Governmental Authority
      of competent jurisdiction.

     

    Section
      6.05.  Mergers.  The
      Company shall not, and shall not permit any other Credit Related Party to,
      merge
      or consolidate with, or liquidate into, any Person, except that, provided no
      Event of Default has occurred and is continuing (both before and immediately
      after giving effect to any merger, consolidation or liquidation permitted
      below):

     

    (a)  any
      Credit Related
      Party (other than the Company) in addition to mergers, consolidations and
      liquidations provided for in clauses (b) and (c) below, may merge
      or consolidate with, or liquidate
      into, any other Credit Related Party (other than the Company), provided
      that (i) the continuing or surviving Credit Related Party unconditionally
      assumes by written agreement satisfactory to the Administrative Agent all of
      the
      performance and payment obligations of the other Credit Related Party under
      any
      Loan Documents to which it is a party and (ii) the Lien under the Security
      Documents in favor of the Collateral Agent on any Collateral owned by any
      applicable Subsidiary Guarantor immediately prior to such merger, consolidation
      or liquidation remains effective and perfected immediately thereafter with
      no
      loss of relative priority to any other class of creditor from that existing
      immediately prior to such merger, consolidation or liquidation;
provided, however, that any Pledged Company shall be permitted
      to merge with another Restricted Subsidiary, so long as the Equity Interests
      of
      the surviving Business Entity are subject to perfected Transaction Liens and
      neither the priority of such Liens nor the value of the Collateral is diminished
      as a result of such merger;

     

    (b)  any
      Exempted
      Guarantor may merge or consolidate with, or liquidate into, any other Exempted
      Guarantor or other Business Entity that is not a Credit Related Party,
provided that (i) the surviving Business Entity is, directly or
      indirectly, a wholly-owned Subsidiary of the Company and remains a Subsidiary
      Guarantor, (ii) if the Exempted Guarantor is not the continuing or surviving
      Business Entity, the continuing or surviving Business Entity unconditionally
      assumes by written agreement satisfactory to the Administrative Agent all of
      the
      obligations of such Exempted Guarantor under the Loan Documents to which the
      applicable Exempted Guarantor is a party and (iii) the Lien under the Security
      Documents in favor of the Collateral Agent on any Collateral owned by the
      applicable Exempted Guarantor immediately prior to such merger, consolidation
      or
      liquidation remains effective and perfected immediately thereafter with no
      loss
      of relative priority to any other class of creditor from that existing
      immediately prior to such merger, consolidation or liquidation; and

     

    (c)  the
      Company may
      merge or consolidate with, or liquidate into, any Business Entity other than
      a
      Credit Related Party, provided that (i) (A) the Company is the
      continuing or surviving Business Entity or (B) the continuing or surviving
      Business Entity is organized under the laws of the United States or a State
      thereof and unconditionally assumes by written agreement satisfactory to the
      Administrative Agent all of the performance and payment obligations of the
      Company under any Loan Documents to which it is a party, and (ii) the Lien
      under
      the Security Documents in favor of the Collateral Agent on any Collateral owned
      by the Company immediately prior to such merger, consolidation or liquidation
      remains effective and perfected immediately thereafter with no loss of relative
      priority to any other class of creditor (either contractually, by structural
      subordination or otherwise) from that existing immediately prior to such merger,
      consolidation or liquidation.

     

    Section
      6.06.  Use
      of Proceeds.  No Borrower shall
      use the proceeds of any Loan or any Letter of Credit for any purpose that would
      (a) whether directly or indirectly, entail a violation of any of the Regulations
      of the Board of Governors, including Regulations T, U and X or (b) constitute
      a
      use other than a general corporate purpose (it being understood that the
      payments to be made to Departing Lenders pursuant to Section 3.01(d)(ii) shall constitute a permitted use
      of proceeds pursuant to this Section
      6.06).

     

    Section
      6.07.  Transactions
      with Affiliates.  No Credit Related Party (other than an Exempted
      Guarantor) will sell, lease or otherwise transfer any property to, or purchase,
      lease or otherwise acquire any property from, or otherwise engage in any other
      transaction with, any Affiliate of the Company that is not a Subsidiary of
      the
      Company, whether or not in the ordinary course of business, except (a)
      transactions on terms no less favorable to such Credit Related Party as would
      be
      obtainable by such Credit Related Party at the time in a comparable arm’s-length
      transaction or series of transactions with a person other than an Affiliate
      of
      the Company, (b) any Disposition permitted under Section
      6.04 or any merger, consolidation or liquidation permitted under Section 6.05 and (c) transactions the value of which
      are de minimis in relation to the assets, liabilities or revenues of
      the Credit Related Party engaging in such transaction.

     

    Section
      6.08.  Restrictive
      Agreements. No Credit Related Party will, directly or indirectly, enter
      into or permit to exist any agreement or other arrangement that prohibits,
      restricts or imposes any condition on (a) the ability of any Credit Related
      Party (other than the Company or the Exempted Guarantor) to create or permit
      to
      exist any Lien on any of its property or (b) the ability of any Restricted
      Subsidiary or Pipeline Company Borrower to pay dividends or other distributions
      with respect to any shares of its capital stock or to make or repay loans or
      advances to the Company or any Subsidiary Guarantor or to Guarantee Debt of
      the
      Company or any Subsidiary Guarantor or to otherwise transfer assets to or invest
      in the Company or any Subsidiary Guarantor; provided that (i) the
      foregoing shall not apply to restrictions and conditions imposed by law or
      by
      any Loan Document, (ii) the foregoing shall not apply to restrictions and
      conditions existing on the date hereof and identified on Schedule 6.08, or
      any
      extension, refinancing or renewal thereof on market terms and conditions, (iii)
      the foregoing shall not apply to customary restrictions and conditions contained
      in agreements relating to the sale of a Subsidiary pending such sale,
provided that such restrictions and conditions apply only to the
      Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
      (a) of this Section shall not apply to restrictions or conditions imposed by
      any
      agreement relating to secured Debt permitted by this Agreement if such
      restrictions or conditions apply only to the property securing such Debt, (v)
      clause
      (a) of this Section shall not apply to customary provisions in leases and other
      contracts entered into in the ordinary course of business restricting the
      assignment thereof, (vi) the foregoing shall not apply to any Pipeline Company
      Borrower or its Subsidiary in connection with the issuance of debt otherwise
      permitted hereunder on market-clearing terms that are no less favorable to
      such
      Pipeline Company Borrower or its Subsidiary than the Reference Indenture and
      (vii) clause
      (a) and (b) of this Section shall not apply to any assets that are the subject
      of an Alternate Program or to any Restricted Subsidiary whose only activities
      are to purchase receivables from a Pipeline Company Borrower or a Subsidiary
      of
      a Pipeline Company Borrower and resell such receivables, in each case pursuant
      to an Alternate Program.

     

     

    ARTICLE
      7

    Events
      of
      Default

     

    If
      any of the following events (“Events of Default”) shall occur
      and be continuing:

     

    (a)  Any
      Borrower shall
      fail to pay any installment of principal of any of its Loans or Notes when
      due,
      or any interest on any of its Loans or Notes or any other amount payable by
      it
      hereunder within five Business Days after the same shall be due; or

     

    (b)  Any
      representation
      or warranty made or deemed made by any Credit Party herein or by any Credit
      Party (or any of its officers) in connection with this Agreement shall prove
      to
      have been incorrect in any material respect when made or deemed made and, if
      such representation or warranty is capable of being cured, such inaccuracy
      shall
      remain unremedied for 30 days after written notice thereof shall have been
      given
      to such Credit Party by the Administrative Agent or by any Lender with a copy
      to
      the Administrative Agent; or

     

    (c)  Any
      Credit Party
      shall fail to perform or observe any term, covenant, or agreement applicable
      to
      it contained in Section 5.01(a) or 5.08(g) or Article
      6;
      or

     

    (d)  Any
      Credit Party
      shall fail to perform or observe any other term, covenant or agreement contained
      in the Loan Documents (other than those specified in paragraphs (a) through (c) above) on its part to be performed
      or
      observed and any such failure shall remain unremedied for 30 days after written
      notice thereof shall have been given to such Credit Party by the Administrative
      Agent or by any Lender with a copy to the Administrative Agent; or

     

    (e)  The
      Company or any
      consolidated Subsidiary shall fail to pay any Debt or Guaranty (excluding Debt
      and Guarantees incurred pursuant hereto) or Hedging Agreement of such Person
      in
      an aggregate principal amount of $200,000,000 or more, or any installment of
      principal thereof or interest or premium thereon, when due (whether by scheduled
      maturity, required prepayment, acceleration, demand or otherwise) and such
      failure shall continue after the applicable grace period, if any, specified
      in
      the agreement or instrument relating to such Debt, Guaranty or Hedging
      Agreement; or any other default under any agreement or instrument relating
      to
      any such Debt in such aggregate principal amount (excluding Debt and Guarantees
      incurred hereunder) or any Secured Hedging Agreement, or any other event (other
      than an exercise of voluntary prepayment or voluntary purchase option or
      analogous right or any issuance or Disposition of Equity Interests or other
      assets, or an incurrence or issuance of Debt or other obligations, giving rise
      to a repayment or prepayment obligations in respect of such Debt or such Secured
      Hedging Agreement), shall occur and shall continue after the applicable grace
      period, if any, specified in such agreement or instrument, if the effect of
      such
      default or event is to accelerate the maturity of such Debt in such aggregate
      principal amount or such Secured Hedging Agreement; or

     

    (f)  (i)
      Any Borrower,
      any Guarantor or any other Credit Related Party (other than any Borrower or
      Guarantor) having total Assets in excess of $100,000,000 (any of the foregoing,
      a “Material Credit Related Party”) shall (A) generally not pay
      its debts as such debts become due; or (B) admit in writing its inability to
      pay
      its debts generally; or (C) make a general assignment for the benefit of
      creditors; or (ii) any proceeding shall be instituted or consented to by any
      Material Credit Related Party 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 (iii)
      any such proceeding shall have been instituted against any Material Credit
      Related Party 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 (iv) any Material
      Credit Related Party shall take any corporate action to authorize any of the
      actions set forth above in this paragraph
      (f); or

     

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

     

    (h)  (i)
      Any Termination
      Event with respect to a Plan shall have occurred and, 30 days after notice
      thereof shall have been given to the Company by the Administrative Agent, such
      Termination Event shall still exist; or (ii) the Company or any ERISA Affiliate
      shall have been notified by the sponsor of a Multiemployer Plan that it has
      incurred Withdrawal Liability to such Multiemployer Plan; or (iii) the Company
      or any ERISA Affiliate shall have been notified by the sponsor of a
      Multiemployer Plan that such Multiemployer Plan is in reorganization, or is
      insolvent or is being terminated, within the meaning of Title IV of ERISA;
      or
      (iv) any Person shall engage in a “prohibited transaction” (as defined in
      Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and in
      each case in clauses
      (i) through (iv) above, such event or condition, together with all other such
      events or conditions, if any, would result in an aggregate liability of the
      Company or any ERISA Affiliate that would have a Material Adverse Effect;
      or

     

    (i)  At
      any time (i) any
“person” (within the meaning of Section 13(d) of the Securities Exchange Act of
      1934) other than the Company or a Subsidiary of the Company or any employee
      benefit plan maintained for employees of the Company and/or any of its
      Subsidiaries or the trustee therefor, shall have acquired direct or indirect
      ownership of and paid for in excess of 50% of the outstanding capital stock
      of
      the Company entitled to vote in elections for directors of the Company or (ii)
      more than half of members of the Board of Directors of the Company consists
      of
      individuals who (1) were not members of the Board of Directors of the Company
      at
      the Effective Date and (2) were not appointed, elected or nominated by the
      Board
      of Directors of the Company at a time when no Event of Default existed under
      this clause
      (ii); or

     

    (j)  Any
      of the
      guarantees contained in any Credit Party Guarantee, or any other material
      provision of any Loan Document, shall cease, for any reason, to be valid and
      binding upon or enforceable against any Credit Party that is a party thereto,
      or
      any such Credit Party shall so assert in writing, provided that if such
      invalidity or unenforceability is of a nature so as to be amenable to cure
      within five Business Days and if, within one Business Day after the Company
      receives notice from the Administrative Agent or the Collateral Agent or
      otherwise becomes aware that such material provision is not valid or is
      unenforceable as aforesaid, the Company delivers written notice to the
      Administrative Agent that the applicable Credit Party intends to cure such
      invalidity or unenforceability as soon as possible, then an Event of Default
      shall not exist pursuant to this paragraph
      (k) of Article 7 unless the Company or the relevant
      Credit Party shall fail to deliver or cause to be delivered an amendment or
      other modification, or other agreement or undertaking, having the same economic
      effect as the invalid or unenforceable provision within four Business Days
      after
      the delivery of such written notice of intent; or

     

    (k)  Any
      Security
      Document shall for any reason fail or cease to create a valid and enforceable
      Lien on any Collateral stated to be covered thereby or, except as permitted
      by
      the Loan Documents, such Lien shall fail or cease to be a perfected and
      first-priority (subject only to Collateral Permitted Liens) Lien, or any Credit
      Related Party shall so state in writing and, if such invalidity or lack of
      perfection or priority relates solely to Collateral with an aggregate value
      of
      $1,000,000 or less and such invalidity or lack of perfection or priority is
      such
      so as to be amenable to cure without material disadvantage to the position
      of
      the Administrative Agent, the Collateral Agent and the other Secured Parties,
      such invalidity or lack of perfection or priority shall not be cured within
      10
      days of the earlier of such Credit Related Party so stating in writing or
      delivery of notice thereof by the Administrative Agent to the Company (or such
      shorter period as shall be specified by the Administrative Agent and is
      reasonable under the circumstances);

     

    (4)  then,
      and in every
      such event (other than an event with respect to any Credit Related Party
      described in paragraph (f) of this Article except
      for clause (i)(A) thereof), and at any time
      thereafter during the continuance of such event, the Administrative Agent may,
      and at the request of the Majority Lenders shall, by notice to the Company,
      take
      either or both of the following actions, at the same or different times: (i)
      declare the Commitments to be terminated and thereupon the Commitments shall
      terminate immediately, and (ii) declare the Loans and the Notes then
      outstanding, all interest thereon and all other amounts payable under this
      Agreement to be forthwith due and payable in whole (or in part, in which case
      any principal not so declared to be due and payable may thereafter be declared
      to be due and payable), and thereupon the principal of the Loans so declared
      to
      be due and payable together with accrued interest thereon and all fees and
      other
      obligations of the Borrowers accrued hereunder, shall become due and payable
      immediately, without presentment, demand, protest or further notice of any
      kind,
      all of which are hereby expressly waived by the Borrowers; provided,
however, that if an Event of Default under paragraph (f) (except under clause (i)(A)
      thereof) shall occur, (A) the Commitments shall
      automatically terminate and (B) the principal of the Loans and the Notes then
      outstanding, together with accrued interest thereon and all fees and other
      obligations of the Borrowers accrued hereunder shall automatically become due
      and payable, without presentment, demand, protest or any notice of any kind,
      all
      of which are hereby expressly waived by the Borrowers.

     

     

    ARTICLE
      8

    Company
      Guarantee

     

    Section
      8.01.  Company
      Guarantee.

     

    (a)  The
      Company hereby
      unconditionally and irrevocably guarantees to the Collateral Agent, for the
      ratable benefit of the Secured Parties and each of their respective permitted
      successors, endorsees, transferees and assigns, (i) the prompt and complete
      payment by the Pipeline Company Borrowers when due (whether at the stated
      maturity, by acceleration or otherwise) of the Obligations payable by any of
      them and (ii) the prompt and complete payment by the Subsidiary Guarantors
      when
      due (whether at the stated maturity, by acceleration or otherwise) of all
      amounts payable by them under the Subsidiary Guarantee Agreement (the
      obligations described in the foregoing clauses
      (i) and (ii) being herein referred to as the “Company Guaranteed
      Obligations”).  This is a guarantee of payment and not
      collection and the liability of the Company is primary and not
      secondary.

     

    (b)  The
      guarantee
      contained in this Article 8 shall remain in full
      force and effect until the Final Payment Date, notwithstanding that from time
      to
      time during the term of this Agreement, no Company Guaranteed Obligations may
      be
      outstanding.

     

    (c)  No
      payment made by
      any Pipeline Company Borrower, any of the Subsidiary Guarantors, any other
      guarantor or any other Person, or received or collected by any Agent or any
      Lender from any Pipeline Company Borrower, any of the Subsidiary Guarantors,
      any
      other guarantor or any other Person, by virtue of any action or proceeding
      or
      any set-off or appropriation or application at any time or from time to time
      in
      reduction of or in payment of the Obligations shall be deemed to modify, reduce,
      release or otherwise affect the liability of the Company hereunder which shall,
      notwithstanding any such payment (other than any payment made by the Company
      in
      respect of the Company Guaranteed Obligations or any payment received or
      collected from the Company in respect of the Company Guaranteed Obligations),
      remain liable for the Company Guaranteed Obligations until the Final Payment
      Date.

     

    Section
      8.02.  No
      Subrogation.  Notwithstanding any payment made by any Pipeline
      Company Borrower hereunder, the Company under this Article 8 or the Parent Guarantee or any Subsidiary
      Guarantor under the Subsidiary Guarantee Agreement or any set-off or application
      of funds of any Pipeline Company Borrower or any Subsidiary Guarantor by any
      Agent or any Lender, the Company shall not be entitled to be subrogated to
      any
      of the rights of any Agent or any Lender against any Pipeline Company Borrower
      or any Subsidiary Guarantor or any collateral security or guarantee or right
      of
      offset held by any Agent or any Lender for the payment of the Company Guaranteed
      Obligations, nor shall the Company seek or be entitled to seek any contribution
      or reimbursement from any Pipeline Company Borrower or any Subsidiary Guarantor
      in respect of payments made by the Company hereunder, until the Final Payment
      Date.  If any amount shall be paid to the Company on account of such
      subrogation rights prior to the Final Payment Date, such amount shall be held
      by
      the Company in trust for the Agents and the Lenders, segregated from other
      funds
      of the Company, and shall, forthwith upon receipt by the Company, be turned
      over
      to the Administrative Agent in the exact form received by the Company (duly
      indorsed by the Company to the Administrative Agent, if required), to be applied
      against the Company Guaranteed Obligations, whether matured or unmatured),
      in
      such order as the Administrative Agent may determine but subject in any event
      to
      the terms and provisions of this Agreement and the Security
      Agreement.

     

    Section
      8.03.  Amendments,
      etc. with Respect to the Obligations.  The Company shall remain
      obligated hereunder notwithstanding that, without any reservation of rights
      against the Company and without notice to or further assent by the Company,
      any
      demand for payment of any of the Company Guaranteed Obligations made by any
      Agent or any Lender may be rescinded by such Agent or such Lender and any of
      the
      Company Guaranteed Obligations continued, and the Company Guaranteed
      Obligations, or the liability of any other Person upon or for any part thereof,
      or any collateral security or guarantee therefor or right of offset with respect
      thereto, may, from time to time, in whole or in part, be renewed, extended,
      amended, modified, accelerated, compromised, waived, surrendered or released
      by
      any Agent or any Lender, and this Agreement and the other Loan Documents and
      any
      other documents executed and delivered in connection therewith may be amended,
      modified, supplemented or terminated, in whole or in part, as the Administrative
      Agent (or the Majority Lenders or all Lenders, as the case may be) may deem
      advisable from time to time, and any collateral security, guarantee or right
      of
      offset at any time held by any Agent or any Lender for the payment of the
      Company Guaranteed Obligations may be sold, exchanged, waived, surrendered
      or
      released.  Neither the Administrative Agent, the Collateral Agent nor
      any Lender or other Secured Party shall have any obligation to protect, secure,
      perfect or insure any Lien at any time held by it as security for the Company
      Guaranteed Obligations or for the guarantee contained in this Article 8 or any property subject thereto.

     

    Section
      8.04.  Guarantee
      Absolute and Unconditional.  The Company waives any and all
      notice of the creation, renewal, extension or accrual of any of the Company
      Guaranteed Obligations and notice of or proof of reliance by any Agent or any
      Lender upon the guarantee contained in this Article
      8 or acceptance of the guarantee contained in this Article 8; the Company Guaranteed Obligations, and
      any
      of them, shall conclusively be deemed to have been created, contracted or
      incurred, or renewed, extended, amended or waived, in reliance upon the
      guarantee contained in this Article 8; and all
      dealings between the Company, any of the Pipeline Company Borrowers and any
      Subsidiary Guarantor, on the one hand, and the Agents and the Lenders, on the
      other hand, likewise shall be conclusively presumed to have been had or
      consummated in reliance upon the guarantee contained in this Article 8.  The Company waives diligence,
      presentment, protest, demand for payment and notice of default or nonpayment
      to
      or upon the Pipeline Company Borrowers or any of the Subsidiary Guarantors
      with
      respect to the Company Guaranteed Obligations.  The Company
      understands and agrees that the guarantee contained in this Article 8 shall be construed as a continuing, absolute
      and unconditional guarantee of payment without regard to (a) the validity or
      enforceability of this Agreement or any other Loan Document, any of the Company
      Guaranteed Obligations or any other collateral security therefor or guarantee
      or
      right of offset with respect thereto at any time or from time to time held
      by
      any Agent or any Lender, (b) any defense, set-off or counterclaim (other than
      a
      defense of payment or performance) which may at any time be available to or
      be
      asserted by any Pipeline Company Borrower, any Subsidiary Guarantor or any
      other
      Person against any Agent or any Lender, or (c) any other circumstance whatsoever
      (with or without notice to or knowledge of the Pipeline Company Borrowers,
      the
      Subsidiary Guarantors or the Company), other than payment or performance, which
      constitutes, or might be construed to constitute, an equitable or legal
      discharge of Pipeline Company Borrowers or the Subsidiary Guarantors for the
      Company Guaranteed Obligations, or of the Company under the guarantee contained
      in this Article 8, in bankruptcy or in any other
      instance.  When making any demand hereunder or otherwise pursuing its
      rights and remedies hereunder against the Company, any Agent or any Lender
      may,
      but shall be under no obligation to, make a similar demand on or otherwise
      pursue such rights and remedies as it may have against any Pipeline Company
      Borrower, any Subsidiary Guarantor or any other Person or against any collateral
      security or guarantee for the Company Guaranteed Obligations or any right of
      offset with respect thereto, and any failure by any Agent or any Lender to
      make
      any such demand, to pursue such other rights or remedies or to collect any
      payments from any Pipeline Company Borrower, any Subsidiary Guarantor or any
      other Person or to realize upon any such collateral security or guarantee or
      to
      exercise any such right of offset, or any release of any Pipeline Company
      Borrower, any Subsidiary Guarantor or any other Person or any such collateral
      security, guarantee or right of offset, shall not relieve the Company of any
      obligation or liability hereunder, and shall not impair or affect the rights
      and
      remedies, whether express, implied or available as a matter of law, of any
      Agent
      or any Lender against the Company.  For the purposes hereof “demand”
shall include the commencement and continuance of any legal
      proceedings.

     

    Section
      8.05.  Reinstatement.  The
      guarantee contained in this Article 8 shall continue
      to be effective, or be reinstated, as the case may be, if at any time payment,
      or any part thereof, of any of the Company Guaranteed Obligations is rescinded
      or must otherwise be restored or returned by any Agent or any Lender upon the
      insolvency, bankruptcy, dissolution, liquidation or reorganization of the
      Company, any Pipeline Company Borrower or any Subsidiary Guarantor, or upon
      or
      as a result of the appointment of a receiver, intervenor or conservator of,
      or
      trustee or similar officer for, the Company, any Pipeline Company Borrower
      or
      any Subsidiary Guarantor or any substantial part of its or their respective
      property, or otherwise, all as though such payments had not been
      made.

     

     

    ARTICLE
      9

    The
      Agents

     

    Each
      of the Lenders
      and each Issuing Bank hereby irrevocably appoints each of the Administrative
      Agent and the Collateral Agent as its agent and authorizes each of the
      Administrative Agent and the Collateral Agent to take such actions on its behalf
      and to exercise such powers as are delegated to the Administrative Agent and
      the
      Collateral Agent by the terms hereof and of the other Loan Documents, together
      with such actions and powers as are reasonably incidental thereto.

     

    Any
      bank serving as
      an Agent hereunder shall have the same rights and powers in its capacity as
      a
      Lender as any other Lender and may exercise the same as though it were not
      an
      Agent, and such bank and its Affiliates may accept deposits from, lend money
      to
      and generally engage in any kind of business with the Borrowers or any
      Subsidiary or other Affiliate thereof as if it were not an Agent
      hereunder.

     

    No
      Agent shall not have any duties or obligations except those expressly set forth
      herein or in the Security Agreement.  Without limiting the generality
      of the foregoing, (a) no Agent shall be subject to any fiduciary or other
      implied duties, regardless of whether a Default has occurred and is continuing,
      (b) no Agent shall have any duty to take any discretionary action or exercise
      any discretionary powers, except discretionary rights and powers expressly
      contemplated hereby that such Agent is required to exercise in writing as
      directed by the Majority Lenders (or such other number or percentage of the
      Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth
      herein, no Agent shall have any duty to disclose, and shall not be liable for
      the failure to disclose, any information relating to the Borrowers or any of
      their Subsidiaries that is communicated to or obtained by the bank serving
      as an
      Agent or any of its Affiliates in any capacity.  No Agent shall be
      liable for any action taken or not taken by it with the consent or at the
      request of the Majority Lenders (or such other number or percentage of the
      Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross
      negligence or willful misconduct.  No Agent shall be deemed to have
      knowledge of any Default unless and until written notice thereof is given to
      such Agent by a Borrower or a Lender, and no Agent shall be responsible for
      or
      have any duty to ascertain or inquire into (i) any statement, warranty or
      representation made in or in connection with this Agreement, (ii) the contents
      of any certificate, report or other document delivered hereunder or in
      connection herewith, (iii) the performance or observance of any of the
      covenants, agreements or other terms or conditions set forth herein, (iv) the
      validity, enforceability, effectiveness or genuineness of this Agreement or
      any
      other agreement, instrument or document, or (v) the satisfaction of any
      condition set forth in Article 3 or elsewhere
      herein, other than to confirm receipt of items expressly required to be
      delivered to the Administrative Agent.

     

    Each
      Agent shall be
      entitled to rely upon, and shall not incur any liability for relying upon,
      any
      notice, request, certificate, consent, statement, instrument, document or other
      writing believed by it to be genuine and to have been signed or sent by the
      proper Person.  Each Agent also may rely upon any statement made to it
      orally or by telephone and believed by it to be made by the proper Person,
      and
      shall not incur any liability for relying thereon.  Each Agent may
      consult with legal counsel (who may be counsel for a Credit Party), independent
      accountants and other experts selected by it, and shall not be liable for any
      action taken or not taken by it in accordance with the advice of any such
      counsel, accountants or experts.

     

    Any
      Agent may
      perform any and all its duties and exercise its rights and powers by or through
      any one or more sub-agents appointed by such Agent.  Any Agent and any
      such sub-agent may perform any and all its duties and exercise its rights and
      powers through their respective Related Parties.  The exculpatory
      provisions of the preceding paragraphs
      shall apply to any such sub-agent and to the Related Parties of any Agent and
      any such sub-agent, and shall apply to their respective activities in connection
      with the syndication of the credit facilities provided for herein as well as
      activities as an Agent.

     

    Subject
      to the
      appointment and acceptance of a successor Administrative Agent or Collateral
      Agent as provided in this paragraph, each of the Administrative Agent and the
      Collateral Agent may resign at any time by notifying the Lenders, each Issuing
      Bank and the Company.  Upon any such resignation, the Majority Lenders
      shall have the right, in consultation with the Company, to appoint a
      successor.  If no successor shall have been so appointed by the
      Majority Lenders and shall have accepted such appointment within 30 days after
      the retiring Agent gives notice of its resignation, then the retiring Agent
      may,
      on behalf of the Lenders and each Issuing Bank, appoint a successor Agent which
      shall be a bank with an office in New York, New York, or an Affiliate of any
      such bank.  Upon the acceptance of its appointment as Administrative
      Agent or Collateral Agent hereunder by a successor, such successor shall succeed
      to and become vested with all the rights, powers, privileges and duties of
      the
      retiring Agent, and the retiring Agent shall be discharged from its duties
      and
      obligations hereunder.  The fees payable by the Borrowers to a
      successor Agent shall be the same as those payable to its predecessor unless
      otherwise agreed between the Company and such successor.  After an
      Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit
      of such retiring Agent, its sub-agents and their respective Related Parties
      in
      respect of any actions taken or omitted to be taken by any of them while it
      was
      acting as Administrative Agent or Collateral Agent.

     

    Each
      Lender
      acknowledges that it has, independently and without reliance upon any Agent
      or
      any other Lender and based on such documents and information as it has deemed
      appropriate, made its own credit analysis and decision to enter into this
      Agreement.  Each Lender also acknowledges that it will, independently
      and without reliance upon any Agent or any other Lender and based on such
      documents and information as it shall from time to time deem appropriate,
      continue to make its own decisions in taking or not taking action under or
      based
      upon this Agreement, any related agreement or any document furnished hereunder
      or thereunder.

     

     

    ARTICLE
      10

    Miscellaneous

     

    Section
      10.01.  Notices.  (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,
      to it at El Paso Building, 1001 Louisiana Street, Houston, Texas 77002,
      Attention of Treasurer  (Telecopy No. (713) 420-2708);

     

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

     

    (iii)  if
      to the
      Administrative Agent, to:

     

    
      	
              (iv)  

            	
              JPMorgan
                Chase Bank, N.A.

            


    

     

    
      	
               

            	
              Technology,
                Shared Tech & Operation Commercial
                Loans

            


    

     

    
      	
               

            	
              L&A
                Project Texas

            


    

     

    
      	
               

            	
              1111
                Fannin,
                Floor 10

            


    

     

    
      	
               

            	
              Houston,
                TX
                77002

            


    

     

    
      	
               

            	
              Attention
                of
                Ina S. Tjahjono

            


    

     

    
      	
               

            	
              Telecopy
                No.
                (713) 427-6307

            


    

     

    with
      a copy
      to:

     

    JPMorgan
      Chase
      Bank, N.A.

     

    712
      Main St, 12 Fl.
      Central

     

    Houston,
      TX
      77002

     

    Attention
      of Robert
      Traband

     

    Telecopy
      No. (713)
      216-8870

     

    (v)  if
      to the
      Collateral Agent, to:

     

    
      	
              (vi)  

            	
              JPMorgan
                Chase Bank, N.A.

            


    

     

    
      	
               

            	
              Institutional
                Trust Services

            


    

     

    
      	
               

            	
              4
                New York
                Plaza, 15th
                Floor

            


    

     

    
      	
               

            	
              New
                York, NY
                10004

            


    

     

    
      	
               

            	
              Attention
                of
                International/Project Finance, James
                Foley

            


    

     

    
      	
               

            	
              Telecopy
                No.
                (212) 623-6216

            


    

     

    with
      a copy
      to:

     

    JPMorgan
      Chase
      Bank, N.A.

     

    712
      Main St, 12 Fl.
      Central

     

    Houston,
      TX
      77002

     

    Attention
      of Robert
      Traband

     

    Telecopy
      No. (713)
      216-8870

     

    (vii)  if
      to JPMCB in its
      capacity as an Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10420 Highland
      Manor Drive, 4th Floor, Tampa Bay, Florida 33610, Attention of James Alonzo,
      Telecopy No. (813) 432-5161;

     

    (viii)  if
      to Citibank in
      its capacity as an Issuing Bank, to it at Citibank, N.A., 333 Clay Street /
      Suite 3700, Houston, TX  77002, Attention of Nan Dockal, Telecopy No. (713)
      654-2849;

     

    (ix)  if
      to any other
      Lender in its capacity as an Issuing Bank, to it at the address provided to
      the
      Company for notices to such Issuing Bank in such capacity; and

     

    (x)  if
      to any other
      Lender, to it at its address (or telecopy number) set forth in its
      Administrative Questionnaire.

     

    (b)  Notices
      and other
      communications to the Lenders hereunder may be delivered or furnished by
      electronic communications pursuant to procedures approved by the Administrative
      Agent; provided that the foregoing shall not apply to notices pursuant
      to Article 2 unless otherwise agreed by the
      Administrative Agent and the applicable Lender.  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 10.01 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
      10.02.  Waivers;
      Amendments.  (a) No failure or delay by any Agent, any Issuing
      Bank or any Lender in exercising any right or power hereunder shall operate
      as a
      waiver thereof, nor shall any single or partial exercise of any such right
      or
      power, or any abandonment or discontinuance of steps to enforce such a right
      or
      power, preclude any other or further exercise thereof or the exercise of any
      other right or power.  The rights and remedies of the Agents, each
      Issuing Bank and the Lenders hereunder are cumulative and are not exclusive
      of
      any rights or remedies that they would otherwise have.  No waiver of
      any provision of this Agreement or consent to any departure by any Borrower
      therefrom shall in any event be effective unless the same shall be permitted
      by
      paragraph (b) of this Section, and then such waiver
      or consent shall be effective only in the specific instance and for the purpose
      for which given.  Without limiting the generality of the foregoing,
      the making of a Loan or issuance of a Letter of Credit shall not be construed
      as
      a waiver of any Default, regardless of whether any Agent, any Lender or any
      Issuing Bank may have had notice or knowledge of such Default at the
      time.

     

    (b)  Except
      as expressly
      provided herein or in the applicable Loan Document, no provision of this
      Agreement or any other Loan Document may be waived, amended or modified, and
      no
      consent may be granted with respect to any departure by the Administrative
      Agent, any Lender or any Credit Party with respect hereto or thereto, except
      pursuant to an agreement or agreements in writing entered into by the Borrowers
      and the Majority Lenders or by the Borrowers and the Administrative Agent with
      the consent of the Majority Lenders; provided that no such waiver,
      amendment or modification of this Agreement or any other Loan Document, and
      no
      consent with respect to any departure by the Administrative Agent, any Lender,
      or any Credit Party with respect hereto or thereto, shall:

     

    (i)  increase
      the
      Commitment of any Lender, without the written consent of such
      Lender;

     

    (ii)  reduce
      or forgive
      the principal amount of any Loan or LC Disbursement or reduce the rate of
      interest thereon, or reduce any fees payable hereunder, without the written
      consent of each Lender affected thereby;

     

    (iii)  postpone
      the
      scheduled date of payment of the principal amount of any Loan or LC
      Disbursement, or any interest thereon, or any fees payable hereunder, or reduce
      the amount of, waive or excuse any such payment, or postpone the scheduled
      date
      of expiration of any Commitment, without the written consent of each Lender
      affected thereby;

     

    (iv)  issue
      any Letter of
      Credit with an expiration date, or extend the expiration date of any Letter
      of
      Credit, to a date that is later than the fifth Business Days prior to the
      Revolving Maturity Date, without the written consent of each Revolving Lender
      and the Issuing Bank of such Letter of Credit;

     

    (v)  change
Section
      2.16(b) or 2.16(c)
      in a manner that would alter the pro rata sharing of payments required thereby,
      without the written consent of each Lender;

     

    (vi)  release
      any
      Subsidiary Guarantor from its obligations under the Subsidiary Guarantee
      Agreement, without the written consent of each Lender, except in connection
      with
      the Disposition or merger of such Subsidiary Guarantor that is otherwise
      permitted hereunder;

     

    (vii)  release
      the Company
      from its guarantee obligations under Article 8,
      without the written consent of each Lender;

     

    (viii)  release
      all or
      substantially all of the Collateral, without the written consent of each Lender;
      or

     

    (ix)  change
      any of the
      provisions of this Section or the definitions of “Majority Lenders”, or any
      other provision hereof specifying the number or percentage of Lenders required
      to waive, amend or modify any rights hereunder or make any determination or
      grant any consent hereunder, without the written consent of each
      Lender;

     

    provided
      further that no such agreement shall amend, modify or otherwise affect the
      rights or duties of any Agent or any Issuing Bank hereunder or under any other
      Loan Document without the prior written consent of such Agent or such Issuing
      Bank, as the case may be.  Any such waiver and any such amendment or
      modification shall apply equally to each of the Lenders and shall be binding
      upon the Borrowers, the Lenders, the Issuing Banks and the Agents.  In
      the case of any waiver, the Borrower, the Lenders, the Issuing Banks and the
      Agents shall be restored to their former position and rights hereunder and
      under
      the other Loan Documents, and any Default or Event of Default waived shall
      be
      deemed waived ab initio and not continuing unless such waiver expressly
      provides otherwise; but no such waiver shall extend to any subsequent or other
      Default or Event of Default; and provided further that, in addition to
      Dispositions of Collateral permitted by Section
      6.04(a), the Majority Lenders may consent to additional Dispositions of
      Collateral so long as each such Disposition is for fair market value on an
      arms-length basis in a cash transaction.

     

    Section
      10.03.  Expenses;
      Indemnity; Damage Waiver.  (a) The Company shall pay (i) all
      reasonable out-of-pocket expenses incurred by the Administrative Agent and
      its
      Affiliates, including the reasonable fees, charges and disbursements of counsel
      for the Administrative Agent, in connection with the syndication of the credit
      facilities provided for herein, the preparation and administration of this
      Agreement or any amendments, modifications or waivers of the provisions hereof
      (whether or not the transactions contemplated hereby or thereby shall be
      consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing
      Bank in connection with the issuance, amendment, renewal or extension of any
      Letter of Credit by it or any demand for payment thereunder made by such Issuing
      Bank (unless included in the fees charged separately by such Issuing Bank in
      respect of such Letter of Credit) and (iii) all out-of-pocket expenses incurred
      by any Agent, any Issuing Bank or any Lender, including the fees, charges and
      disbursements of any counsel for the Administrative Agent, any Issuing Bank
      or,
      during the continuation of any Default, any other Agent or any Lender, in
      connection with the enforcement or protection of its rights in connection with
      this Agreement, including its rights under this Section, or in connection with
      the Loans made or Letters of Credit issued hereunder, including all such
      out-of-pocket expenses incurred during  any workout, restructuring or
      negotiations in respect of such Loans or Letters of Credit.

     

    (b)  Each
      of the
      Borrowers shall indemnify, without duplication, each Agent, each Issuing Bank
      and each Lender, and each Related Party of any of the foregoing Persons (each
      such Person being called an “Indemnitee”) against, and hold
      each Indemnitee harmless from, any and all losses, claims, damages, liabilities
      and related expenses, including the fees, charges and disbursements of any
      counsel for any Indemnitee, incurred by or asserted against any Indemnitee
      arising out of, in connection with, or as a result of (i) the execution or
      delivery of this Agreement or any agreement or instrument contemplated hereby,
      the performance by the parties hereto of their respective obligations hereunder
      or the consummation of the Transactions or any other transactions contemplated
      hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
      (including any refusal by the applicable Issuing Bank to honor a demand for
      payment under a Letter of Credit issued by it in accordance with applicable
      law
      if the documents presented in connection with such demand do not strictly comply
      with the terms of such Letter of Credit), (iii) any actual or alleged presence
      or release of Hazardous Materials on or from any property owned or operated
      by
      the Company or any of its Subsidiaries, or any Environmental Liability related
      in any way to the Company or any of its Subsidiaries, or (iv) any actual or
      prospective claim, litigation, investigation or proceeding relating to any
      of
      the foregoing, whether based on contract, tort or any other theory and
      regardless of whether any Indemnitee is a party thereto; provided that
      such indemnity shall not, in any of the foregoing circumstances as to any
      Indemnitee, be available to the extent that such losses, claims, damages,
      liabilities or related expenses (i) are determined by a court of competent
      jurisdiction by final and nonappealable judgment to have resulted from or to
      have been attributable to the gross negligence or willful misconduct of such
      Indemnitee or its employees or agents or (ii) have arisen from a dispute between
      or among the Arrangers, the Administrative Agent or the Lenders or from a claim
      of an Indemnitee against another Indemnitee which in either case is not a direct
      or indirect result of any act or omission of the Borrowers or any of their
      subsidiaries.  The indemnification provisions of this Section 10.03(b) 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 the Loans or any
      other Secured Obligations; provided that nothing in this Section 10.03(b) shall limit the liability of any
      Borrower for the payment of the Loans or any Secured Obligations, which
      liability arises under any other Loan Document, including any liability arising
      under this Agreement.

     

    (c)  To
      the extent that
      any Borrower fails to pay any amount required to be paid by it to any Agent
      or
      any Issuing Bank under paragraph (a) or (b) of this Section,
      each Lender severally agrees to
      pay to such Agent or such Issuing Bank, as the case may be, such Lender’s pro
      rata share (determined as of the time that the applicable unreimbursed expense
      or indemnity payment is sought based on the Commitments at such time, or if
      the
      Commitments have terminated or expired, based on the Credit Exposures at such
      time) of such unpaid amount; provided that the unreimbursed expense or
      indemnified loss, claim, damage, liability or related expense, as the case
      may
      be, was incurred by or asserted against such Agent or such Issuing Bank in
      its
      capacity as such.

     

    (d)  To
      the extent
      permitted by applicable law, the Borrowers shall not and each Indemnitee, by
      its
      acceptance of any right to or benefit of indemnification under this Agreement
      and as a condition to its rights to and benefits of indemnification provided
      for
      herein, agrees that it shall not, assert, and hereby waives, any claim against
      any Indemnitee or any Borrower, respectively, on any theory of liability, for
      special, indirect, consequential or punitive damages (as opposed to direct
      or
      actual damages) arising out of, in connection with, or as a result of, this
      Agreement or any agreement or instrument contemplated hereby, the Transactions,
      any Loan or Letter of Credit or the use of the proceeds thereof.

     

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

     

    Section
      10.04.  Successors
      and Assigns.  (a)  The provisions of this Agreement
      shall be binding upon and inure to the benefit of the parties hereto and their
      respective successors and assigns permitted hereby (including any Affiliate
      of
      an Issuing Bank that issues any Letter of Credit), except that (i) the Borrowers
      may not assign or otherwise transfer any of their respective rights or
      obligations hereunder in a transaction not permitted hereunder without the
      prior
      written consent of each Lender (and any attempted assignment or transfer by
      any
      Borrower without such consent shall be null and void), and (ii) no Lender may
      assign or otherwise transfer its rights or obligations hereunder except in
      accordance with this Section.  Nothing in this Agreement, expressed or
      implied, shall be construed to confer upon any Person (other than the parties
      hereto, their respective successors and assigns permitted hereby (including
      any
      Affiliate of an Issuing Bank that issues any Letter of Credit), Participants
      (to
      the extent provided in paragraph (c) of this
      Section) and, to the extent expressly contemplated hereby, the Related Parties
      of each of the Administrative Agent, each Issuing Bank and the Lenders) any
      legal or equitable right, remedy or claim under or by reason of this
      Agreement.

     

    (b)  (i)
      Subject to the
      conditions set forth in paragraph (b)(ii) below, any Lender
      may assign to one or more
      assignees all or a portion of its rights and obligations under this Agreement
      (including all or a portion of its Commitment and its Loans (if any)) with
      the
      prior written consent (such consent not to be unreasonably withheld or delayed)
      of:

     

    (A)  the
      Company,
provided that no consent of the Company shall be required for an
      assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined
      below) or, if an Event of Default has occurred and is continuing, any other
      assignee; and

     

    (B)  the
      Administrative
      Agent; and

     

    (C)  each
      Issuing
      Bank.

     

    (ii)  Assignments
      shall
      be subject to the following additional conditions:

     

    (A)  except
      (i) in the
      case of an assignment to a Lender or an Affiliate of a Lender or an Approved
      Fund or an assignment of the entire remaining amount of the assigning Lender’s
      Commitment (or, if the applicable Commitment is not then in effect, the
      outstanding principal balance of the Loans of the assigning Lender subject
      to
      each such assignment) or (ii) if each of the Company (unless an Event of Default
      has occurred and is continuing) and the Administrative Agent otherwise consent,
      the amount of the Commitment (or, if the applicable Commitment is not then
      in
      effect, the outstanding principal balance of the Loans) of the assigning Lender
      subject to each such assignment (determined as of the date the Assignment and
      Assumption with respect to such assignment is delivered to the Administrative
      Agent) shall be $5,000,000 or any increment of $1,000,000 in excess thereof;
      provided that related Approved Funds shall be aggregated for purposes
      of such minimum assigned amount;

     

    (B)  each
      partial
      assignment shall be made as an assignment of a proportionate part of all the
      assigning Lender’s rights and obligations under this Agreement;

     

    (C)  the
      parties to each
      assignment shall execute and deliver to the Administrative Agent an Assignment
      and Assumption, together with a processing and recordation fee of $3,500;
provided that only one such fee shall be payable in connection with
      simultaneous assignments to or by two or more related Approved
      Funds;

     

    (D)  the
      assignee, if it
      shall not be a Lender, shall deliver to the Administrative Agent an
      Administrative Questionnaire in which the assignee designates one or more
      individuals (each such individual, a “Credit Contact”) to whom
      all syndicate-level information (which may contain material non-public
      information about the Borrowers, the Credit Parties and their Related Parties
      or
      their respective securities) will be made available and who may receive such
      information in accordance with the assignee’s compliance procedures and
      applicable laws, including Federal and state securities laws; and

     

    (E)  in
      the case of an
      assignment by a Lender to a CLO (as defined below) managed or administered
      by
      such Lender or an Affiliate of such Lender, the assigning Lender shall retain
      the sole right to approve any amendment, modification or waiver of any provision
      of this Agreement, provided that the Assignment and Assumption between
      such Lender and such CLO may provide that such Lender will not, without the
      consent of such CLO, agree to any amendment, modification or waiver described
      in
      the first proviso to Section 10.02(b) that affects
      such CLO.

     

    For
      the purposes of
      this Section 10.04(b), the terms “Approved Fund” and
“CLO” have the following meanings:

     

    “Approved
      Fund” means, with respect to any Lender, (a) a CLO managed or
      administered by such Lender or an Affiliate of such Lender and (b) with respect
      to any Lender that is a fund which invests in bank loans and similar extensions
      of credit, any other fund that invests in bank loans and similar extensions
      of
      credit and is managed by the same investment advisor as such Lender or by an
      Affiliate of such investment advisor.

     

    “CLO”
      means, with respect to any Lender, any entity (whether a corporation,
      partnership, trust or otherwise) that is engaged in making, purchasing, holding
      or otherwise investing in bank loans and similar extensions of credit in the
      ordinary course and is administered or managed by such Lender or an Affiliate
      of
      such Lender.

     

    (iii)  Subject
      to
      execution and delivery thereof and acceptance and recording thereof pursuant
      to
      paragraph (b)(iv) of
      this Section, from and after the effective date specified in each Assignment
      and
      Assumption the assignee thereunder shall be a party hereto and, to the extent
      of
      the interest assigned by such Assignment and Assumption, have the rights and
      obligations of a Lender under this Agreement, and the assigning Lender
      thereunder shall, to the extent of the interest assigned by such Assignment
      and
      Assumption, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Assumption covering all of the assigning Lender’s
      rights and obligations under this Agreement, such Lender shall cease to be
      a
      party hereto but shall continue to be entitled to the benefits of Sections
2.13, 2.14, 2.15
      and 10.03).  Any assignment or transfer by a
      Lender of rights or obligations under this Agreement that does not comply with
      this Section 10.04 shall be treated for purposes of
      this Agreement as a sale by such Lender of a participation in such rights and
      obligations in accordance with paragraph (c) of this
      Section.

     

    (iv)  The
      Administrative
      Agent, acting for this purpose as an agent of the Borrowers, shall maintain
      at
      one of its offices a copy of each Assignment and Assumption delivered to it
      and
      a register for the recordation of the names and addresses of the Lenders, and
      the Commitment of, and principal amount of the Loans and LC Disbursements owing
      to, each Lender pursuant to the terms hereof from time to time (the
“Register”).  The entries in the Register as to the
      identity of the Lenders shall be conclusive, and as to the other items referred
      to above shall be conclusive absent manifest error, and the Borrowers, the
      Administrative Agent, each Issuing Bank and the Lenders may treat each Person
      whose name is recorded in the Register pursuant to the terms hereof as a Lender
      hereunder for all purposes of this Agreement, notwithstanding notice to the
      contrary.  The Register shall be available for inspection by the
      Company, any Issuing Bank and any Lender, at any reasonable time and from time
      to time upon reasonable prior notice.

     

    (v)  Upon
      its receipt of
      a duly completed Assignment and Assumption executed by an assigning Lender
      and
      an assignee, the assignee’s completed Administrative Questionnaire (unless the
      assignee shall already be a Lender hereunder), the processing and recordation
      fee referred to in paragraph (b) of this Section and
      any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall
      accept such Assignment and Assumption and record the information contained
      therein in the Register.  No assignment shall be effective for
      purposes of this Agreement unless it has been recorded in the Register as
      provided in this paragraph.

     

    (c)  Any
      Lender may,
      without the consent of the Borrowers, the Administrative Agent, or any Issuing
      Bank, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and
      obligations under this Agreement (including all or a portion of its Commitment
      and the Loans owing to it and Notes held by it); provided that (A) such
      Lender’s obligations under this Agreement shall remain unchanged, (B) such
      Lender shall remain the holder of its Notes (if any) for all purposes of this
      Agreement and shall remain solely responsible to the other parties hereto for
      the performance of such obligations and (C) the Borrowers, the Administrative
      Agent, each Issuing Bank and the other Lenders shall continue to deal solely
      and
      directly with such Lender in connection with such Lender’s rights and
      obligations under this Agreement.  Any agreement or instrument
      pursuant to which a Lender sells such a participation shall provide that such
      Lender shall retain the sole right to enforce this Agreement and to approve
      any
      amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender
      will not, without the consent of the Participant, agree to any amendment,
      modification or waiver described in the first proviso to Section 10.02(b) that affects such
      Participant.  Subject to paragraph (d) of
      this Section, the Borrowers agree that each Participant shall be entitled to
      the
      benefits of Sections 2.13, 2.14 and 2.15
      with respect
      to its participations hereunder to the same extent as if it were a Lender and
      had acquired its interest by assignment pursuant to paragraph (b) of this Section and provided that such
      Participant shall have complied with any obligation in respect thereof that
      it
      would have had as a Lender.  To the extent permitted by law, each
      Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender,
provided such Participant agrees to be subject
      to Section 2.16(c) as though it were a
      Lender.

     

    (d)  A
      Participant shall
      not be entitled to receive any greater payment under Section 2.13 or 2.15 than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant, unless the sale of the participation
      to
      such Participant is made with the Company’s prior written consent.  A
      Participant that would be a Foreign Lender if it were a Lender shall not be
      entitled to the benefits of Section 2.15 unless the
      Company is notified of the participation sold to such Participant and such
      Participant agrees, for the benefit of the Borrowers, to comply with Section 2.15(e) and (f) as
      though it were a Lender.

     

    (e)  Any
      Lender may at
      any time pledge or assign a security interest in all or any portion of its
      rights under this Agreement to secure obligations of such Lender, including
      any
      pledge or assignment to secure obligations to a Federal Reserve Bank, and this
      Section shall not apply to any such pledge or assignment of a security interest;
      provided that no such pledge or assignment of a security interest shall
      release a Lender from any of its obligations hereunder or substitute any such
      pledgee or assignee for such Lender as a party hereto.

     

    Section
      10.05.  Survival.  All
      covenants, agreements, representations and warranties made by the Borrowers
      herein and in the certificates or other instruments  delivered in
      connection with or pursuant to this Agreement shall be considered to have been
      relied upon by the other parties hereto and shall survive the execution and
      delivery of this Agreement and the making of any Loans and issuance of any
      Letters of Credit, regardless of any investigation made by any such other party
      or on its behalf and notwithstanding that the Administrative Agent, any Issuing
      Bank or any Lender may have had notice or knowledge of any Default or incorrect
      representation or warranty at the time any credit is extended hereunder, and
      shall continue in full force and effect as of the date made, or any date
      referred to therein, as applicable, (but without being deemed remade on or
      as of
      any subsequent date by reason of this Section 10.05)
      as long as the principal of or any accrued interest on any Loan or any fee
      or
      any other amount payable under this Agreement is outstanding and unpaid or
      any
      Letter of Credit is outstanding and so long as the Commitments have not expired
      or terminated.  The provisions of Sections 2.13, 2.14, 2.15
      and 10.03 and Article 9 shall survive and
      remain in full force and
      effect regardless of the consummation of the transactions contemplated hereby,
      the repayment of the Loans, the expiration or termination of the Letters of
      Credit and the Commitments or the termination of this Agreement or any provision
      hereof.

     

    Section
      10.06.  Counterparts;
      Integration; Effectiveness.  This Agreement may be executed in
      counterparts (and by different parties hereto on different counterparts), each
      of which shall constitute an original, but all of which when taken together
      shall constitute a single contract.  This Agreement and the other Loan
      Documents and any separate letter agreements with respect to fees payable to
      the
      Administrative Agent constitute the entire contract among the parties relating
      to the subject matter hereof and supersede any and all previous agreements
      and
      understandings, oral or written, relating to the subject matter
      hereof.  Except as provided in Section
      3.01, this Agreement shall become effective when it shall have been executed
      by the Administrative Agent and when the Administrative Agent shall have
      received counterparts hereof which, when taken together, bear the signatures
      of
      each of the other parties hereto, and thereafter shall be binding upon and
      inure
      to the benefit of the parties hereto and their respective successors and
      assigns.  Delivery of an executed counterpart of a signature page of
      this Agreement by telecopy shall be effective as delivery of a manually executed
      counterpart of this Agreement.

     

    Section
      10.07.  Severability.  To
      the fullest extent permitted by applicable law any provision of this Agreement
      held to be invalid, illegal or unenforceable in any jurisdiction shall, as
      to
      such jurisdiction, be ineffective to the extent of such invalidity, illegality
      or unenforceability without affecting the validity, legality and enforceability
      of the remaining provisions hereof; and the invalidity of a particular provision
      in a particular jurisdiction shall not invalidate such provision in any other
      jurisdiction.

     

    Section
      10.08.  Right
      of Setoff.  If an Event of Default shall have occurred and be
      continuing, subject to the terms and provisions of the Security Agreement and
      the other Loan Documents, each Lender and each of its Affiliates is hereby
      authorized at any time and from time to time, to the fullest extent permitted
      by
      law, to set off and apply any and all deposits (general or special, time or
      demand, provisional or final) at any time held and other obligations at any
      time
      owing by such Lender or Affiliate to or for the credit or the account of a
      Borrower against any of and all the obligations of such Borrower now or
      hereafter existing under this Agreement held by such Lender, irrespective of
      whether or not such Lender shall have made any demand under this Agreement
      and
      although such obligations may be unmatured.  The rights of each Lender
      under this Section are in addition to other rights and remedies (including
      other
      rights of setoff) which such Lender may have but are subject to the terms and
      provisions of the Security Agreement and the other Loan Documents.

     

    Section
      10.09.  Governing
      Law; Jurisdiction; Consent to Service of
      Process.  (a)  This Agreement shall be construed in
      accordance with and governed by the law of the State of New York.

     

    (b)  Each
      Borrower
      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 of the
      Southern District of New York, and any appellate court from any thereof, in
      any
      action or proceeding by the Administrative Agent, the Collateral Agent any
      Issuing Bank or any Lender arising out of or relating to this Agreement, 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 or, to the 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 the Administrative Agent, any Issuing Bank or any Lender
      may otherwise have to bring any action or proceeding relating to this Agreement
      against any Borrower or its properties in the courts of any
      jurisdiction.

     

    (c)  Each
      Borrower
      hereby irrevocably and unconditionally waives, to the fullest extent it may
      legally and effectively do so, any objection which 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 in any court referred to in paragraph (b) 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.

     

    (d)  Each
      party to this
      Agreement irrevocably consents to service of process in any action or proceeding
      referred to in Section 10.09 by the mailing thereof
      by certified mail, return receipt requested, addressed as provided in Section 10.01(a), with a copy thereof to the “General
      Counsel” of such Person at such same address.

     

    Section
      10.10.  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.

     

    Section
      10.11.  Headings.  Article
      and Section headings and the Table of Contents used herein are for convenience
      of reference only, are not part of this Agreement and shall not affect the
      construction of, or be taken into consideration in interpreting, this
      Agreement.

     

    Section
      10.12.  Confidentiality.  Each
      of the Administrative Agent, the Collateral Agent, each Issuing Bank and the
      Lenders agrees to maintain the confidentiality of the Information (as defined
      below), except that Information may be disclosed (a) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel
      and other advisors involved in the financing provided for herein (it being
      understood that the Persons to whom such disclosure is made will be informed
      of
      the confidential nature of such Information and instructed to keep such
      Information confidential), (b) to the extent requested by any regulatory
      authority, (c) to the extent required by applicable laws or regulations or
      by
      any subpoena or similar legal process, applicable to it, (d) to any other party
      to this Agreement, (e) in connection with the exercise of any remedies hereunder
      or any suit, action or proceeding relating to this Agreement or the enforcement
      of rights hereunder, (f) subject to an agreement to comply with the provisions
      of this Section 10.12 or a separate agreement
      containing provisions substantially the same as those of this Section, to (i)
      any assignee of or Participant in, or any prospective assignee of or Participant
      in, any of its rights or obligations under this Agreement, (ii) any pledgee
      referred to in Section 10.04(e) or (iii) any actual
      or prospective counterparty (or its advisors) to any swap or derivative
      transaction relating to any Borrower and its obligations, (g) with the consent
      of a Borrower or (h) to the extent such Information (i) becomes publicly
      available other than as a result of a breach of this Section or (ii) becomes
      available to the Administrative Agent, the Collateral Agent, any Issuing Bank
      or
      any Lender on a nonconfidential basis from a source other than a Borrower or
      any
      of its Subsidiaries, the Administrative Agent, the Collateral Agent, any Issuing
      Bank or any other Lender.  For the purposes of this Section,
“Information” means all information received from a Borrower or
      any of its Subsidiaries relating to any Borrower or any of its Subsidiaries
      or
      its businesses, other than any such information that is available to the
      Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender
      on a
      nonconfidential basis prior to disclosure by such Borrower; provided
      that, in the case of information received from a Borrower after the date hereof,
      such information is clearly identified at the time of delivery as
      confidential.  Any Person required to maintain the confidentiality of
      Information as provided in this Section shall be considered to have complied
      with its obligation to do so if such Person has exercised the same degree of
      care to maintain the confidentiality of such Information as such Person would
      accord to its own confidential information; and nothing in the foregoing
      authorization shall apply to any disclosure that would constitute a violation
      of
      applicable federal and state securities laws.

     

    EACH
      LENDER
      ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 10.12 FURNISHED TO IT
      PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
      CONCERNING THE BORROWERS AND ITS AFFILIATES AND  THEIR RELATED PARTIES
      OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
      PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT
      WILL
      HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES
      AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
      LAWS.

     

    ALL
      INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
      BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
      ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
      CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, CREDIT PARTIES
      AND
      THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY,
      EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT
      HAS
      IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
      INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE
      WITH
      ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE
      SECURITIES LAWS.

     

    Section
      10.13.  Security
      Agreement.  Each of the Lenders, for itself and for each of its
      Affiliates, and each Issuing Bank hereby (i) approves the Security Agreement
      and
      (ii) irrevocably authorizes and directs the Collateral Agent, and any successor
      thereof appointed pursuant to Article 9, to take
      such actions on its behalf and to exercise such powers as are delegated to
      the
      Collateral Agent by the terms of the Security Agreement, together with such
      actions and powers as are reasonably incidental thereto.  The
      Collateral Agent is hereby authorized and directed to execute and deliver the
      Security Agreement on behalf of the Lenders.  Until the Final Payment
      Date shall have occurred, to the extent the Security Agreement amends, modifies
      or supplements any term or provision hereof, it shall constitute an amendment
      and modification to, and supplement of, this Agreement.  Each Lender
      that is now, or hereafter becomes, a party to this Agreement (including each
      Person that becomes a Lender pursuant to Section
      10.04) and each Person (including any Affiliate of a Lender that party to
      any Secured Hedging Agreement) otherwise claiming rights pursuant to this
      Agreement (a) consents to the provisions of the Security Agreement and (b)
      agrees by being or becoming a Lender hereunder or otherwise claiming any such
      rights, to become or be bound by the Security Agreement and each other document
      entered into by the Administrative Agent on behalf of the Secured Parties
      pursuant to the terms and provisions of the Security Agreement.

     

    Section
      10.14.  Amendment
      and Restatement and Continuing Effect.  This Agreement
      constitutes for all purposes an amendment and a restatement of the Existing
      Facility and as of the Effective Date all commitments or loans outstanding,
      or
      any letter of credit issued, under the Existing Facility shall constitute
      Commitments and Letters of Credit under this Agreement.  The Existing
      Facility, as amended and restated hereby, continues in full force and effect
      as
      so amended and restated by this Agreement.

     

    Section
      10.15.  USA
      Patriot Act.  Each Lender hereby notifies the Borrower that
      pursuant to the requirements of the Patriot Act, it is required to obtain,
      verify and record information that identifies the Borrower, which information
      includes the name and address of the Borrower and other information that will
      allow such Lender to identify the Borrower in accordance with the Patriot
      Act.

     

    Section
      10.16.  Releases.  (a)
      On the Effective Date, without further action by any party to the Loan
      Documents, (i) each Subsidiary listed on Schedule 10.16(a) (the
“Released Parties”) shall cease to be a Subsidiary Guarantor or
      a Borrower, (ii) each of the Released Parties shall cease to be a “Grantor”
under the Security Agreement, (iii) any property of a Released Party in which
      a
      security interest is granted by such Released Party pursuant to the Security
      Documents shall be released from such security interest and shall no longer
      constitute Collateral and (iv) the Released Parties shall cease to be parties
      to
      the Loan Documents or to have any rights or obligations thereunder.

     

    (b)  The
      Administrative
      Agent shall (i) from time to time upon the reasonable request of the Company,
      at
      the sole expense of the Company, execute and deliver to the Company such
      instruments and documents as the Company may reasonably request to fully effect
      solely the foregoing releases, terminations and discharges, and (ii) return
      to
      the Company any certificate or other instruments delivered to the Administrative
      Agent in connection with the Existing Credit Agreement and Security Documents
      all security interests in which are released pursuant to Section 10.16(a).

     

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                  Third
            Amended and
            Restated Credit
            Agreement      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              EL
                PASO CORPORATION

               

               

            
	
              By:

            	 
	
              Name:

            
	
              Title:

            


    

    


    


    
      	
              EL
                PASO NATURAL GAS COMPANY

               

               

            
	
              By:

            	 
	
              Name:

            
	
              Title:

            


    

    


    


    
      	
              TENNESSEE
                GAS PIPELINE COMPANY

               

               

            
	
              By:

            	 
	
              Name:

            
	
              Title:

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    


    
      	
              COLORADO
                INTERSTATE GAS COMPANY,

              solely
                as
                Borrower (as such term is defined under the Existing Facility) under
                the
                Existing Facility

               

               

            
	
              By:

            	 
	
              Name:

            
	
              Title:

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    


    
      	
              JPMORGAN
                CHASE BANK, N.A.,

              as
                Administrative Agent and as an Issuing Bank and as a Lender

               

               

            
	
              By:

            	
              /s/
                Robert
                Traband

            
	
              Name:Robert
                Traband

            
	
              Title:Executive
                Director