exhibit10c.htm


    
       

      EXHIBIT
        10.C

       

      
        

      

    

     

     

    EXECUTION
      VERSION 


     

     

    
      THIRD
        AMENDED AND RESTATED

       

      SUBSIDIARY
        GUARANTEE AGREEMENT

       

      


       

      made
        by

       

      


       

      CERTAIN
        SUBSIDIARIES OF

       

      


       

      EL
        PASO
        CORPORATION

       

      


       

      in
        favor
        of

       

      


       

      JPMORGAN
        CHASE BANK, N.A.,

       

      as
        Collateral
        Agent,

       

      for
        the benefit of
        the Secured Parties referred to herein

       

      


       

      Dated
        as of
        November 16, 2007

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


        TABLE
          OF
          CONTENTS

         

        


        


        
          	
                  ARTICLE
                    1

                  DEFINED
                    TERMS

                   

                	
                   Page

                
	
                  Section
                    1.01

                	 	
                  Definitions

                	
                  2

                
	
                  Section
                    1.02

                	 	
                  Other
                    Definitional Provisions

                	
                  3

                
	 	 	 	 
	
                  ARTICLE
                    2

                  GUARANTEE

                   

                	 
	
                  Section
                    2.01

                	 	
                  Guarantee

                	
                  4

                
	
                  Section
                    2.02

                	 	
                  Right
                    of
                    Contribution

                	
                  5

                
	
                  Section
                    2.03

                	 	
                  No
                    Subrogation

                	
                  5

                
	
                  Section
                    2.04

                	 	
                  Amendments,
                    etc. with Respect to The Guaranteed Obligations

                	
                  6

                
	
                  Section
                    2.05

                	 	
                  Guarantee
                    Absolute and Unconditional

                	
                  6

                
	
                  Section
                    2.06

                	 	
                  Reinstatement

                	
                  7

                
	
                  Section
                    2.07

                	 	
                  Payments

                	
                  7

                
	 	 	 	 
	
                  ARTICLE
                    3

                  MISCELLANEOUS

                   

                	 
	
                  Section
                    3.01

                	 	
                  Amendments
                    in Writing

                	
                  8

                
	
                  Section
                    3.02

                	 	
                  Notices

                	
                  8

                
	
                  Section
                    3.03

                	 	
                  No
                    Waiver
                    by Course of Conduct; Cumulative Remedies

                	
                  8

                
	
                  Section
                    3.04

                	 	
                  Enforcement
                    Expenses; Indemnification

                	
                  8

                
	
                  Section
                    3.05

                	 	
                  Successors
                    and Assigns

                	
                  9

                
	
                  Section
                    3.06

                	 	
                  Set-off

                	
                  9

                
	
                  Section
                    3.07

                	 	
                  Counterparts

                	
                  10

                
	
                  Section
                    3.08

                	 	
                  Severability

                	
                  10

                
	
                  Section
                    3.09

                	 	
                  Section
                    Headings

                	
                  10

                
	
                  Section
                    3.10

                	 	
                  Integration

                	
                  10

                
	
                  Section
                    3.11

                	 	
                  Governing
                    Law

                	
                  11

                
	
                  Section
                    3.12

                	 	
                  Submission
                    To Jurisdiction; Waivers

                	
                  11

                
	
                  Section
                    3.13

                	 	
                  Acknowledgements

                	
                  11

                
	
                  Section
                    3.14

                	 	
                  Releases

                	
                  12

                
	
                  Section
                    3.15

                	 	
                  WAIVER
                    OF
                    JURY TRIAL

                	
                  12

                
	
                  Section
                    3.16

                	 	
                  Sole
                    Right of Enforcement; Demand Not Required

                	
                  12

                
	 	 	 	 


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      THIRD
        AMENDED AND RESTATED

       

      SUBSIDIARY
        GUARANTEE AGREEMENT

       

      This
THIRD
        AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT (this
“Agreement”), dated as of November 16, 2007, made by each
        of
        the signatories hereto (each individually, a “Subsidiary
        Guarantor” and collectively, the “Subsidiary
        Guarantors”), in favor of JPMorgan Chase Bank, N.A.
        (“JPMCB”), as Collateral Agent (in such capacity, the
“Collateral Agent”) for the ratable benefit of (i) the
        banks
        and other financial institutions or entities (the “Lenders”)
        from time to time parties to the Third Amended and Restated Credit Agreement,
        dated as of November 16, 2007 (as amended, supplemented or otherwise modified
        from time to time, the “Credit Agreement”), among El Paso
        Corporation, a Delaware corporation (the “Company”), certain of
        its Subsidiaries as Pipeline Company Borrowers (the “Pipeline Company
        Borrowers”), the Lenders and JPMCB, as administrative agent and
        collateral agent thereunder, and (ii) the other Secured Parties (as defined
        in
        the Security Agreement identified below).

       

      W
        I T N E S
        S E T H:

       

      WHEREAS,
        pursuant to the Credit Agreement, the Lenders have severally agreed to make
        extensions of credit to the Company and the Pipeline Company Borrowers, the
        Issuing Banks have agreed to issue Letters of Credit and the Administrative
        Agent and the Collateral Agent have agreed to serve in such capacities, in
        each
        case upon the terms and subject to the conditions set forth
        therein;

       

      WHEREAS,
        the Subsidiary Guarantors and the Collateral Agent on behalf of the Lenders
        and
        other Secured Parties have entered into that certain Amended and Restated
        Subsidiary Guarantee Agreement dated as of July 31, 2006 (the “Existing
        Subsidiary Guarantee Agreement”) with respect to the guarantees made by
        the Subsidiary Guarantors to the Collateral Agent;

       

      WHEREAS,
        the Company and the Pipeline Company Borrowers are members of an affiliated
        group of companies that includes each Subsidiary Guarantor (the
“Affiliated Group”);

       

      WHEREAS,
        the Company, the Pipeline Company Borrowers and the Subsidiary Guarantors
        have
        entered into the Third Amended and Restated Security Agreement dated as of
        the
        date hereof (as amended, supplemented or otherwise modified from time to
        time,
        the “Security Agreement”) with the Collateral Agent and JPMCB,
        in its capacity as Depository Bank, pursuant to which, inter alia, the
        Company and the Subsidiary Guarantors have pledged certain property and assets
        as collateral to the Collateral Agent for the ratable benefit of the Secured
        Parties to secure the respective obligations of the Company and the Subsidiary
        Guarantors under the Credit Agreement and this Agreement; and

       

      WHEREAS,
        the proceeds of the extensions of credit made under the Credit Agreement
        may be
        used in part to enable the Borrowers to make valuable transfers to one or
        more
        of the Subsidiary Guarantors and the other Restricted Subsidiaries in connection
        with the operation of their respective businesses;

       

      WHEREAS,
        the Company, the Pipeline Company Borrowers, the Subsidiary Guarantors and
        the
        other Restricted Subsidiaries are engaged in related businesses, and each
        Subsidiary Guarantor will derive substantial direct and indirect benefit
        from
        the making and availability of the extensions of credit under the Credit
        Agreement; and

       

      WHEREAS,
        it is a condition precedent to the effectiveness of the Credit Agreement
        that
        the Subsidiary Guarantors shall have executed and delivered this Agreement
        to
        the Collateral Agent for the ratable benefit of the Secured
        Parties;

       

      NOW,
        THEREFORE, in consideration of the premises and to induce the Agents,
        the Issuing Banks and the Lenders to enter into the Credit Agreement, each
        Subsidiary Guarantor hereby agrees, jointly and severally, with the Collateral
        Agent, for the benefit of the Secured Parties that the Existing Subsidiary
        Guarantee Agreement shall be amended and restated in its entirety as
        follows:

       

      ARTICLE
        1

      Defined
        Terms

       

      Section
        1.01.  Definitions.  (a) Unless
        otherwise defined herein, terms defined in the Credit Agreement and/or the
        Security Agreement are used herein as therein defined.

       

      (b)  The
        following terms
        have the following meanings:

       

      “Agreement”:  has
        the meaning set forth in the introductory paragraph hereof.

       

      “Company”:  has
        the meaning set forth in the introductory paragraph hereof.

       

      “Credit
        Agreement”:  has the meaning set forth in the introductory
        paragraph hereof.

       

      “Guarantee
        Release Date” has the meaning set forth in Section
        2.01(d).

       

      “Guaranteed
        Obligations”:  means, with respect to each Subsidiary
        Guarantor, collectively, the payment obligations of the Company, the Pipeline
        Company Borrowers and each other Subsidiary Guarantor with respect to the
        Financing Documents to which such person is a party, in each case 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 the obligations of the Company, the Pipeline
        Company Borrowers, or any other Subsidiary Guarantor (as applicable) under
        the
        Financing Documents and any amendment, restatement or modification of any
        of the
        foregoing, including, in each case to the extent owing by the Company, the
        Pipeline Company Borrowers, or any Subsidiary Guarantor, as the case may
        be, the
        full and punctual payment when due of any unpaid principal, interest (including
        interest accruing at any post-default rate and Post-Petition Interest), fees,
        reimbursement obligations, guaranty obligations, penalties, indemnities,
        legal
        and other fees, charges and expenses, and amounts advanced and expenses incurred
        in order to (x) preserve any Collateral or the Transaction Liens and (y)
        preserve any other property pledged to secure such obligations as collateral
        or
        the Liens and security interests with respect thereto, whether due at stated
        maturity or by acceleration or otherwise.

       

      “Indemnified
        Party”:  has the meaning set forth in Section 3.04(a).

       

      “Lenders”:  has
        the meaning set forth in the introductory paragraph hereof.

       

      “Maximum
        Liability”:  has the meaning set forth in Section 2.01(b).

       

      “Pipeline
        Company Borrowers”:  has the meaning set forth in the
        introductory paragraph hereof.

       

      “Security
        Agreement”:  has the meaning set forth in the recitals
        hereof.

       

      “Subsidiary
        Guarantors”:  has the meaning set forth in the introductory
        paragraph hereof.

       

      Section
        1.02.  Other
        Definitional Provisions.  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, Appendices and Schedules
        shall be construed to refer to Articles and Sections of, and Exhibits,
        Appendices and Schedules to, this Agreement, (f) all references to “days” shall
        mean calendar days and (g) 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.  This Agreement is the result of
        negotiations among the parties hereto and their respective
        counsel.  Accordingly, this Agreement shall be deemed the product of
        all parties hereto, and no ambiguity in this Agreement shall be construed
        in
        favor of or against any Credit Party or any Secured Party.

       

      ARTICLE
        2 

      Guarantee

       

      Section
        2.01.  Guarantee.  (a) Each
        of the Subsidiary Guarantors hereby, jointly and severally, unconditionally
        and
        irrevocably, guarantees to the Collateral Agent, for the ratable benefit
        of the
        Secured Parties and their respective indorsees and transferees, the prompt
        and
        complete payment when due (whether at the stated maturity, by acceleration
        or
        otherwise) of the Guaranteed Obligations.

       

      (b)  Each
        Subsidiary
        Guarantor, and by its acceptance of this Agreement and the rights hereunder
        or
        benefits hereof the Collateral Agent and each other Secured Party, hereby
        agrees
        and confirms that (i) it is the intention of all such Persons that this
        Agreement and the obligations of such Subsidiary Guarantor under this Article
        2
        not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
        Law (as defined below), the Uniform Fraudulent Conveyance Act (as adopted
        by any
        applicable state), the Uniform Fraudulent Transfer Act (as adopted by any
        applicable state) or any similar foreign, federal or state law to the extent
        applicable to this Agreement and the obligations of such Subsidiary Guarantor
        under this Article 2 and (ii) the aggregate liability of each Subsidiary
        Guarantor under this Article 2 and under the other Security Documents at
        any
        time (but after giving effect to the right of contribution described in Section 2.02) shall not exceed the maximum amount (as
        to any Subsidiary Guarantor, its “Maximum Liability”) that will
        result in the aggregate obligations of such Subsidiary Guarantor under this
        Article 2 and under the Security Documents not constituting a fraudulent
        transfer or conveyance under Bankruptcy Law or any of the other aforementioned
        acts and laws.  For purposes hereof, “Bankruptcy Law”
means the Bankruptcy Code, or any similar foreign, federal
        or state law for the
        relief of debtors.

       

      (c)  Each
        Subsidiary
        Guarantor agrees that the Guaranteed Obligations may at any time and from
        time
        to time exceed the Maximum Liability of such Subsidiary Guarantor hereunder
        without impairing the guarantee contained in this Article 2 or affecting
        the
        rights and remedies of the Collateral Agent or any Secured Party
        hereunder.

       

      (d)  The
        guarantee
        contained in this Article 2 shall remain in full force and effect until the
        later (the “Guarantee Release Date”) of (i) the Final Payment
        Date and (ii) the date on which all payment obligations, if any, of each
        Subsidiary Guarantor in respect of the Guaranteed Obligations and the payment
        obligations, if any, under the guarantee contained in this Article 2 shall
        have
        been satisfied by indefeasible payment in full in cash.

       

      (e)  No
        payment or
        payments made by the Company, any Pipeline Company Borrower, any of the
        Subsidiary Guarantors, any other guarantor or any other Person, or received
        or
        collected by the Collateral Agent or any Secured Party from the Company,
        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 Guaranteed Obligations shall be deemed to modify, reduce, release
        or otherwise affect the liability of any Subsidiary Guarantor under this
        Article
        2 which shall, notwithstanding any such payment or payments (other than any
        payment or payments made by such Subsidiary Guarantor in respect of the
        Guaranteed Obligations or any payment received or collected from such Subsidiary
        Guarantor in respect of Guaranteed Obligations), remain liable for the
        Guaranteed Obligations up to the Maximum Liability of such Subsidiary Guarantor
        under this Article 2 until the Guarantee Release Date.

       

      Section
        2.02.  Right
        of Contribution.  Each Subsidiary Guarantor hereby agrees that to
        the extent that a Subsidiary Guarantor shall have paid or be obligated to
        pay
        more than its proportionate share of any payment made hereunder, such Subsidiary
        Guarantor shall be entitled to contribution from and against any other
        Subsidiary Guarantor that has not paid its proportionate share of such
        payment.  Each Subsidiary Guarantor’s right of contribution shall be
        subject to the terms and conditions of Section
        2.03.  The provisions of this Section
        2.02 shall in no respect limit the obligations and liabilities of any
        Subsidiary Guarantor to the Collateral Agent and the Secured Parties, and
        each
        Subsidiary Guarantor shall remain liable to the Collateral Agent and the
        Secured
        Parties for the full amount guaranteed by such Subsidiary Guarantor
        hereunder.

       

      Section
        2.03.  No
        Subrogation.  Notwithstanding any payment made by any Subsidiary
        Guarantor hereunder or any set-off or application of funds of any Subsidiary
        Guarantor by the Collateral Agent or any Secured Party, no Subsidiary Guarantor
        shall be entitled to be subrogated to any of the rights of the Collateral
        Agent
        or any Secured Party against the Company or any other Subsidiary Guarantor
        or
        any collateral security or guarantee or right of offset held by the Collateral
        Agent or any Secured Party for the payment of Guaranteed Obligations, nor
        shall
        any Subsidiary Guarantor seek or be entitled to seek any contribution or
        reimbursement from the Company or any other Subsidiary Guarantor in respect
        of
        payments made by such Subsidiary Guarantor hereunder, until the Guarantee
        Release Date.  If any amount shall be paid to any Subsidiary Guarantor
        on account of such subrogation rights prior to the Guarantee Release Date,
        such
        amount shall be held by such Subsidiary Guarantor in trust for the Collateral
        Agent and the Secured Parties, segregated from other funds of such Subsidiary
        Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor,
        be
        turned over to the Collateral Agent in the exact form received by such
        Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the
        Collateral Agent, if required), to be applied against Guaranteed Obligations,
        whether matured or unmatured, in accordance with the terms and provisions
        of the
        Credit Agreement and Security Agreement.

       

      Section
        2.04.  Amendments,
        etc. with Respect to The Guaranteed Obligations.  Each Subsidiary
        Guarantor shall remain obligated under this Article 2 notwithstanding that,
        without any reservation of rights against such Subsidiary Guarantor and without
        notice to or further assent by such Subsidiary Guarantor, (a) any demand
        for
        payment of any of the Guaranteed Obligations made by the Collateral Agent
        or any
        other Secured Party may be rescinded by the Collateral Agent or any other
        Secured Party and any of the Guaranteed Obligations continued, (b) any
        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 the Collateral Agent or any Secured Party, and
        (c)
        the Credit Agreement or the other Financing Documents and any other documents
        executed and delivered in connection therewith, in each case may be amended,
        modified, supplemented or terminated, in whole or in part, pursuant to the
        terms
        and conditions of each such applicable document from time to time, and any
        collateral security, guarantee or right of offset at any time held by the
        Collateral Agent or any other Secured Party for the payment of any Guaranteed
        Obligations may be sold, exchanged, waived, surrendered or
        released.

       

      Section
        2.05.  Guarantee
        Absolute and Unconditional.  Each Subsidiary Guarantor waives any
        and all notice of the creation, renewal, extension or accrual of any of the
        Guaranteed Obligations and notice of or proof of reliance by the Collateral
        Agent or any other Secured Party upon the guarantee contained in this Article
        2
        or acceptance of the guarantee contained in this Article 2.  Each
        Subsidiary Guarantor waives diligence, presentment, protest, demand for payment,
        notice of intent to accelerate, notice of acceleration and notice of default
        or
        nonpayment to or upon the Company, any Pipeline Company Borrower or any of
        the
        Subsidiary Guarantors with respect to Guaranteed Obligations.  Each
        Subsidiary Guarantor understands and agrees that the guarantee contained
        in this
        Article 2 shall be construed as a continuing, absolute, irrevocable and
        unconditional guarantee of payment without regard to (a) the validity or
        enforceability or perfection of the Credit Agreement or any other Financing
        Document, any of the 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 the Collateral Agent or any Secured Party, (b)
        any
        defense, set-off or counterclaim whatsoever (other than a defense of payment
        or
        performance) which may at any time be available to or be asserted by the
        Company
        or any other Person against the Collateral Agent or any other Secured Party,
        or
        (c) any other circumstance whatsoever (with or without notice to or knowledge
        of
        the Company or such Subsidiary Guarantor or any other Credit Party), other
        than
        payment or performance, which constitutes, or might be construed to constitute,
        an equitable or legal discharge of the Company, any Pipeline Company Borrower
        or
        any other Subsidiary Guarantor for any of its respective portion of the
        Guaranteed Obligations or of such Subsidiary Guarantor under the guarantee
        contained in this Article 2, in bankruptcy or in any other
        instance.  When making any demand hereunder or otherwise pursuing its
        rights and remedies hereunder against any Subsidiary Guarantor, the Collateral
        Agent 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 the Company,
        any Pipeline Company Borrower, any other Subsidiary Guarantor or any other
        Person or against any collateral security or guarantee for the Guaranteed
        Obligations or any right of offset with respect thereto, and any failure
        by the
        Collateral Agent to make any such demand, to pursue such other rights or
        remedies or to collect any payments from the Company, any Pipeline Company
        Borrower, any other 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 the Company, any Pipeline Company Borrower, any
        other
        Subsidiary Guarantor or any other Person or any such collateral security,
        guarantee or right of offset, shall not relieve such Subsidiary Guarantor
        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 the
        Collateral Agent against such Subsidiary Guarantor.  For the purposes
        hereof “demand” shall include the commencement and continuance of any
        legal proceedings.

       

      Section
        2.06.  Reinstatement.  The
        guarantee contained in this Article 2 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 Guaranteed Obligations is rescinded or must otherwise be restored
        or
        returned by the Collateral Agent or any Secured Party 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 property, or otherwise,
        all
        as though such payments had not been made.

       

      Section
        2.07.  Payments.  Each
        Subsidiary Guarantor hereby agrees that payments required to be made by it
        hereunder will be paid to the Collateral Agent without set-off or counterclaim
        in dollars at the office of the Collateral Agent identified in Section 9.04
        of
        the Security Agreement.

       

      ARTICLE
        3

      Miscellaneous

       

      Section
        3.01.  Amendments
        in Writing.  None of the terms or provisions of this Agreement
        may be waived, amended, supplemented or otherwise modified except in accordance
        with Section 9.02 of the Security Agreement and Section 10.02 of the Credit
        Agreement.

       

      Section
        3.02.  Notices.  All
        notices, requests and demands to or upon the Collateral Agent or any Subsidiary
        Guarantor hereunder shall be effected in the manner provided for in Section
        9.04
        of the Security Agreement.

       

      Section
        3.03.  No
        Waiver by Course of Conduct; Cumulative Remedies.  Neither the
        Collateral Agent nor any other Secured Party shall by any act (except by
        a
        written instrument in accordance with Section 3.01),
        delay, indulgence, omission or otherwise be deemed to have waived any right
        or
        remedy hereunder or to have acquiesced in any Default.  No failure to
        exercise, nor any delay in exercising, on the part of the Collateral Agent
        or
        any Secured Party, any right, power or privilege hereunder shall operate
        as a
        waiver thereof.  No single or partial exercise of any right, power or
        privilege hereunder shall preclude any other or further exercise thereof
        or the
        exercise of any other right, power or privilege.  A waiver by the
        Collateral Agent or any Secured Party of any right or remedy hereunder on
        any
        one occasion shall not be construed as a bar to any right or remedy which
        the
        Collateral Agent or any Secured Party would otherwise have on any future
        occasion.  The rights and remedies herein provided are cumulative, may
        be exercised singly or concurrently and are not exclusive of any other rights
        or
        remedies provided by law.

       

      Section
        3.04.  Enforcement
        Expenses; Indemnification.

       

      (a)  Each
        Subsidiary
        Guarantor (without duplication) agrees to indemnify, defend and save and
        hold
        harmless the Collateral Agent, each other Secured Party and each of their
        respective Affiliates and their respective officers, directors, employees,
        agents, advisors and trustees (each, an “Indemnified Party”)
        from and against, and (without duplication) shall pay, any and all claims,
        damages, losses, liabilities and expenses (including reasonable fees and
        expenses of counsel) that may be incurred by or asserted or awarded against
        any
        Indemnified Party, in each case arising out of or in connection with or as
        a
        result of the execution or delivery of this Agreement or the performance
        by the
        Subsidiary Guarantors of their respective obligations hereunder, except to
        the
        extent such claim, damage, loss, liability or expense is found in a final,
        nonappealable judgment by a court of competent jurisdiction to have resulted
        from, or to be attributable to, the gross negligence or willful misconduct
        of
        such Indemnified Party or its employees or agents.

       

      (b)  Each
        Subsidiary
        Guarantor (without duplication) will pay to the Collateral Agent the amount
        of
        any and all reasonable out-of-pocket expenses, including the reasonable fees
        and
        expenses of its counsel and of any experts and agents, that the Collateral
        Agent
        may incur in connection with (i) the administration of this Agreement, (ii)
        the
        exercise or enforcement of any of the rights of the Collateral Agent or any
        other Secured Party hereunder or (iii) the failure by such Subsidiary Guarantor
        to perform or observe any of the provisions hereof required to be performed
        or
        observed by it.

       

      (c)  Each
        Subsidiary
        Guarantor (without duplication) shall pay or reimburse the Collateral Agent
        for
        any transfer taxes or other taxes relating to or incurred in connection with
        this Agreement and shall indemnify and hold harmless the Collateral Agent
        and
        each other Secured Party from any amounts that it is obligated to pay in
        the way
        of such taxes.

       

      (d)  Each
        Subsidiary
        Guarantor (without duplication) agrees to indemnify and hold harmless the
        Collateral Agent (in its agency capacity), and each other Secured Party from,
        and shall reimburse the Collateral Agent (in its agency capacity) and each
        other
        Secured Party for any present or future claim for liability for any stamp
        or
        other similar tax and any penalties or interest with respect thereto, which
        may
        be assessed, levied or collected by any jurisdiction in connection with this
        Agreement.

       

      (e)  The
        indemnities and
        reimbursement provided by the Subsidiary Guarantors pursuant to this Agreement
        shall survive the expiration, cancellation, termination or modification of
        this
        Agreement, the resignation or removal of the Collateral Agent, and the provision
        of any subsequent or additional indemnity or any agreement to reimburse by
        any
        Person.

       

      (f)  All
        amounts due
        under this Section 3.04 shall be payable not later
        than 30 days after the delivery of written demand to the applicable Subsidiary
        Guarantor therefor.

       

      Section
        3.05.  Successors
        and Assigns.  This Agreement shall be binding upon the successors
        and assigns of each Subsidiary Guarantor and shall inure to the benefit of
        the
        Collateral Agent and its successors and assigns for the ratable benefit of
        the
        Secured Parties and their successors and assigns; provided that, except
        in connection with a transaction expressly permitted by Section 6.05 of the
        Credit Agreement, no Subsidiary Guarantor may assign, transfer or delegate
        any
        of its rights or obligations under this Agreement without the prior written
        consent of the Collateral Agent.

       

      Section
        3.06.  Set-off.  Each
        Subsidiary Guarantor hereby irrevocably authorizes the Collateral Agent and
        each
        Secured Party at any time and from time to time while an Event of Default
        shall
        have occurred and be continuing, without prior notice to such Subsidiary
        Guarantor or any other Subsidiary Guarantor, any such notice being expressly
        waived by each Subsidiary Guarantor, to set-off and appropriate and apply
        any
        and all deposits (general or special, time or demand, provisional or final),
        in
        any currency, and any other credits, indebtedness or claims, in any currency,
        in
        each case whether direct or indirect, absolute or contingent, matured or
        unmatured, at any time held or owing by the Collateral Agent or such Secured
        Party to or for the credit or the account of such Subsidiary Guarantor, or
        any
        part thereof in such amounts as the Collateral Agent or such Secured Party
        may
        elect, subject in all respects to the terms and provisions of the Credit
        Agreement, against and on account of the obligations and liabilities of such
        Subsidiary Guarantor to the Collateral Agent or such Secured Party hereunder
        or
        under the other Loan Documents and claims of every nature and description
        of the
        Collateral Agent or such Secured Party against such Subsidiary Guarantor,
        in any
        currency, whether arising hereunder, under the Credit Agreement or any other
        Loan Document, as the Collateral Agent or such Secured Party may elect, subject
        in all respects to the terms and provisions of the Credit Agreement, whether
        or
        not the Collateral Agent or such Secured Party has made any demand for payment
        and although such obligations, liabilities and claims may be contingent or
        unmatured.  The Collateral Agent or the applicable Secured Party shall
        notify such Subsidiary Guarantor promptly of any such set-off and the
        application made by the Collateral Agent or such Secured Party of the proceeds
        thereof, provided that the failure to give such notice shall not affect
        the validity of such set-off and application.  The rights of the
        Collateral Agent and the Secured Parties under this Section 3.06 are in addition to other rights and
        remedies (including, without limitation, other rights of set-off) which the
        Collateral Agent and the Secured Party may have under Applicable Law pursuant
        to
        the terms and provisions of the Credit Agreement.

       

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

       

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

       

      Section
        3.09.  Section
        Headings.  The Section headings used in this Agreement are for
        convenience of reference only and are not to affect the construction hereof
        or
        be taken into consideration in the interpretation hereof.

       

      Section
        3.10.  Integration.  This
        Agreement and the other Loan Documents to which each Subsidiary Guarantor
        is a
        party represent the agreement of such Subsidiary Guarantor, the Collateral
        Agent
        and the Secured Parties with respect to the subject matter hereof and thereof,
        and there are no promises, undertakings, representations or warranties by
        the
        Collateral Agent or any Secured Party relative to the subject matter hereof
        and
        thereof not expressly set forth or referred to herein or in such other Loan
        Documents.

       

      Section
        3.11.  Governing
        Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
        ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

       

      Section
        3.12.  Submission
        To Jurisdiction; Waivers.  Each Subsidiary Guarantor hereby
        irrevocably and unconditionally:

       

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

       

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

       

      (c)  agrees
        that service
        of process in any such action or proceeding may be effected by mailing a
        copy
        thereof by registered or certified mail (or any substantially similar form
        of
        mail), postage prepaid, to such Subsidiary Guarantor at its address referred
        to
        in Section 3.02 or at such other address of which
        the Collateral Agent shall have been notified pursuant thereto;

       

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

       

      (e)  waives,
        to the
        maximum extent not prohibited by law, any right it may have to claim or recover
        in any legal action or proceeding referred to in this Section 3.12 any special, indirect, exemplary, punitive
        or consequential damages.

       

      Section
        3.13.  Acknowledgements.  Each
        Subsidiary Guarantor hereby acknowledges that:

       

      (a)  it
        has been advised
        by counsel in the negotiation, execution and delivery of this Agreement and
        the
        other Loan Documents to which it is a party;

       

      (b)  neither
        the
        Collateral Agent nor any Secured Party has any fiduciary relationship with
        or
        duty to such Subsidiary Guarantor arising out of or in connection with this
        Agreement or any of the other Loan Documents, and the relationship between
        the
        Subsidiary Guarantors, on the one hand, and the Collateral Agent and the
        Secured
        Parties, on the other hand, in connection herewith or therewith is solely
        that
        of debtor and creditor; and

       

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

       

      Section
        3.14.  Releases.  (a)
        On the Guarantee Release Date this Agreement and all obligations (other than
        those expressly stated to survive such termination and in all cases subject
        to
Section 2.06 hereof) of each Subsidiary Guarantor
        and any other party hereto shall terminate, all without delivery of any
        instrument or performance of any act by any Person.  At the request
        and sole expense of the Company or any Subsidiary Guarantor following any
        such
        termination, the Collateral Agent shall promptly execute and deliver to the
        Company or such Subsidiary Guarantor, as the case may be, such agreements,
        instruments and other documents as such Subsidiary Guarantor shall reasonably
        request to evidence such termination.

       

      (b)
        On the date
        hereof, without further action by any party to this Agreement or the Existing
        Subsidiary Guarantee Agreement, each of the Released Parties shall cease
        to be a
        Subsidiary Guarantor under the Existing Subsidiary Guarantee Agreement, and
        shall not be deemed a Subsidiary Guarantor under this Agreement.

       

      Section
        3.15.  WAIVER
        OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY
        AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
        RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY
        AND
        FOR ANY COUNTERCLAIM THEREIN.

       

      Section
        3.16.  Sole
        Right of Enforcement; Demand Not Required.  Notwithstanding any
        other provision of this Agreement, no Secured Party other than the Collateral
        Agent shall have the right to take any Enforcement Action with respect to
        this
        Agreement and all such Enforcement Actions shall be effected solely through
        the
        Collateral Agent.  No reference in this Agreement to the Collateral
        Agent’s making a demand for payment under this Agreement shall be construed to
        mean that such a demand is required in order to cause any obligation under
        this
        Agreement to become due and payable, it being understood that obligations
        under
        this Agreement shall become due and payable as, and at such time as, provided
        in
Section 2.01(a).

       

      [Remainder
        of Page Intentionally Left Blank]

       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated
        Subsidiary Guarantee Agreement to be duly executed and delivered as of the
        date
        first above written.

       

      
        	
                SUBSIDIARY
                  GUARANTORS:

              	
                EL
                  PASO EPNG
                  INVESTMENTS, L.L.C.

                 

              
	 	 
	 	
                By:

              	 /s/
                John Hopper
	 	
                Name:
                  John
                  Hopper

              
	 	
                Title:  
                  Vice President

              


      

      


      


      
        	
                EL
                  PASO
                  TENNESSEE PIPELINE CO.

                 

                 

              
	
                By:

              	 /s/
                John Hopper
	
                Name:
                  John
                  Hopper

              
	
                Title:  
                  Vice President

              


      

      


      


      
        	
                EL
                  PASO TGPC
                  INVESTMENTS, L.L.C.

                 

                 

              
	
                By:

              	 /s/
                John Hopper
	
                Name:
                  John
                  Hopper

              
	
                Title:  
                  Vice President

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      
        	
                RELEASED
                  PARTIES:

              	
                EL
                  PASO CNG
                  COMPANY, L.L.C.

                 

              
	 	 
	 	
                By:   

              	 /s/
                John Hopper
	 	
                Name:
                  John Hopper

              
	 	
                Title:  
Vice
                  President

              


      

      


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

                 

                 

              
	
                By:

              	 /s/
                John Hopper
	
                Name:
                  John
                  Hopper

              
	
                Title:  
                  Vice President

              


      

      


      
        	
                EPPP
                  CIG GP
                  HOLDINGS, L.L.C.

                 

                 

              
	
                By:

              	 /s/
                John Hopper
	
                Name:
                  John
                  Hopper

              
	
                Title:  
                  Vice President