TENNESSEE GAS PIPELINE CO
AMENDED 3-YEAR REVOLVING CREDIT & COMPETITIVE AGMT
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>4
<FILENAME>h97436exv10wb.txt
<DESCRIPTION>AMENDED 3-YEAR REVOLVING CREDIT & COMPETITIVE AGMT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.B


================================================================================

                               EL PASO CORPORATION
                        (fka El Paso Energy Corporation)

                                   ----------



                              AMENDED AND RESTATED
                              $1,000,000,000 3-YEAR
                        REVOLVING CREDIT AND COMPETITIVE
                           ADVANCE FACILITY AGREEMENT
                            Dated as of June 27, 2002

                           Amending and Restating the
                              $1,000,000,000 3-YEAR
                        REVOLVING CREDIT AND COMPETITIVE
                           ADVANCE FACILITY AGREEMENT
                           Dated as of August 4, 2000

                                   ----------

                               JPMORGAN CHASE BANK
                         (fka The Chase Manhattan Bank),
                            as Administrative Agent,
                                CAF Advance Agent
                               and an Issuing Bank


                     CITIBANK, N.A. and ABN AMRO BANK N.V.,
                           as Co-Documentation Agents


                             BANK OF AMERICA, N.A.,
                              as Syndication Agent



================================================================================

<PAGE>




                                TABLE OF CONTENTS


<Table>
<Caption>

                                                                                                  Page
                                                                                                  ----

<S>                                                                                               <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.........................................................1

          SECTION 1.1.   Certain Defined Terms.....................................................1

          SECTION 1.2.   Computation of Time Periods..............................................15

          SECTION 1.3.   Accounting Terms.........................................................15

          SECTION 1.4.   References...............................................................15

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES......................................................15

          SECTION 2.1.   The Revolving Credit Advances............................................15

          SECTION 2.2.   Making the Revolving Credit Advances.....................................16

          SECTION 2.3.   Evidence of Debt.........................................................17

          SECTION 2.4.   CAF Advances.............................................................17

          SECTION 2.5.   Procedure for CAF Advance Borrowings.....................................17

          SECTION 2.6.   CAF Advance Payments.....................................................20

          SECTION 2.7.   Evidence of Debt.........................................................20

          SECTION 2.8.   Fees.....................................................................21

          SECTION 2.9.   Reduction of the Commitments.............................................22

          SECTION 2.10.   Repayment of Advances...................................................22

          SECTION 2.11.   Interest on Revolving Credit Advances...................................22

          SECTION 2.12.   Additional Interest on Eurodollar Rate Advances.........................23

          SECTION 2.13.   Interest Rate Determination.............................................23

          SECTION 2.14.   Voluntary Conversion of Advances........................................24

          SECTION 2.15.   Optional and Mandatory Prepayments......................................25

          SECTION 2.16.   Increased Costs.........................................................25

          SECTION 2.17.   Increased Capital.......................................................26

          SECTION 2.18.   Illegality..............................................................27

          SECTION 2.19.   Pro Rata Treatment, Payments and Computations...........................27

          SECTION 2.20.   Taxes...................................................................28

          SECTION 2.21.   Sharing of Payments, Etc................................................30

          SECTION 2.22.   Use of Proceeds.........................................................30

          SECTION 2.23.   Extension of Stated Termination Date....................................30

          SECTION 2.24.   Letters of Credit.......................................................32

          SECTION 2.25.   Replacement of Lenders, Issuing Banks, Etc..............................35
</Table>


                                       i

<PAGE>
<Table>
<S>                                                                                               <C>
ARTICLE III CONDITIONS OF EFFECTIVENESS AND LENDING...............................................36

          SECTION 3.1.   Conditions Precedent to Effectiveness of this Agreement..................36

          SECTION 3.2.   Conditions Precedent to Initial Advances, Etc............................36

          SECTION 3.3.   Conditions Precedent to Initial Advances to Any Borrowing Subsidiary,
                           Etc....................................................................37

          SECTION 3.4.   Conditions Precedent to Each Borrowing, Etc..............................37

ARTICLE IV REPRESENTATIONS AND WARRANTIES.........................................................38

          SECTION 4.1.   Representations and Warranties of the Borrowers..........................38

ARTICLE V COVENANTS OF THE BORROWERS..............................................................40

          SECTION 5.1.   Affirmative Covenants....................................................40

          SECTION 5.2.   Negative Covenants.......................................................41

          SECTION 5.3.   Reporting Requirements...................................................45

          SECTION 5.4.   Restrictions on Material Subsidiaries....................................47

ARTICLE VI GUARANTEES.............................................................................47

          SECTION 6.1.   Guarantees...............................................................47

          SECTION 6.2.   No Subrogation...........................................................47

          SECTION 6.3.   Amendments, etc. with respect to the Obligations; Waiver of Rights.......48

          SECTION 6.4.   Guarantee Absolute and Unconditional.....................................48

          SECTION 6.5.   Reinstatement............................................................49

ARTICLE VII EVENTS OF DEFAULT.....................................................................49

          SECTION 7.1.   Event of Default.........................................................49

ARTICLE VIII THE ADMINISTRATIVE AGENT AND THE CAF ADVANCE AGENT...................................52

          SECTION 8.1.   Authorization and Action.................................................52

          SECTION 8.2.   Administrative Agent's and CAF Advance Agent's Reliance, Etc.............52

          SECTION 8.3.   JPMorgan and Affiliates..................................................53

          SECTION 8.4.   Lender Credit Decision...................................................53

          SECTION 8.5.   Indemnification..........................................................53

          SECTION 8.6.   Successor Administrative Agent and CAF Advance Agent.....................53

          SECTION 8.7.   Syndication Agent; Co-Documentation Agents...............................54

ARTICLE IX MISCELLANEOUS..........................................................................54

          SECTION 9.1.   Amendments, Etc..........................................................54

          SECTION 9.2.   Notices, Etc.............................................................55

          SECTION 9.3.   No Waiver; Remedies......................................................55

          SECTION 9.4.   Costs and Expenses; Indemnity............................................55

          SECTION 9.5.   Right of Set-Off.........................................................56
</Table>



                                       ii
<PAGE>
<Table>
<S>                                                                                               <C>
          SECTION 9.6.   Binding Effect...........................................................56

          SECTION 9.7.   Assignments and Participations...........................................57

          SECTION 9.8.   Confidentiality..........................................................59

          SECTION 9.9.   Consent to Jurisdiction..................................................59

          SECTION 9.10.   GOVERNING LAW...........................................................60

          SECTION 9.11.   Rate of Interest........................................................60

          SECTION 9.12.   Execution in Counterparts...............................................60

          SECTION 9.13.   Continuing Effect.......................................................60
</Table>


                                    SCHEDULE

Schedule I        Commitments


                                      iii

<PAGE>


                                    EXHIBITS

Exhibit A              Form of Note
Exhibit B              Form of Notice of Borrowing
Exhibit C              Form of CAF Advance Request
Exhibit D              Form of CAF Advance Offer
Exhibit E              Form of CAF Advance Confirmation
Exhibit F              Form of Assignment and Acceptance
Exhibit G              Form of Opinion of [Associate General][Senior] Counsel
                          of the Company
Exhibit H              Form of Opinion of New York Counsel to the Company
Exhibit I              Form of Process Agent Letter
Exhibit J              Form of Joinder Agreement
Exhibit K              Form of Opinion of [Associate General][Senior] Counsel
                          of the Company
Exhibit L              Form of Opinion of New York Counsel to the Company
Exhibit M              Form of Extension Request



                                       iv
<PAGE>



                  AMENDED AND RESTATED $1,000,000,000 3-YEAR REVOLVING CREDIT
AND COMPETITIVE ADVANCE FACILITY AGREEMENT, dated as of June 27, 2002, amending
and restating the $1,000,000,000 3-Year Revolving Credit and Competitive Advance
Facility Agreement, dated as of August 4, 2000 (the "Original Agreement"), among
EL PASO CORPORATION (fka El Paso Energy Corporation), a Delaware corporation
(the "Company"), EL PASO NATURAL GAS COMPANY, a Delaware corporation ("EPNGC"),
TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation ("Tennessee"), EL PASO
CGP COMPANY ("CGP"), the several banks and other financial institutions from
time to time parties to this Agreement (the "Lenders"), JPMORGAN CHASE BANK (fka
The Chase Manhattan Bank), a New York banking corporation, as administrative
agent (in such capacity, the "Administrative Agent") and as CAF Advance Agent
(in such capacity, the "CAF Advance Agent") for the Lenders hereunder, and as an
Issuing Bank, CITIBANK, N.A. and ABN AMRO BANK N.V., as co-documentation agents
(in such capacity, the "Co-Documentation Agents") for the Lenders, and BANK OF
AMERICA, N.A., as syndication agent (in such capacity, the "Syndication Agent")
for the Lenders.

                  The parties hereto hereby agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.1. Certain Defined Terms. As used in this Agreement,
the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

                  "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.

                  "Advance" means an advance by a Lender to any Borrower
         pursuant to Article II, and refers to a Base Rate Advance, a Eurodollar
         Rate Advance or a CAF Advance.

                  "Affiliate" means as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         The term "control" (including the terms "controlled by" or "under
         common control with") means, with respect to any Person, the
         possession, direct or indirect, of the power to vote 20% or more of the
         securities having ordinary voting power for the election of directors
         of such Person or to direct or cause the direction of the management
         and policies of such Person, whether through ownership of voting
         securities or by contract or otherwise. Neither a director nor any
         officer of a Person, in such capacity, shall be deemed an "Affiliate"
         of such Person for purposes of this Agreement.

                  "Agreement" means the Original Agreement, as amended and
         restated by this Amended and Restated $1,000,000,000 3-Year Revolving
         Credit and Competitive Advance Facility, as further amended,
         supplemented or otherwise modified from time to time.

                  "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 which is in addition to or


                                       1
<PAGE>

         in replacement of the program evidenced by either Receivables Purchase
         and Sale Agreement (whether or not either Receivables Purchase and Sale
         Agreement shall then be in effect), provided that such program is on
         terms (a) substantially similar to either Receivables Purchase and Sale
         Agreement (as modified to comply with FASB 125 or similar policies or
         guidelines from time to time in effect) or (b) customary for similar
         transactions as reasonably determined by the Administrative Agent.

                  "Applicable Eurodollar Rate Margin" with respect to any
         Eurodollar Rate Advance to any Borrower means for any day the rate per
         annum set forth below opposite the applicable S&P Bond Rating and
         Moody's Bond Rating in effect on such day for such Borrower:

<Table>
<Caption>
                   Bond Rating                                                         Applicable Eurodollar
                  (S&P/Moody's)                          Level                              Rate Margin
                  -------------                          -----                         ---------------------
<S>                                                      <C>                           <C>

              A/A2 or higher                                I                                  .320%
              A-/A3                                        II                                  .410%
              BBB+/Baa1                                   III                                  .525%
              BBB/Baa2                                     IV                                  .625%
              BBB-/Baa3                                     V                                  .800%
              BB+/Ba1 or lower                             VI                                 1.000%;
</Table>

         provided that (i) if the Bond Ratings for any Borrower do not fall
         within the same Level, the Applicable Eurodollar Rate Margin applicable
         to such day will be the percentage opposite the Bond Rating that is at
         the higher level (Level I being the highest and Level VI being the
         lowest Level), (ii) in the event a Bond Rating for a Borrower is not
         available from one of the Rating Agencies, the Applicable Eurodollar
         Rate Margin will be based on the Bond Rating of the other Rating
         Agency, (iii) in the event a Bond Rating for the Company is available
         from none of the Rating Agencies, the Applicable Eurodollar Rate Margin
         for the Company will be the percentage opposite Level VI, and (iv) in
         the event a Bond Rating for a Borrowing Subsidiary is available from
         none of the Rating Agencies, the Applicable Eurodollar Rate Margin for
         such Borrower will be determined using the Bond Ratings of the Company
         (unless there is another Borrower (the "Intermediate Parent") that
         directly or indirectly owns 100% of the common stock of such Borrower
         and the Intermediate Parent has a Bond Rating in effect, in which case,
         the Applicable Eurodollar Rate Margin for such Borrower will be
         determined using the Bond Ratings of the Intermediate Parent of such
         Borrower); provided, that for each day on which the Revolving Credit
         Exposure hereunder is equal to or greater than 25% of the aggregate
         amount of the total Commitments hereunder, the Applicable Eurodollar
         Rate Margin for each Borrower will be increased by .25% for such day.

                  "Applicable LIBO Rate" means in respect of any CAF Advance
         requested pursuant to a LIBO Rate CAF Advance Request, an interest rate
         per annum equal to the rate which appears on Page 3750 of the Telerate
         Service (or any successor or substitute page of such Service, or any
         successor to or substitute for such service providing rate quotations
         comparable to those currently provided on such page of such service, as
         determined 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) as at approximately 11:00 A.M., London
         time, two Business Days prior to the beginning of the period for which
         such CAF Advance is to be outstanding as the rate for Dollar deposits
         with a maturity comparable to such period.



                                       2
<PAGE>

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Administrative Agent, in substantially the form of Exhibit F.

                  "Base Rate" means for any day, a rate per annum (adjusted to
         the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, rounded
         upwards to the next highest 1/16 of 1%) equal to the greater of (a) the
         Prime Rate in effect on such day and (b) the Effective Federal Funds
         Rate in effect on such day plus 1/2 of 1%. Any change in the Base Rate
         due to a change in the Prime Rate or the Effective Federal Funds Rate
         shall be effective as of the opening of business on the effective day
         of such change in the Prime Rate or the Effective Federal Funds Rate,
         respectively.

                  "Base Rate Advance" means an Advance which bears interest as
         provided in Section 2.11(a)(i).

                  "Bond Rating" means a rating assigned to a Borrower's senior
         long-term unsecured debt by any of the Rating Agencies.

                  "Borrowers" means the collective reference to the Company and
         each Borrowing Subsidiary; each a "Borrower".

                  "Borrowing" means a borrowing consisting of Advances of the
         same Type made on the same day by the Lenders and, in the case of
         Eurodollar Rate Advances, having Interest Periods of the same duration,
         it being understood that there may be more than one Borrowing on a
         particular day.

                  "Borrowing Subsidiary" means EPNGC, Tennessee, CGP and each
         other domestic Subsidiary of the Company which has been designated by
         the Company as a "Borrowing Subsidiary" by written notice to the
         Administrative Agent, which designation shall not have been revoked by
         written notice by the Company to the Administrative Agent (provided,
         that no such designation shall be revoked if either (a) any Default or
         Event of Default shall have occurred and be continuing or (b) any
         Advance to such Borrowing Subsidiary, or any interest accrued thereon,
         shall be outstanding); collectively, the "Borrowing Subsidiaries". For
         avoidance of doubt, (i) Tennessee and CGP may be undesignated as a
         Borrowing Subsidiary by written notice to the Administrative Agent by
         the Company and (ii) EPNGC shall always be a Borrower hereunder.

                  "Business Day" means a day of the year on which banks are not
         required or authorized to close in New York, New York and, if the
         applicable Business Day relates to any Eurodollar Rate Advances or LIBO
         Rate CAF Advances, on which dealings are carried on 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.

                  "CAF Advance" means an Advance made pursuant to Sections 2.4
         and 2.5.

                  "CAF Advance Agent" has the meaning assigned to such term in
         the preamble hereof.

                  "CAF Advance Availability Period" means the period from and
         including the Closing Date until the earlier of (a) the date which is 7
         days prior to the Stated Termination Date and (b) the Termination Date.



                                       3
<PAGE>

                  "CAF Advance Confirmation" means each confirmation by the
         applicable Borrower of its acceptance of CAF Advance Offers, which CAF
         Advance Confirmation shall be substantially in the form of Exhibit E
         and shall be delivered to the CAF Advance Agent by telecopy.

                  "CAF Advance Interest Payment Date" means as to each CAF
         Advance, each interest payment date specified by the applicable
         Borrower for such CAF Advance in the related CAF Advance Request.

                  "CAF Advance Lenders" means Lenders from time to time
         designated by the Company, in consultation with the CAF Advance Agent,
         as CAF Advance Lenders as provided in Section 2.4.

                  "CAF Advance Maturity Date" means as to any CAF Advance, the
         date specified by the applicable Borrower pursuant to Section
         2.5(d)(ii) in its acceptance of the related CAF Advance Offer.

                  "CAF Advance Offer" means each offer by a CAF Advance Lender
         to make CAF Advances pursuant to a CAF Advance Request, which CAF
         Advance Offer shall contain the information specified in Exhibit D and
         shall be delivered to the CAF Advance Agent by telephone, immediately
         confirmed by telecopy.

                  "CAF Advance Request" means each request by the applicable
         Borrower for CAF Advance Lenders to submit bids to make CAF Advances,
         which request shall contain the information in respect of such
         requested CAF Advances specified in Exhibit C and shall be delivered to
         the CAF Advance Agent in writing, by telecopy, or by telephone,
         immediately confirmed by telecopy.

                  "Capitalization" of any Person means the sum (without
         duplication) of (a) consolidated Debt of such Person and its
         consolidated Subsidiaries, plus (b) the aggregate amount of Guaranties
         by such Person and its consolidated Subsidiaries, plus (c) the
         consolidated common and preferred stockholders' equity of such Person
         and its consolidated Subsidiaries, plus (d) the cumulative amount by
         which stockholders' equity of such Person shall have been reduced by
         reason of non-cash write downs of long-term assets from and after the
         Effective Date.

                  "CGP" has the meaning assigned to such term in the preamble
         hereof, and its successors.

                  "Closing Date" has the meaning assigned to such term in
         Section 3.2.

                  "Co-Documentation Agents" has the meaning assigned to such
         term in the preamble hereof.

                  "Commitment" means as to any Lender, the obligation of such
         Lender to make Revolving Credit Advances to the Borrowers hereunder and
         to acquire participations in Letters of Credit in an aggregate
         principal amount at any one time outstanding not to exceed the amount
         set forth opposite such Lender's name on Schedule I (as such Schedule I
         is amended from time to time pursuant to Section 9.7(c)), as such
         amount may be reduced from time to time in accordance with the
         provisions of this Agreement.

                  "Commitment Expiration Date" has the meaning assigned to such
         term in Section 2.23(a).



                                       4
<PAGE>

                  "Commitment Percentage" means as to any Lender at any time,
         the percentage which such Lender's Commitment then constitutes of the
         aggregate Commitments (or, at any time after the Commitments shall have
         expired or terminated, the percentage which the aggregate principal
         amount of such Lender's Revolving Credit Exposure constitutes of the
         aggregate principal amount of the Revolving Credit Exposures then
         outstanding).

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

                  "Contingent Guaranty" has the meaning assigned to such term in
         the definition of the term "Guaranty" contained in this Section 1.1.

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Advances of one Type into Advances of another Type
         pursuant to Section 2.13, 2.14 or 2.18.

                  "Current Reimbursement Obligations" means, with respect to any
         Person, 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 that are paid on or prior to the fifth Business Day
         after the due date therefor.

                  "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, 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) any obligations of the Company or
         a Subsidiary with respect to lease payments for the headquarters
         building of the Company located in Houston, Texas and (d) Current
         Reimbursement Obligations of such Person; provided, however, that for
         purposes of Article V, "Debt" shall not include up to an aggregate
         amount (determined without duplication of amount) of $200,000,000 of
         (i) the amount of optional payments in lieu of asset repurchase or
         other payments to similar effect, including extension or renewal
         payments, on off balance sheet leases and (ii) the amount of the
         purchase price for optional acquisition of such asset (in either case,
         calculated at the lower amount payable in respect of such asset under
         clause (i) or (ii) above).

                  "Default" means any event that would constitute an Event of
         Default but for the requirement that notice be given or time elapse or
         both.

                  "Dollars" and "$" means dollars in lawful currency of the
         United States of America.

                  "Effective Date" has the meaning assigned to such term in
         Section 3.1.

                  "Effective Federal Funds Rate" means, for any day, the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day which is
         a Business Day, the average of the quotations for such day on such
         transactions received by the Administrative Agent from three Federal
         funds brokers of recognized standing selected by it.

                  "Eligible Assignee" means, with respect to any particular
         assignment under Section 9.7, any bank or other financial institution
         approved in writing by the Company expressly with respect to such
         assignment and, except as to such an assignment by JPMorgan so long as
         JPMorgan is the Administrative Agent hereunder, the Administrative
         Agent as an Eligible Assignee for purposes



                                       5
<PAGE>

         of this Agreement, provided that (i) neither the Administrative Agent's
         nor the Company's approval shall be unreasonably withheld and (ii)
         neither the Administrative Agent's nor the Company's approval shall be
         required if the assignee is another Lender or an Affiliate of the
         assigning Lender.

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

                  "EPTPC" means El Paso Tennessee Pipeline Co., a Delaware
         corporation.

                  "EPTPC Facility" means the $3,000,000,000 Revolving Credit and
         Competitive Advance Facility Agreement, dated as of November 4, 1996,
         among EPTPC, the several financial institutions from time to time
         parties thereto, and The Chase Manhattan Bank, as administrative agent
         and CAF advance agent thereunder, as the same may be amended, modified
         or supplemented from time to time.

                  "Equity Interests" means 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 or investment of whatever nature.

                  "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.

                  "Eurocurrency Liabilities" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "Eurodollar Rate" means, for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Borrowing, an
         interest rate per annum equal to the rate which appears on Page 3750 of
         the Telerate Service (or on any successor or substitute page of such
         service, or any successor to or substitute for such service providing
         rate quotations comparable to those currently provided on such page of
         such service, as determined 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) as at approximately
         11:00 A.M. (London, England time) two Business Days before the first
         day of such Interest Period as the rate for Dollar deposits with a
         maturity comparable to such Interest Period; provided that if such rate
         is not available at such time for any reason, the Eurodollar Rate for
         such Borrowing for such Interest Period shall be the interest rate per
         annum equal to the average (rounded upward to the nearest whole
         multiple of 1/16 of 1% per annum, if such average is not such a
         multiple) of the rate per annum at which deposits in Dollars are
         offered by the principal office of each of the Reference Lenders in
         London, England, to prime banks in the London interbank market as at
         approximately 11:00 A.M. (London, England time) two Business Days
         before the first day of such Interest Period, in an approximate amount
         of each such Reference Lender's share of the relevant Borrowing for the
         applicable Interest Period. The Eurodollar Rate for the Interest Period
         for each Eurodollar Rate Advance comprising part of the same Borrowing,
         when being determined pursuant to the foregoing proviso clause, shall
         be determined by the Administrative Agent on the basis of applicable
         rates furnished to and received by the Administrative Agent from the
         Reference Lenders two Business Days before the first day of such
         Interest Period, subject, however, to the provisions of Section 2.13.



                                       6
<PAGE>

                  "Eurodollar Rate Advance" means an Advance which bears
         interest determined by reference to the Eurodollar Rate, as provided in
         Section 2.11(a)(ii).

                  "Eurodollar Reserve Percentage" for any Lender for any
         Interest Period for any Eurodollar Rate Advance means the reserve
         percentage applicable during such Interest Period under regulations
         issued from time to time by the Board of Governors of the Federal
         Reserve System (or if more than one such percentage shall be so
         applicable, the daily average of such percentages for those days in
         such Interest Period during which any such percentage shall be so
         applicable) for determining the maximum reserve requirement (including,
         but not limited to, any emergency, supplemental or other marginal
         reserve requirement) for such Lender with respect to liabilities or
         assets consisting of or including Eurocurrency Liabilities having a
         term equal to such Interest Period.

                  "Events of Default" has the meaning assigned to such term in
         Section 7.1.

                  "Excluded Acquisition Debt" means (a) Debt, Guaranties or
         reimbursement obligations of any Business Entity acquired by the
         Company or any of its Subsidiaries and which Debt, Guaranties or
         reimbursement obligations exist immediately prior to such acquisition
         (provided that (i) such Debt, Guaranties or reimbursement obligations
         are not incurred solely in anticipation of such acquisition and (ii)
         immediately prior to such acquisition such Business Entity is not a
         Subsidiary of the Company), (b) Debt, Guaranties or reimbursement
         obligations of EPTPC and its Subsidiaries in existence on the date of
         the merger of El Paso Tennessee Pipeline Company with El Paso Merger
         Company or (c) Debt, Guaranties or reimbursement obligations in respect
         of any asset acquired by the Company or any of its Subsidiaries and
         which Debt, Guaranties or reimbursement obligations exists immediately
         prior to such acquisition (provided that (i) such Debt, Guaranties or
         reimbursement obligations are not incurred solely in anticipation of
         such acquisition and (ii) immediately prior to such acquisition such
         asset is not an asset of the Company or any of its Subsidiaries).

                  "Exposure" means (a) with respect to an Objecting Lender at
         any time, the aggregate outstanding principal amount of its Revolving
         Credit Advances and LC Exposure and (b) with respect to any other
         Lender at any time, the maximum amount of the Commitment of such
         Lender.

                  "Extension Request" means each request by the Borrowers made
         pursuant to Section 2.23 for the Lenders to extend the Stated
         Termination Date, which shall contain the information in respect of
         such extension specified in Exhibit M and shall be delivered to the
         Administrative Agent in writing.

                  "Facility Fee Commencement Date" means the date hereof.

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

                  "Fixed Rate CAF Advance" means any CAF Advance made pursuant
         to a Fixed Rate CAF Advance Request.

                  "Fixed Rate CAF Advance Request" means any CAF Advance Request
         requesting the CAF Advance Lenders to offer to make CAF Advances at a
         fixed rate (as opposed to a rate composed of the Applicable LIBO Rate
         plus (or minus) a margin).



                                       7
<PAGE>

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

                  "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 Project Financing of any Person other
         than the Company or any of its consolidated Subsidiaries (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, 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"); provided, however, that for purposes of this definition the
         liability of the Company or any of its Subsidiaries with respect to any
         obligation as to which a third party or parties are jointly, or jointly
         and severally, liable as a guarantor or otherwise as contemplated
         hereby and have not defaulted on its or their portions thereof, shall
         be only its pro rata portion of such obligation.

                  "Indebtedness" of any Person means, without duplication (a)
         indebtedness of such Person for borrowed money, (b) obligations of such
         Person (other than any portion of any trade payable obligation of such
         Person which shall not have remained unpaid for 91 days or more from
         the original due date of such portion) to pay the deferred purchase
         price of property or services, and (c) obligations of such Person as
         lessee under leases which shall have been or should be, in accordance
         with GAAP recorded as capital leases, except that where such
         indebtedness or obligation of such Person is made jointly, or jointly
         and severally, with any third party or parties other than any
         consolidated Subsidiary of such Person, the amount thereof for the
         purposes of this definition only shall be the pro rata portion thereof
         payable by such Person, so long as such third party or parties have not
         defaulted on its or their joint and several portions thereof.

                  "Indemnified Party" means any or all of the Lenders, the
         Issuing Banks, the Administrative Agent and the CAF Advance Agent.

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Borrowing, the period beginning on the date
         of such Advance or the date of the Conversion of any Advance into such
         an Advance and ending on the last day of the period selected by the
         applicable Borrower pursuant to the provisions below and, thereafter,
         each subsequent period commencing on the last day of the immediately
         preceding Interest Period and ending on the last day of the period
         selected by the applicable Borrower pursuant to the provisions below.
         The duration of each such Interest Period shall be one, two, three or
         six months, or, subject to availability to each Lender, nine or twelve
         months, in each case as the applicable Borrower may, upon notice
         received by the Administrative Agent not later than 12:00 noon (New
         York City



                                       8
<PAGE>

         time) on the third Business Day prior to the first day of such Interest
         Period with respect to Eurodollar Rate Advances, select; provided,
         however, that:

                  (a) the duration of any Interest Period which commences before
         the Termination Date and would otherwise end after the Termination Date
         shall end on the Termination Date;

                  (b) if the last day of such Interest Period would otherwise
         occur on a day which is not a Business Day, such last day shall be
         extended to the next succeeding Business Day, except if such extension
         would cause such last day to occur in a new calendar month, then such
         last day shall occur on the next preceding Business Day;

                  (c) Interest Periods commencing on the same date for Advances
         comprising the same Borrowing shall be of the same duration;

                  (d) with respect to Advances made by an Objecting Lender, no
         Interest Period with respect to such Advances shall end after such
         Objecting Lender's Commitment Expiration Date; and

                  (e) any Interest Period which begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall, subject to clause (a) above, end on the last Business
         Day of a calendar month.

                  "Issuing Bank" means with respect to each Letter of Credit,
         the Lender that issues such Letter of Credit and shall be either (i)
         JPMorgan or (ii) another Lender that has agreed in writing to issue,
         increase, or extend one or more such Letters of Credit under this
         Agreement. Any Issuing Bank may, in its discretion, arrange for one or
         more Letters of Credit to be issued by Affiliates of such Issuing Bank,
         in which case the term "Issuing Bank" shall include any such Affiliate
         with respect to Letters of Credit issued by such Affiliate.

                  "Joinder Agreement" means a Joinder Agreement, substantially
         in the form of Exhibit J hereto, duly executed and delivered by the
         Company and the Borrowing Subsidiary party thereto.

                  "JPMorgan" means JPMorgan Chase Bank (fka The Chase Manhattan
         Bank), a New York banking corporation.

                  "LC Disbursement" means a payment made by an Issuing Bank
         pursuant to a Letter of Credit.

                  "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 that have not yet been
         reimbursed (whether from proceeds of a Borrowing or otherwise) by or on
         behalf of the Borrowers at such time. The LC Exposure of any Lender at
         any time shall be its Commitment Percentage of the total LC Exposure at
         such time.

                  "Lenders" has the meaning assigned to such term in the
         preamble hereof.

                  "Letter of Credit" means any letter of credit issued by an
         Issuing Bank pursuant to the terms and conditions of this Agreement.



                                       9
<PAGE>

                  "LIBO Rate CAF Advance" means any CAF Advance made pursuant to
         a LIBO Rate CAF Advance Request.

                  "LIBO Rate CAF Advance Request" means any CAF Advance Request
         requesting the CAF Advance Lenders to offer to make CAF Advances at an
         interest rate equal to the Applicable LIBO Rate plus (or minus) a
         margin.

                  "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.

                  "Majority Lenders" means Lenders the Commitment Percentages of
         which aggregate at least 51%, provided, that at any time after the
         Commitment Expiration Date with respect to any Objecting Lender (but
         prior to the termination of all the Commitments), "Majority Lenders"
         shall mean Lenders whose Exposure aggregates at least 51% of the
         aggregate Exposure of all the Lenders.

                  "Margin Stock" means "margin stock" as defined in Regulation U
         of the Board of Governors of the Federal Reserve System, as in effect
         from time to time.

                  "Material Adverse Effect" means a material adverse effect on
         the financial condition or operations of the Company and its
         consolidated Subsidiaries on a consolidated basis.

                  "Material Subsidiary" means any Subsidiary of the Company
         (other than a Project Financing Subsidiary) that itself (on an
         unconsolidated, stand-alone basis) owns in excess of 10% of the book
         value of the consolidated assets of the Company and its consolidated
         Subsidiaries.

                  "Mojave" means Mojave Pipeline Company.

                  "Moody's Bond Rating", with respect to any Borrower, means for
         any day the Bond Rating of such Borrower, if any, established by
         Moody's Investors Service, Inc. as in effect at 11:00 A.M., New York
         City time, on such day.

                  "Multiemployer Plan" means a "multiemployer plan" as defined
         in Section 4001(a)(3) of ERISA to which the Company or any 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 Worth" means, as of any date of determination, the sum of
         the preferred stock and stockholders' equity of the Company as shown on
         the most recent consolidated balance sheet of the Company delivered
         pursuant to Section 5.3 plus the cumulative amount by which
         stockholders' equity of the Company shall have been reduced by reason
         of non-cash write-downs of long term assets from and after the
         Effective Date.



                                       10
<PAGE>

                  "Note" has the meaning assigned to such term in Section
         2.3(d).

                  "Notice of Borrowing" has the meaning specified in Section
         2.2(a).

                  "Objecting Lenders" has the meaning assigned to such term in
         Section 2.23(a).

                  "Obligations" means the collective reference to the unpaid
         principal of and interest on the Advances and the Notes, all
         unreimbursed LC Disbursements and all other financial liabilities of
         the Borrowers to the Administrative Agent, the CAF Advance Agent, the
         Issuing Bank and the Lenders (including interest accruing at the then
         applicable rate provided in this Agreement after the maturity of the
         Advances and interest accruing at the then applicable rate provided in
         this Agreement after the filing of any petition in bankruptcy, or the
         commencement of any insolvency, reorganization or like proceeding,
         relating to any Borrower whether or not a claim for post-filing or
         post-petition interest is allowed in such proceeding), whether direct
         or indirect, absolute or contingent, due or to become due, or now
         existing or hereafter incurred, which may arise under, out of, or in
         connection with, this Agreement or the Notes, in each case whether on
         account of principal, interest, reimbursement obligations, fees,
         indemnities, costs, expenses or otherwise (including all fees and
         disbursements of counsel to the Administrative Agent, the CAF Advance
         Agent, the Issuing Bank or the Lenders that are required to be paid by
         any Borrower pursuant to this Agreement).

                  "Original Agreement" has the meaning assigned to such term in
         the preamble hereof.

                  "Other Taxes" has the meaning assigned to such term in Section
         2.20(b).

                  "Party" has the meaning assigned to such term in Section 9.8.

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).

                  "Permitted Claims" has the meaning assigned to such term in
         Section 9.9(a).

                  "Permitted Liens" means:

                  (i) 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;

                  (ii) Liens for taxes, assessments, obligations under workers'
         compensation or other social security legislation or other governmental
         requirements, charges or levies, in each case not yet overdue;

                  (iii) 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;

                  (iv) 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;



                                       11
<PAGE>

                  (v) 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 the such property;

                  (vi) 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;

                  (vii) any Lien consisting of (A) statutory 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, (B) 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, (C) 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 (D) zoning laws and ordinances and
         municipal regulations;

                  (viii) any Lien on any assets (including Equity Interests and
         other obligations) securing Indebtedness or other obligations incurred
         or assumed for the purpose of financing all or any part of the cost of
         acquiring, improving, installing, designing, engineering, developing
         (including drilling), or constructing such assets, provided that such
         Lien attaches to such assets concurrently with or within 365 days after
         the acquisition or completion of development, construction or
         installation thereof or improvement thereto; and

                  (ix) 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.

                  "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.

                  "Plan" means a Single Employer Plan or a Multiple Employer
         Plan.

                  "Prime Rate" means the rate of interest per annum publicly
         announced from time to time by JPMorgan as its prime rate in effect at
         its principal office in New York City. The Prime Rate is not intended
         to be the lowest rate of interest charged by JPMorgan in connection
         with extensions of credit to debtors.

                  "Principal Subsidiary" means, at any time, any Subsidiary of
         the Company (other than a Project Financing Subsidiary) either (a)
         having assets that are, or owning Subsidiaries with assets that
         together with its assets are, at such time greater than or equal to 5%
         of the consolidated assets of the Company and its consolidated
         Subsidiaries at such time or (b) constituting a Borrowing Subsidiary.



                                       12
<PAGE>

                  "Process Agent" has the meaning specified in Section 9.9(a).

                  "Project Financing" means any Indebtedness 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, 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 other than (a) recourse to the Equity Interests in,
         Indebtedness or other obligations of, or assets of, one or more Project
         Financing Subsidiaries, and (b) such recourse as exists under any
         Contingent Guaranty.

                  "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 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 or to 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.

                  "Rating Agency" means any of Moody's Investors Service, Inc.
         and Standard & Poor's Ratings Group; collectively the "Rating
         Agencies".

                  "Receivables Purchase and Sale Agreement" means the collective
         reference to (a) the Receivables Purchase and Sale Agreement dated as
         of January 14, 1992 among EPNGC, CIESCO L.P., a New York limited
         partnership, Corporate Asset Funding Company, a Delaware corporation
         and Citicorp North America, Inc., as agent, as amended as of the date
         hereof, and (b) the Amended and Restated Receivables Sale Agreement
         dated as of December 31, 1996 among El Paso Energy Credit Corporation,
         Asset Securitization Cooperative Corporation and Canadian Imperial Bank
         of Commerce, as administrative agent, as such Agreement may be amended,
         supplemented, restated or otherwise modified from time to time,
         provided that no such amendment, supplement, restatement or
         modification shall change the scope of such Agreement from that of a
         receivables securitization transaction.

                  "Reference Lenders" means JPMorgan, Bank of America, N.A.,
         Citibank, N.A. and ABN AMRO bank N.V.

                  "Register" has the meaning specified in Section 9.7(c).

                  "Related Parties" means, with respect to any specified Person,
         such Person's Affiliates and the respective directors, officers,
         employees, agents and advisors of such Person and such Person's
         Affiliates.

                  "Required Lenders" means Lenders (a) that are not Objecting
         Lenders with respect to any previous Extension Request and (b) that
         have Commitment Percentages aggregating at least 66-2/3% of the
         aggregate Commitment Percentages of such non-Objecting Lenders.

                  "Revolving Credit Advances" has the meaning assigned to such
         term in Section 2.1.

                  "Revolving Credit Exposure" means, with respect to any Lender
         at any time, the sum of the outstanding principal amount of such
         Lender's Advances and its LC Exposure at such time.



                                       13
<PAGE>

                  "S&P Bond Rating", with respect to any Borrower, means for any
         day the Bond Rating of such Borrower, if any, established by Standard &
         Poor's Ratings Group as in effect at 11:00 A.M., New York City time, on
         such day.

                  "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.

                  "Stated Termination Date" means August 4, 2003 or such later
         date as shall be determined pursuant to the provisions of Section 2.23
         with respect to non-Objecting Lenders.

                  "Subsidiary" means, as to any Person, any Business Entity of
         which 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. Unless otherwise qualified,
         all references to a "Subsidiary" or to "Subsidiaries" in this Agreement
         shall refer to a Subsidiary or Subsidiaries of the Company.

                  "Syndication Agent" has the meaning assigned to such term in
         the preamble hereof.

                  "Taxes" has the meaning assigned to such term in Section
         2.20(a).

                  "Tennessee" has the meaning assigned to such term in the
         preamble hereof, and its successors.

                  "Termination Date" means the earlier of (a) the Stated
         Termination Date and (b) the date of termination in whole of the
         Commitments pursuant to Section 2.9 or 7.1.

                  "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
         subsection .11, .12, .13, .14, .16, .18, .19 or .20 of PBGC Reg.
         Section 2615), 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.

                  "364-Day Facility" means the $3,000,000,000 364-Day Revolving
         Credit and Competitive Advance Facility Agreement, dated as of May 15,
         2002, among the Company,




                                       14
<PAGE>

         EPNGC, Tennessee, the banks and other lenders parties thereto, JP
         Morgan, as Administrative Agent and CAF Advance Agent, Citibank, N.A.
         and ABN AMRO Bank N.V., as Co-Documentation Agents and Bank of America,
         N.A., as Syndication Agent, as the same has been and may be amended,
         supplemented and modified from time to time.

                  "Type" means (a) as to any Revolving Credit Advance, its
         nature as a Base Rate Advance or a Eurodollar Rate Advance and (b) as
         to any CAF Advance, its nature as a Fixed Rate CAF Advance or a LIBO
         Rate CAF Advance.

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

                  SECTION 1.2. Computation of Time Periods. Unless otherwise
stated in this Agreement, in the computation of a period of time from a
specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each means "to but excluding."

                  SECTION 1.3. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP either
(a) consistent with those principles applied in the preparation of the financial
statements referred to in Section 4.1(e) or (b) not so materially inconsistent
with such principles that a covenant contained in Section 5.1 or 5.2 would be
calculated or construed in a materially different manner or with materially
different results than if such covenant were calculated or construed in
accordance with clause (a) of this Section 1.3. "Include", "includes" and
"including" shall be deemed to be followed by "without limitation" whether or
not they are in fact followed by such words or words of like import. References
to any agreement or contract are to such agreement or contract as amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

                  SECTION 1.4. References. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and Article, Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.1. The Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
revolving credit advances ("Revolving Credit Advances") to the Borrowers or any
one or more of them from time to time on any Business Day during the period from
the date hereof to and including the Termination Date in an aggregate amount not
to result in such Lender's Revolving Credit Exposure exceeding such Lender's
Commitment; provided that the aggregate principal amount of the Lenders'
Revolving Credit Exposures (other than Revolving Credit Exposures of Objecting
Lenders) outstanding shall not at any time exceed the aggregate amount of the
Commitments. Each Borrowing shall be in an aggregate amount of $5,000,000 in the
case of a Borrowing comprised of Base Rate Advances and $20,000,000 in the case
of a Borrowing comprised of Eurodollar Rate Advances, or, in each case, an
integral multiple of $1,000,000 in excess thereof (or, in the case of a
Borrowing of Base Rate Advances, the aggregate unused Commitments, if less, or
an aggregate amount that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.24) and shall consist of Revolving
Credit Advances of the same Type made on the same day by the Lenders ratably
according to their respective Commitments. Within the limits of each Lender's


                                       15
<PAGE>

Commitment, any Borrower may make more than one Borrowing on any Business Day
and may borrow, repay pursuant to Section 2.10 or prepay pursuant to Section
2.15, and reborrow under this Section 2.1.

                  SECTION 2.2. Making the Revolving Credit Advances. (a) Each
Borrowing of Revolving Credit Advances shall be made on notice by the Company on
its own behalf or the Company on behalf of another Borrower, to the
Administrative Agent (a "Notice of Borrowing") received by the Administrative
Agent, (i) in the case of a proposed Borrowing comprised of Base Rate Advances,
not later than 10:00 A.M. (New York City time) on the Business Day of such
proposed Borrowing and (ii) in the case of a proposed Borrowing comprised of
Eurodollar Rate Advances, not later than 12:00 noon (New York City time) on the
third Business Day prior to the date of such proposed Borrowing. Each Notice of
Borrowing shall be by telecopy or telephone (and if by telephone, confirmed
promptly by telecopier), in substantially the form of Exhibit B, specifying
therein the requested (A) Borrower, (B) date of such Borrowing, (C) Type of
Revolving Credit Advances comprising such Borrowing, (D) aggregate amount of
such Borrowing, and (E) in the case of a Borrowing comprised of Eurodollar Rate
Advances, the initial Interest Period for each such Advance. Each Lender shall,
before 1:00 P.M. (New York City time) on the date of such Borrowing, make
available to the Administrative Agent at its address at 270 Park Avenue, New
York, New York, 10017, Reference: El Paso Corporation, or at such other address
designated by notice from the Administrative Agent to the Lenders pursuant to
Section 9.2, in same day funds, such Lender's ratable portion of such Borrowing.
Immediately after the Administrative Agent's receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the
Administrative Agent will make such funds available to the applicable Borrower
at JPMorgan Chase Bank, 270 Park Avenue, New York, New York, 10017, Account No.
323291503, Reference: El Paso Corporation, or at such other account of the
applicable Borrower maintained by the Administrative Agent (or any successor
Administrative Agent) designated by the applicable Borrower and agreed to by the
Administrative Agent (or such successor Administrative Agent), in same day
funds.

                  (b) Each Notice of Borrowing shall be irrevocable and binding
on the applicable Borrower. In the case of any Borrowing which the related
Notice of Borrowing specified is to be comprised of Eurodollar Rate Advances, if
such Advances are not made as a result of any failure to fulfill on or before
the date specified for such Borrowing the applicable conditions set forth in
Article III, the applicable Borrower shall indemnify each Lender against any
loss, cost or expense incurred by such Lender as a result of such failure,
including, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing.

                  (c) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.2 and the Administrative Agent
may, in reliance upon such assumption, make available to the applicable Borrower
on such date a corresponding amount. If and to the extent such Lender shall not
have so made such ratable portion available to the Administrative Agent, such
Lender and the applicable Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the applicable Borrower until the date such amount is repaid to the
Administrative Agent, at the Effective Federal Funds Rate for such day. If such
Lender shall repay to the Administrative Agent such corresponding amount, such
amount so repaid shall constitute such Lender's Advance to the applicable
Borrower as part of such Borrowing for purposes of this Agreement.

                  (d) The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on



                                       16
<PAGE>

the date of such Borrowing, but no Lender shall be responsible for the failure
of any other Lender to make the Advance to be made by such other Lender on the
date of any Borrowing.

                  SECTION 2.3. Evidence of Debt. (a) Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
indebtedness of each Borrower to such Lender resulting from each Revolving
Credit Advance of such Lender to such Borrower from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time in respect of such Revolving Credit Advance.

                  (b) The Administrative Agent shall maintain the Register
pursuant to Section 9.7(c), and a subaccount therein for each Lender, in which
shall be recorded (i) the amount of each Revolving Credit Advance made
hereunder, the Type thereof and each Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and
payable from each Borrower on account of such Revolving Credit Advance to each
Lender hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from each Borrower and each Lender's share
thereof.

                  (c) The entries made in the Register and the accounts of each
Lender maintained pursuant to Section 2.3(a) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of each Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of each Borrower to repay (with applicable interest) the Revolving
Credit Advances made to each such Borrower by such Lender in accordance with the
terms of this Agreement.

                  (d) Each Borrower agrees that, upon the request to the
Administrative Agent by any Lender, such Borrower will execute and deliver to
such Lender a promissory note of such Borrower evidencing the Revolving Credit
Advances of such Lender to such Borrower, substantially in the form of Exhibit A
with appropriate insertions as to date and principal amount (a "Note").

                  SECTION 2.4. CAF Advances. Subject to the terms and conditions
of this Agreement, the Borrowers or any one or more of them may borrow CAF
Advances from time to time during the CAF Advance Availability Period on any
Business Day. The Company shall, in consultation with the CAF Advance Agent,
designate Lenders from time to time as CAF Advance Lenders by written notice to
the CAF Advance Agent. The CAF Advance Agent shall transmit each such notice of
designation promptly to each designated CAF Advance Lender. CAF Advances shall
be borrowed in amounts such that the aggregate amount of Revolving Credit
Exposures outstanding at any time shall not exceed the aggregate amount of the
Commitments at such time. Any CAF Advance Lender may make CAF Advances in
amounts which, individually and together with the aggregate amount of other
Advances of such CAF Advance Lender, exceed such CAF Advance Lender's
Commitment, and such CAF Advance Lender's CAF Advances shall not be deemed to
utilize such CAF Advance Lender's Commitment. Within the limits and on the
conditions hereinafter set forth with respect to CAF Advances, the Borrowers
from time to time may borrow, repay and reborrow CAF Advances.

                  SECTION 2.5. Procedure for CAF Advance Borrowings. (a) A
Borrower, or the Company on behalf of a Borrower, shall request CAF Advances by
delivering a CAF Advance Request to the CAF Advance Agent, not later than 12:00
Noon (New York City time) four Business Days prior to the date of the proposed
Borrowing (in the case of a LIBO Rate CAF Advance Request), and not later than
10:00 A.M. (New York City time) one Business Day prior to the date of the
proposed Borrowing (in the case of a Fixed Rate CAF Advance Request). Each CAF
Advance Request may solicit bids for CAF Advances in an aggregate principal
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
and having not more than five alternative maturity dates. The maturity date for
each CAF


                                       17
<PAGE>

Advance shall be not less than 7 days nor more than 360 days after the date of
the Borrowing therefor (and in any event shall be not later than the Stated
Termination Date); provided that each LIBO Rate CAF Advance shall mature one,
two, three or six months or, if available, nine or twelve months after the date
of the Borrowing therefor. The CAF Advance Agent shall notify each CAF Advance
Lender promptly by telecopy of the contents of each CAF Advance Request received
by the CAF Advance Agent.

                  (b) In the case of a LIBO Rate CAF Advance Request, upon
receipt of notice from the CAF Advance Agent of the contents of such CAF Advance
Request, each CAF Advance Lender may elect, in its sole discretion, to offer
irrevocably to make one or more CAF Advances at the Applicable LIBO Rate plus
(or minus) a margin determined by such CAF Advance Lender in its sole discretion
for each such CAF Advance. Any such irrevocable offer shall be made by
delivering a CAF Advance Offer to the CAF Advance Agent, before 10:30 A.M. (New
York City time) on the day that is three Business Days before the date of the
proposed Borrowing, setting forth:

                           (i) the maximum amount of CAF Advances for each
         maturity date and the aggregate maximum amount of CAF Advances for all
         maturity dates which such CAF Advance Lender would be willing to make
         (which amounts may, subject to Section 2.4, exceed such CAF Advance
         Lender's Commitment); and

                           (ii) the margin above or below the Applicable LIBO
         Rate at which such CAF Advance Lender is willing to make each such CAF
         Advance.

The CAF Advance Agent shall advise the Company and the applicable Borrower
before 11:00 A.M. (New York City time) on the date which is three Business Days
before the proposed date of the Borrowing of the contents of each such CAF
Advance Offer received by it. If the CAF Advance Agent, in its capacity as a CAF
Advance Lender, shall elect, in its sole discretion, to make any such CAF
Advance Offer, it shall advise the Company and the applicable Borrower of the
contents of its CAF Advance Offer before 10:15 A.M. (New York City time) on the
date which is three Business Days before the proposed date of the Borrowing.

                  (c) In the case of a Fixed Rate CAF Advance Request, upon
receipt of notice from the CAF Advance Agent of the contents of such CAF Advance
Request, each CAF Advance Lender may elect, in its sole discretion, to offer
irrevocably to make one or more CAF Advances at a rate of interest determined by
such CAF Advance Lender in its sole discretion for each such CAF Advance. Any
such irrevocable offer shall be made by delivering a CAF Advance Offer to the
CAF Advance Agent before 9:30 A.M. (New York City time) on the proposed date of
the Borrowing, setting forth:

                           (i) the maximum amount of CAF Advances for each
         maturity date, and the aggregate maximum amount for all maturity dates,
         which such CAF Advance Lender would be willing to make (which amounts
         may, subject to Section 2.4, exceed such CAF Advance Lender's
         Commitment); and

                           (ii) the rate of interest at which such CAF Advance
         Lender is willing to make each such CAF Advance.

The CAF Advance Agent shall advise the Company and the applicable Borrower
before 10:00 A.M. (New York City time) on the proposed date of the Borrowing of
the contents of each such CAF Advance Offer received by it. If the CAF Advance
Agent, in its capacity as a CAF Advance Lender, shall elect, in its sole
discretion, to make any such CAF Advance Offer, it shall advise the Company and
the applicable Borrower of the contents of its CAF Advance Offer before 9:15
A.M. (New York City time) on the proposed date of the Borrowing.






                                       18
<PAGE>




                  (d) Before 11:30 A.M. (New York City time) three Business Days
before the proposed date of the Borrowing (in the case of CAF Advances requested
by a LIBO Rate CAF Advance Request) and before 10:30 A.M. (New York City time)
on the proposed date of the Borrowing (in the case of CAF Advances requested by
a Fixed Rate CAF Advance Request), the Company, in its absolute discretion,
shall:

                           (i) cancel such CAF Advance Request by giving the CAF
         Advance Agent telephone notice to that effect, or

                           (ii) by giving telephone notice to the CAF Advance
         Agent (immediately confirmed by delivery to the CAF Advance Agent of a
         CAF Advance Confirmation in writing or by telecopy) (A) subject to the
         provisions of Section 2.5(e), accept one or more of the offers made by
         any CAF Advance Lender or CAF Advance Lenders pursuant to Section
         2.5(b) or Section 2.5(c), as the case may be, of the amount of CAF
         Advances for each relevant maturity date and (B) reject any remaining
         offers made by CAF Advance Lenders pursuant to Section 2.5(b) or
         Section 2.5(c), as the case may be.

                  (e) The Company's acceptance of CAF Advances in response to
any CAF Advance Request shall be subject to the following limitations:

                           (i) the amount of CAF Advances accepted for each
         maturity date specified by any CAF Advance Lender in its CAF Advance
         Offer shall not exceed the maximum amount for such maturity date
         specified in such CAF Advance Offer;

                           (ii) the aggregate amount of CAF Advances accepted
         for all maturity dates specified by any CAF Advance Lender in its CAF
         Advance Offer shall not exceed the aggregate maximum amount specified
         in such CAF Advance Offer for all such maturity dates;

                           (iii) the Company may not accept offers for CAF
         Advances for any maturity date in an aggregate principal amount in
         excess of the maximum principal amount requested in the related CAF
         Advance Request; and

                           (iv) if the Company accepts any of such offers, it
         must accept offers based solely upon pricing for such relevant maturity
         date and upon no other criteria whatsoever and if two or more CAF
         Advance Lenders submit offers for any maturity date at identical
         pricing and the Company accepts any of such offers but does not wish to
         (or by reason of the limitations set forth in Section 2.4 or in Section
         2.5(e)(iii), cannot) borrow the total amount offered by such CAF
         Advance Lenders with such identical pricing, the Company shall accept
         offers from all of such CAF Advance Lenders in amounts allocated among
         them pro rata according to the amounts offered by such CAF Advance
         Lenders (or as nearly pro rata as shall be practicable after giving
         effect to the requirement that CAF Advances made by a CAF Advance
         Lender on a date of the Borrowing for each relevant maturity date shall
         be in a principal amount of $5,000,000 or an integral multiple of
         $1,000,000 in excess thereof; provided that if the number of CAF
         Advance Lenders that submit offers for any maturity date at identical
         pricing is such that, after the Company accepts such offers pro rata in
         accordance with the foregoing, the CAF Advance to be made by such CAF
         Advance Lenders would be less than $5,000,000 principal amount, the
         number of such CAF Advance Lenders shall be reduced by the CAF Advance
         Agent by lot until the CAF Advances to be made by such remaining CAF
         Advance Lenders would be in a principal amount of $5,000,000 or an
         integral multiple of $1,000,000 in excess thereof).



                                       19
<PAGE>

                  (f) If the Company notifies the CAF Advance Agent that a CAF
Advance Request is cancelled pursuant to Section 2.5(d)(i), the CAF Advance
Agent shall give prompt telephone notice thereof to the CAF Advance Lenders.

                  (g) If the Company accepts pursuant to Section 2.5(d)(ii) one
or more of the offers made by any CAF Advance Lender or CAF Advance Lenders, the
CAF Advance Agent promptly shall notify each CAF Advance Lender which has made
such a CAF Advance Offer of (i) the aggregate amount of such CAF Advances to be
made on such Borrowing Date for each maturity date and (ii) the acceptance or
rejection of any offers to make such CAF Advances made by such CAF Advance
Lender. Before 1:00 P.M. (New York City time) on the date of the Borrowing
specified in the applicable CAF Advance Request, each CAF Advance Lender whose
CAF Advance Offer has been accepted shall make available to the Administrative
Agent at its office set forth in Section 9.2 the amount of CAF Advances to be
made by such CAF Advance Lender, in same day funds. The Administrative Agent
will make such funds available to the applicable Borrower as soon as practicable
on such date at the Administrative Agent's aforesaid address. As soon as
practicable after each Borrowing Date, the CAF Advance Agent shall notify each
Lender of the aggregate amount of CAF Advances advanced on such Borrowing Date
and the respective maturity dates thereof.

                  (h) The failure of any CAF Advance Lender to make the CAF
Advance to be made by it as part of any Borrowing shall not relieve any other
Lender of its obligation, if any, hereunder to make its CAF Advance on the date
of such Borrowing, but no CAF Lender shall be responsible for the failure of any
other CAF Advance Lender to make the CAF Advance to be made by such CAF Advance
Lender on the date of any Borrowing.

                  (i) A CAF Advance Request may request offers for CAF Advances
to be made on not more than one Borrowing Date and to mature on not more than
five CAF Advance Maturity Dates. No CAF Advance Request may be submitted earlier
than five Business Days after submission of any other CAF Advance Request.

                  SECTION 2.6. CAF Advance Payments. (a) The applicable
Borrower shall repay to the Administrative Agent, for the account of each CAF
Advance Lender which has made a CAF Advance to it, on the applicable CAF Advance
Maturity Date the then unpaid principal amount of such CAF Advance. The
Borrowers shall not have the right to prepay any principal amount of any CAF
Advance.

                  (b) The applicable Borrower shall pay interest on the unpaid
principal amount of each CAF Advance to it from the date of the Borrowing to the
applicable CAF Advance Maturity Date at the rate of interest specified in the
CAF Advance Offer accepted by the applicable Borrower in connection with such
CAF Advance (calculated on the basis of a 360-day year for actual days elapsed),
payable on each applicable CAF Advance Interest Payment Date.

                  (c) If all or a portion of the principal amount of any CAF
Advance shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue principal amount shall, without
limiting any rights of any Lender under this Agreement, bear interest from the
date on which such payment was due at a rate per annum which is 1% above the
rate which would otherwise be applicable pursuant to such CAF Advance until the
stated maturity date of such CAF Advance, and for each day thereafter at a rate
per annum which is 2% above the Base Rate, in each case until paid in full (as
well after as before judgment). Interest accruing pursuant to this paragraph (c)
shall be payable from time to time on demand.

                  SECTION 2.7. Evidence of Debt. Each Lender shall maintain in
accordance with its usual practice appropriate records evidencing indebtedness
of each Borrower to such Lender resulting




                                       20
<PAGE>

from each CAF Advance of such Lender to such Borrower from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time in respect of such CAF Advance. The Administrative Agent shall
maintain the Register pursuant to Section 9.7(c) and a record therein for each
Lender, in which shall be recorded (i) the amount of each CAF Advance made by
such Lender to each Borrower, the CAF Advance Maturity Date thereof, the
interest rate applicable thereto and each CAF Advance Interest Payment Date
applicable thereto, and (ii) the amount of any sum received by the
Administrative Agent hereunder from a Borrower on account of such CAF Advance.
The entries made in the Register and the records of each Lender maintained
pursuant to this Section 2.7 shall, to the extent permitted by applicable law,
be prima facie evidence of the existence and amounts of the obligations of each
Borrower therein recorded; provided, however, that the failure of any Lender or
the Administrative Agent to maintain the Register or any such record, or any
error therein, shall not in any manner affect the obligation of each Borrower to
repay (with applicable interest) the CAF Advances made by such Lender in
accordance with the terms of this Agreement.

                  SECTION 2.8. Fees. (a) The Company agrees to pay (i) to
the Administrative Agent for the account of each Lender a facility fee for the
period from and including the Facility Fee Commencement Date until the
Commitment of such Lender has been terminated; provided that, if such Lender
continues to have any Revolving Credit Exposure after its Commitment terminates,
then such facility fee shall continue to accrue on the daily amount of such
Lender's Revolving Credit Exposure from and including the date on which its
Commitment terminates to but excluding the date on which such Lender ceases to
have any Revolving Credit Exposure, computed at a variable rate per annum on the
average daily amount of the greater of (x) the Commitment of such Lender and (y)
the outstanding principal amount of such Lender's Revolving Credit Exposure
during the period for which payment is made, which rate will vary according to
the S&P Bond Rating for the Company and the Moody's Bond Rating for the Company
as set forth in the table below in the column entitled "Facility Fee Rate", (ii)
to the Administrative Agent for the account of each Lender a participation fee
with respect to its participations in Letters of Credit, at a variable rate per
annum (which rate will vary according to the S&P Bond Rating for the Company and
the Moody's Bond Rate for the Company as set forth in the table below in the
column entitled "Participation Fee Rate") on the average daily amount of such
Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) for the period from and including the Facility Fee
Commencement 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 and (iii) to each applicable 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 attributable to Letters of Credit issued by such Issuing Bank
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
for the period from and including the Facility Fee Commencement 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 attributable to Letters of Credit
issued by such Issuing Bank, as well as each applicable 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. The fees referred
to in clauses (i) and (ii) of the preceding sentence shall be based on the
following table:



<Table>
<Caption>
            Bond Rating                                           Facility                    Participation
           (S&P/Moody's)                  Level                   Fee Rate                       Fee Rate
           -------------                  -----                   --------                    -------------
<S>                                       <C>                     <C>                         <C>

            A/A2 or higher                  I                       .080%                          .420%
            A-/A3                          II                       .090%                          .660%
            BBB+/Baa1                      III                      .110%                          .890%
            BBB/Baa2                       IV                       .125%                         1.125%
            BBB-/Baa3                       V                       .175%                         1.325%
            BB+/Ba1 or lower               VI                       .225%;                        1.525%
</Table>


                                       21
<PAGE>

provided that (i) if the Bond Ratings of the Company do not fall within the same
Level, the rate applicable to such day will be the percentage opposite the Bond
Rating that is at the higher Level (Level I being the highest and Level VI being
the lowest), (ii) in the event a Bond Rating for the Company is not available
from one of the Rating Agencies, the rate shall be based on the Bond Rating of
the other Rating Agency, and (iii) in the event a Bond Rating for the Company is
available from none of the Rating Agencies, the rate will be the percentage
opposite Level VI. Such facility fees, participation fees and fronting fees
shall be payable quarterly in arrears on the last day of each March, June,
September and December and on the Termination Date or such earlier date on which
the Commitments shall terminate as provided herein, and, if the Lender is an
Objecting Lender, on the Commitment Expiration Date applicable to such Lender
and on the Termination Date (or if the Lender is an Objecting Lender, the
Commitment Expiration Date applicable to such Lender) or such earlier date on
which the Advances are repaid in full, commencing on the first of such dates to
occur after the date hereof. Any other fees payable to an Issuing Bank pursuant
to this paragraph shall be payable within 10 days after demand.

                  (b) The Company agrees to pay to J.P. Morgan Securities Inc.
(fka Chase Securities Inc.), the Administrative Agent and the CAF Advance Agent
the fees set forth in the letter, dated as of July 5, 2000 from Chase Securities
Inc. and The Chase Manhattan Bank (now known as JPMorgan) to the Company.

                  SECTION 2.9. Reduction of the Commitments. The Company shall
have the right, upon at least three Business Days' notice to the Administrative
Agent, to terminate in whole or reduce ratably in part the unused portions of
the respective Commitments of the Lenders, provided that each partial reduction
shall be in the aggregate amount of $10,000,000 or any whole multiple of
$1,000,000 in excess thereof.

                  SECTION 2.10. Repayment of Advances. The Borrowers shall repay
to each Lender on the Termination Date the aggregate principal amount of the
Advances then owing to such Lender; provided that the Revolving Credit Advances
made by Objecting Lenders shall be repaid as provided in Section 2.23.

                  SECTION 2.11. Interest on Revolving Credit Advances. (a)
Ordinary Interest. Each Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance of such Borrower owing to each Lender
from the date of such Advance until such principal amount is due (whether at
stated maturity, by acceleration or otherwise), at the following rates:

                           (i) Base Rate Advances. During such periods as such
         Advance is a Base Rate Advance, a rate per annum equal at all times to
         the Base Rate in effect from time to time, payable quarterly in arrears
         on the last day of each March, June, September and December during such
         periods and on the date such Base Rate Advance shall be Converted or
         due (whether at stated maturity, by acceleration or otherwise).

                           (ii) Eurodollar Rate Advances. During such periods as
         such Advance is a Eurodollar Rate Advance, at a rate per annum equal at
         all times during each Interest Period for such Advance to the sum of
         the Eurodollar Rate for such Interest Period plus the Applicable
         Eurodollar Rate Margin for such Borrower in effect from time to time,
         payable on the last day of



                                       22
<PAGE>

         each such Interest Period and, if any such Interest Period has a
         duration of more than three months, on each day which occurs during
         such Interest Period every three months from the first day of such
         Interest Period, and on the date such Advance shall be Converted or due
         (whether at stated maturity, by acceleration or otherwise).

                  (b) Default Interest. The applicable Borrower shall pay
interest on the unpaid principal amount of each Revolving Credit Advance to it
that is not paid when due (whether at stated maturity, by acceleration or
otherwise) from the date on which such amount is due until such amount is paid
in full, payable on demand, at a rate per annum equal at all times (i) from such
due date to the last day of the then existing Interest Period in the case of
each Eurodollar Rate Advance, to 1% per annum above the interest rate per annum
required to be paid on such Advance immediately prior to the date on which such
amount became due, and (ii) from and after the last day of the then existing
Interest Period, and at all times in the case of any Base Rate Advance, to 1%
per annum above the Base Rate in effect from time to time.

                  SECTION 2.12. Additional Interest on Eurodollar Rate Advances.
If any Lender shall determine in good faith that reserves under regulations of
the Board of Governors of the Federal Reserve System are required to be
maintained by it in respect of, or a portion of its costs of maintaining
reserves under such regulations is properly attributable to, one or more of its
Eurodollar Rate Advances, the applicable Borrower shall pay to such Lender
additional interest on the unpaid principal amount of each such Eurodollar Rate
Advance to it (other than any such additional interest accruing to a particular
Lender in respect of periods prior to the 30th day preceding the date notice of
such interest is given by such Lender as provided in this Section 2.12), payable
on the same day or days on which interest is payable on such Advance, at an
interest rate per annum equal at all times during each Interest Period for such
Advance to the excess of (i) the rate obtained by dividing the Eurodollar Rate
for such Interest Period by a percentage equal to 100% minus the Eurodollar
Reserve Percentage, if any, for such Lender for such Interest Period over (ii)
the Eurodollar Rate for such Interest Period. The amount of such additional
interest (if any) shall be determined by each Lender, and such Lender shall
furnish written notice of the amount of such additional interest to the Company
and the Administrative Agent, which notice shall be conclusive and binding for
all purposes, absent manifest error.

                  SECTION 2.13. Interest Rate Determination. (a) Each
Reference Lender agrees to furnish to the Administrative Agent timely
information for the purpose of determining the Eurodollar Rate. If any one or
more of the Reference Lenders shall not furnish such timely information to the
Administrative Agent for the purpose of determining any such interest rate, the
Administrative Agent shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Lenders.

                  (b) The Administrative Agent shall give prompt notice to the
Company and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.11(a)(i) or (ii), and the
applicable rate, if any, furnished by each Reference Lender for the purpose of
determining the applicable interest rate under Section 2.11(a)(ii).

                  (c) If fewer than two Reference Lenders furnish timely
information to the Administrative Agent for determining the Eurodollar Rate for
any Eurodollar Rate Advances,

                           (i) the Administrative Agent shall give the Company
         and each Lender prompt notice thereof by telephone (confirmed in
         writing) that the interest rate cannot be determined for such
         Eurodollar Rate Advances,



                                       23
<PAGE>

                           (ii) each such Advance will automatically, on the
         last day of the then existing Interest Period therefor, Convert into a
         Base Rate Advance (or if such Advance is then a Base Rate Advance, will
         continue as a Base Rate Advance), and

                           (iii) the obligations of the Lenders to make, or to
         Convert Advances into, Eurodollar Rate Advances shall be suspended
         until the Administrative Agent shall notify the Company and the Lenders
         that the circumstances causing such suspension no longer exist.

                  (d) If, with respect to any Eurodollar Rate Advances, the
Majority Lenders determine and give notice to the Administrative Agent that, as
a result of conditions in or generally affecting the London interbank eurodollar
market, the rates of interest determined on the basis of the Eurodollar Rate for
any Interest Period for such Advances will not adequately reflect the cost to
such Majority Lenders of making, funding or maintaining their respective
Eurodollar Rate Advances for such Interest Period, the Administrative Agent
shall forthwith so notify the Company and the Lenders, whereupon,

                           (i) each such Advance will automatically, on the last
         day of the then existing Interest Period therefor, Convert into a Base
         Rate Advance, and

                           (ii) the obligation of the Lenders to make, or to
         Convert Advances into, Eurodollar Rate Advances shall be suspended
         until the Administrative Agent shall notify the Company and the Lenders
         that the circumstances causing such suspension no longer exist.

                  (e) If the applicable Borrower shall fail to select the
duration of any Interest Period for any Eurodollar Rate Advances in accordance
with the provisions contained in the definition of "Interest Period" in Section
1.1, the Administrative Agent will forthwith so notify the applicable Borrower
and the Lenders and such Advances will automatically, on the last day of the
then existing Interest Period therefor, Convert into Base Rate Advances.

                  (f) On the date on which the aggregate unpaid principal amount
of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than $10,000,000, such Eurodollar
Rate Advances shall automatically Convert into Base Rate Advances, and on and
after such date the right of the applicable Borrower to Convert such Advances
into Eurodollar Rate Advances shall terminate; provided, however, that if and so
long as each such Eurodollar Rate Advance shall have the same Interest Period as
Eurodollar Rate Advances comprising another Borrowing or other Borrowings, and
the aggregate unpaid principal amount of all such Eurodollar Rate Advances shall
equal or exceed $20,000,000, the applicable Borrower shall have the right to
continue all such Advances as, or to Convert all such Advances into Eurodollar
Rate Advances having the same Interest Period.

                  (g) If any Reference Lender shall for any reason no longer
have a Commitment or any Revolving Credit Advances, such Reference Lender shall
thereupon cease to be a Reference Lender, and if, as a result, there shall only
be one Reference Lender remaining, the Administrative Agent (after consultation
with the Company and the Lenders) shall, by notice to the Company and the
Lenders, designate another Lender as a Reference Lender so that there shall at
all times be at least two Reference Lenders.

                  SECTION 2.14. Voluntary Conversion of Advances. Any Borrower
may on any Business Day, upon notice given to the Administrative Agent, not
later than 10:00 A.M. (New York City time) on the Business Day of the proposed
Conversion of Eurodollar Rate Advances to Base Rate Advances and not later than
12:00 noon (New York City time) on the third Business Day prior to the date of
the proposed Conversion in the case of a Conversion of Base Rate Advances to
Eurodollar Rate



                                       24
<PAGE>

Advances, and subject to the provisions of Sections 2.13, 2.16 and 2.18, Convert
all Advances of one Type comprising the same Borrowing into Advances of another
Type; provided, however, that any Conversion of any Eurodollar Rate Advances
into Base Rate Advances made on any day other than the last day of an Interest
Period for such Eurodollar Rate Advances shall be subject to the provisions of
Section 9.4(b); and provided, further, that no Revolving Credit Advance may be
converted into a Eurodollar Rate Advance after the date that is one month prior
to (a) in the case of a Revolving Credit Advance made by an Objecting Lender,
such Objecting Lender's Commitment Expiration Date, and (b) in the case of all
Revolving Credit Advances, the Termination Date and provided, still further,
that no Revolving Credit Advance may be converted into a Eurodollar Rate Advance
if an Event of Default has occurred and is continuing. Each such notice of a
Conversion shall, within the restrictions specified above, specify (a) the date
of such Conversion, (b) the Advances to be Converted, and (c) if such Conversion
is into Eurodollar Rate Advances, the duration of the Interest Period for each
such Advance.

                  SECTION 2.15. Optional and Mandatory Prepayments. (a)
Optional Prepayments. Any Borrower may upon (i) in the case of Eurodollar Rate
Advances, at least two Business Days' notice and (ii) in the case of Base Rate
Advances, telephonic notice not later than 12:00 noon (New York City time) on
the date of prepayment, to the Administrative Agent which specifies the proposed
date and aggregate principal amount of the prepayment and the Type of Advances
to be prepaid, and if such notice is given such Borrower shall, prepay the
outstanding principal amounts of the Revolving Credit Advances comprising the
same Borrowing in whole or ratably in part, together with accrued interest to
the date of such prepayment on the amount prepaid; provided, however, that (A)
each partial prepayment shall be in an aggregate principal amount not less than
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and (B) in
the event of any such prepayment of Eurodollar Rate Advances on any day other
than the last day of an Interest Period for such Eurodollar Rate Advances, such
Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant
to, and to the extent required by, Section 9.4(b); provided, further, however,
that such Borrower will use its best efforts to give notice to the
Administrative Agent of the proposed prepayment of Base Rate Advances on the
Business Day prior to the date of such proposed prepayment.

                  (b) Mandatory Prepayments. If, at any time and from time to
time, the aggregate principal amount of Advances (other than Advances of
Objecting Lenders) then outstanding exceeds the Commitments of all the Lenders
after giving effect to any reduction of the Commitments pursuant to Section 2.9,
the Borrowers shall immediately prepay the Revolving Credit Advances of Lenders
(other than Objecting Lenders) (to the extent there are such outstanding
Revolving Credit Advances) by an amount equal to such excess.

                  SECTION 2.16. Increased Costs. (a) If, due to either (i)
the introduction after the date of this Agreement of or any change after the
date of this Agreement (including any change by way of imposition or increase of
reserve requirements or assessments other than those referred to in the
definition of "Eurodollar Reserve Percentage" contained in Section 1.1) in or in
the interpretation of any law or regulation or (ii) the compliance with any
guideline or request issued or made after the date of this Agreement from or by
any central bank or other governmental authority (whether or not having the
force of law), in each case above other than those referred to in Section 2.17,
there shall be any increase in the cost to any Lender of agreeing to make, fund
or maintain, or of making, funding or maintaining, Eurodollar Rate Advances
funded in the interbank Eurodollar market or of maintaining its LC Exposure, or
to any Issuing Bank of agreeing to issue or maintain Letters of Credit
hereunder, then the Borrowers shall from time to time, upon demand by such
Lender or Issuing Bank, as applicable (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender or Issuing Bank, as applicable, additional amounts sufficient to
reimburse such Lender or Issuing Bank, as applicable, for all such increased
costs (except those costs incurred more than 60 days prior to the date of such
demand; for the purposes hereof any cost or expense allocable to a period prior
to the publication or



                                       25
<PAGE>

effective date of such an introduction, change, guideline or request shall be
deemed to be incurred on the later of such publication or effective date). Each
Lender or Issuing Bank, as applicable, agrees to use its best efforts promptly
to notify the Company of any event referred to in clause (i) or (ii) above,
provided that the failure to give such notice shall not affect the rights of any
Lender or Issuing Bank, as applicable, under this Section 2.16(a) (except as
otherwise expressly provided above in this Section 2.16(a)). A certificate as to
the amount of such increased cost, submitted to the Company and the
Administrative Agent by such Lender or Issuing Bank, as applicable, shall be
conclusive and binding for all purposes, absent manifest error. After one or
more Lenders have notified the Company of any increased costs pursuant to this
Section 2.16, the Company may specify by notice to the Administrative Agent and
the affected Lenders that, after the date of such notice whenever the election
of Eurodollar Rate Advances by the applicable Borrower for an Interest Period or
portion thereof would give rise to such increased costs, such election shall not
apply to the Revolving Credit Advances of such Lenders during such Interest
Period or portion thereof, and, in lieu thereof, such Revolving Credit Advances
shall during such Interest Period or portion thereof be Base Rate Advances. Each
Lender and Issuing Bank agrees to use its best efforts (including a reasonable
effort to change its lending office or the office from which the Issuing Bank
issues or maintains Letters of Credit hereunder, as applicable, or to transfer
its affected Advances or Letters of Credit to an affiliate of such Lender or
Issuing Bank, as applicable ) to avoid, or minimize the amount of, any demand
for payment from the Borrowers under this Section 2.16.

                  (b) In the event that any Lender shall change its lending
office, or any Issuing Bank shall change the office from which it issues or
maintains Letters of Credit hereunder, and such change results (at the time of
such change) in increased costs to such Lender or Issuing Bank, as applicable,
the Borrowers shall not be liable to such Lender or Issuing Bank, as applicable,
for such increased costs incurred by such Lender or Issuing Bank, as applicable,
to the extent, but only to the extent, that such increased costs shall exceed
the increased costs which such Lender or Issuing Bank, as applicable, would have
incurred if the lending office of such Lender, or the office from which such
Issuing Bank issues or maintains Letters of Credit hereunder, as applicable, had
not been so changed, but, subject to subsection (a) above and to Section 2.18,
nothing herein shall require any Lender or Issuing Bank, as applicable, to
change its lending office, or the office from which such Issuing Bank issues or
maintains Letters of Credit hereunder, as applicable, for any reason.

                  SECTION 2.17. Increased Capital. If either (a) the
introduction of or any change in or in the interpretation of any law or
regulation or (b) compliance by any Lender or Issuing Bank, as applicable, with
any guideline or request from any central bank or other governmental authority
(whether or not having the force of law) affects or would affect the amount of
capital required or expected to be maintained by such Lender or Issuing Bank, as
applicable, or any corporation controlling such Lender or Issuing Bank, as
applicable, and such Lender or Issuing Bank, as applicable, determines that the
amount of such capital is increased by or based upon the existence of such
Lender's commitment to lend hereunder or such Issuing Bank's commitment to issue
Letters of Credit hereunder, as applicable, and other commitments of such type,
then, within ten days after demand, and delivery to the Company of the
certificate referred to in the last sentence of this Section 2.17 by such Lender
or Issuing Bank, as applicable (with a copy of such demand to the Administrative
Agent), the applicable Borrowers shall pay to the Administrative Agent for the
account of such Lender or Issuing Bank, as applicable, from time to time as
specified by such Lender or Issuing Bank, as applicable, additional amounts
sufficient to compensate such Lender or Issuing Bank, as applicable, or such
corporation in the light of such circumstances, to the extent that such Lender
or Issuing Bank, as applicable, reasonably determines such increase in capital
to be allocable to the existence of such Lender's commitment to lend hereunder
or such Issuing Bank's commitment to issue Letters of Credit hereunder, as
applicable (except any such increase in capital incurred more than, or
compensation attributable to the period before, 90 days prior to the date of
such demand; for the purposes hereof any increase in capital allocable to, or
compensation attributable to, a period prior to the publication or effective
date of such an introduction, change, guideline or request




                                       26
<PAGE>

shall be deemed to be incurred on the later of such publication or effective
date). Each Lender and Issuing Bank agrees to use its best efforts promptly to
notify the Company of any event referred to in clause (a) or (b) above, provided
that the failure to give such notice shall not affect the rights of any Lender
or Issuing Bank under this Section 2.17 (except as otherwise expressly provided
above in this Section 2.17). A certificate in reasonable detail as to the basis
for, and the amount of, such compensation submitted to the Company by such
Lender or Issuing Bank, as applicable, shall, in the absence of manifest error,
be conclusive and binding for all purposes.

                  SECTION 2.18. Illegality. Notwithstanding any other provision
of this Agreement, if the introduction of or any change in or in the
interpretation of any law or regulation shall make it unlawful, or any central
bank or other governmental authority shall assert that it is unlawful, for any
Lender or its lending office to perform its obligations hereunder to make
Eurodollar Rate Advances or to continue to fund or maintain such Advances
hereunder, such Lender may, by notice to the Company and the Administrative
Agent, suspend the right of the Borrowers to elect Eurodollar Rate Advances from
such Lender and, if necessary in the reasonable opinion of such Lender to comply
with such law or regulation, Convert all such Eurodollar Rate Advances of such
Lender to Base Rate Advances at the latest time permitted by the applicable law
or regulation, and such suspension and, if applicable, such Conversion shall
continue until such Lender notifies the Company and the Administrative Agent
that the circumstances making it unlawful for such Lender to perform such
obligations no longer exist (which such Lender shall promptly do when such
circumstances no longer exist). So long as the obligation of any Lender to make
Eurodollar Rate Advances has been suspended under this Section 2.18, all Notices
of Borrowing specifying Advances of such Type shall be deemed, as to such
Lender, to be requests for Base Rate Advances. Each Lender agrees to use its
best efforts (including a reasonable effort to change its lending office or to
transfer its affected Advances to an affiliate) to avoid any such illegality.

                  SECTION 2.19. Pro Rata Treatment, Payments and Computations.
(a) Each Borrowing by any Borrower in respect of Revolving Credit Advances
(subject to the provisions of Section 2.24(e)) shall be made pro rata according
to the respective Commitment Percentages of the Lenders. The Borrowers shall
make each payment hereunder (including under Section 2.6, 2.8, 2.10 or 2.11, and
reimbursement of LC Disbursements) and under the Notes, whether the amount so
paid is owing to any or all of the Lenders or to the Administrative Agent, not
later than 12:00 noon (New York City time) without setoff, counterclaim, or any
other deduction whatsoever, on the day when due in Dollars to the Administrative
Agent at its address at 270 Park Avenue, New York, New York 10017, Reference: El
Paso Corporation, or at such other location designated by notice to the Company
from the Administrative Agent and agreed to by the Company, in same day funds.
The Administrative Agent will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest or facility fees, or
reimbursements of LC Disbursements, ratably (other than amounts payable pursuant
to Section 2.12, 2.16, 2.17, 2.18 or 2.20) according to the respective amounts
of such principal, interest or facility fees, or reimbursements of LC
Disbursements, then due and owing to the Lenders, and like funds relating to the
payment of any other amount payable to any Lender to such Lender, in each case
to be applied in accordance with the terms of this Agreement. Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 9.7(d), from and after the
effective date specified in such Assignment and Acceptance, the Administrative
Agent shall make all payments hereunder and under the Notes in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

                  (b) All computations of interest based on the Prime Rate and
of fees referred to in clauses (i), (ii) and (iii) of Section 2.8(a) shall be
made by the Administrative Agent on the basis of a year of 365 or 366 days, as
the case may be, and all computations of interest based on the Eurodollar Rate
or the Effective Federal Funds Rate shall be made by the Administrative Agent,
and all computations of



                                       27
<PAGE>

interest pursuant to Section 2.12 shall be made by each Lender with respect to
its own Advances, on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or fees are payable. Each
determination by the Administrative Agent (or, in the case of Section 2.12,
2.16, 2.17, 2.18 or 2.20, by each Lender with respect to its own Advances or
each Issuing Bank with respect to its Letters of Credit, as applicable) of an
interest rate or an increased cost or increased capital or of illegality
hereunder shall be conclusive and binding for all purposes if made reasonably
and in good faith.

                  (c) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest; provided, however,
if such extension would cause payment of interest on or principal of Eurodollar
Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.

                  (d) Unless the Administrative Agent shall have received notice
from the Company or any other applicable Borrower prior to the date on which any
payment is due to the Lenders hereunder that the applicable Borrower will not
make such payment in full, the Administrative Agent may assume that the
applicable Borrower has made such payment in full to the Administrative Agent on
such date and the Administrative Agent may, in reliance upon such assumption,
cause to be distributed to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent the applicable Borrower shall
not have so made such payment in full to the Administrative Agent, each Lender
shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Administrative Agent, at a rate equal to the Effective
Federal Funds Rate for such day.

                  SECTION 2.20. Taxes. (a) Any and all payments by the
Borrowers hereunder or under the Notes to each Indemnified Party shall be made,
in accordance with Section 2.19, free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding all taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, imposed by the jurisdiction under the laws of which such
Indemnified Party is organized, domiciled, resident or doing business, or any
political subdivision thereof or by any jurisdiction in which such Indemnified
Party holds any interest in connection with this Agreement or any Note
(including in the case of each Lender or Issuing Bank, the jurisdiction of such
Lender's lending office or the office from which such Issuing Bank issues or
maintains its Letters of Credit, as applicable) or any political subdivision
thereof, other than by any jurisdiction with which the Indemnified Party's
connection arises solely from having executed, delivered or performed
obligations or received a payment under, or enforced, this Agreement or any Note
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities being hereinafter referred to as "Taxes"). If any Borrower shall
be required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Indemnified Party, (i) the sum payable shall
be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.20) such Indemnified Party receives an amount equal to the sum it would have
received had no such deductions been made, (ii) such Borrower shall make or
cause to be made such deductions and (iii) such Borrower shall pay or cause to
be paid the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law, provided that the Borrowers shall
not be required to pay any additional amount (and shall be relieved of any
liability with respect thereto) pursuant to this subsection (a) to any
Indemnified Party that either (A) on the date such Lender or Issuing Bank became
an Indemnified Party hereunder, (I) was not entitled to submit a U.S. Internal
Revenue Service form 1001 (relating to such Indemnified Party, and entitling it
to a



                                       28
<PAGE>

complete exemption from United States withholding taxes on all amounts to be
received by such Indemnified Party pursuant to this Agreement) and a U.S.
Internal Revenue Service form 4224 (relating to all amounts to be received by
such Indemnified Party pursuant to this Agreement) and (II) was not a United
States person (as such term is defined in Section 7701(a)(30) of the Internal
Revenue Code) or (B) has failed to submit any form or certificate that it was
required to file or provide pursuant to subsection (d) of this Section 2.20 and
is entitled to file or give, as applicable, under applicable law, provided,
further, that should an Indemnified Party become subject to Taxes because of its
failure to deliver a form required hereunder, the Borrowers shall take such
steps as such Indemnified Party shall reasonably request to assist such
Indemnified Party to recover such Taxes, and provided, further, that each
Indemnified Party, with respect to itself, agrees to indemnify and hold harmless
the Borrowers from any taxes, penalties, interest and other expenses, costs and
losses incurred or payable by the Borrowers as a result of the failure of any of
the Borrowers to comply with its obligations under clause (ii) or (iii) above in
reliance on any form or certificate provided to it by such Indemnified Party
pursuant to this Section 2.20. If any Indemnified Party receives a net credit or
refund in respect of such Taxes or amounts so paid by the Borrowers, it shall
promptly notify the Company of such net credit or refund and shall promptly pay
such net credit or refund to the applicable Borrower, provided that the
applicable Borrower agrees to return such net credit or refund if the
Indemnified Party to which such net credit or refund is applicable is required
to repay it.

                  (b) In addition, each Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from any payment made by such Borrower hereunder
or under the Notes or from the execution, delivery or performance of, or
otherwise with respect to, this Agreement or the Notes (hereinafter referred to
as "Other Taxes").

                  (c) Each Borrower will indemnify each Indemnified Party and
the Administrative Agent for the full amount of Taxes or Other Taxes (including
any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under
this Section 2.20) paid by such Indemnified Party and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto
except as a result of the gross negligence (which shall in any event include the
failure of such Indemnified Party to provide to the Borrowers any form or
certificate that it was required to provide pursuant to subsection (d) below) or
willful misconduct of such Indemnified Party, whether or not such Taxes or Other
Taxes were correctly or legally asserted. This indemnification shall be made
within 30 days from the date such Indemnified Party makes written demand
therefor.

                  (d) On or prior to the date on which each Indemnified Party
organized under the laws of a jurisdiction outside the United States becomes an
Indemnified Party hereunder, such Indemnified Party shall provide the Company
with U.S. Internal Revenue Service form 1001 or 4224, as appropriate, or any
successor form prescribed by the U.S. Internal Revenue Service, certifying that
such Indemnified Party is fully exempt from United States withholding taxes with
respect to all payments to be made to such Indemnified Party hereunder, or other
documents satisfactory to the Company indicating that all payments to be made to
such Indemnified Party hereunder are fully exempt from such taxes. Thereafter
and from time to time (but only so long as such Indemnified Party remains
lawfully able to do so), each such Indemnified Party shall submit to the Company
such additional duly completed and signed copies of one or the other of such
Forms (or such successor Forms as shall be adopted from time to time by the
relevant United States taxing authorities) as may be (i) notified by any
Borrower to such Indemnified Party and (ii) required under then-current United
States law or regulations to avoid United States withholding taxes on payments
in respect of all amounts to be received by such Indemnified Party pursuant to
this Agreement or the Notes. Upon the request of any Borrower from time to time,
each Indemnified Party that is a United States person (as such term is defined
in Section 7701(a)(30) of the Internal Revenue Code) shall submit to the Company
a certificate to the effect that it is such a United States person. If any
Indemnified Party determines, as a result of any change in applicable law,
regulation or treaty, or in any




                                       29
<PAGE>

official application or interpretation thereof, that it is unable to submit to
the Company any form or certificate that such Indemnified Party is obligated to
submit pursuant to this subsection (d), or that such Indemnified Party is
required to withdraw or cancel any such form or certificate previously
submitted, such Indemnified Party shall promptly notify the Company of such
fact.

                  (e) Any Indemnified Party claiming any additional amounts
payable pursuant to this Section 2.20 shall use its best efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its lending office or the office from which it issues or
maintains its Letters of Credit, as applicable, if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
which may thereafter accrue and would not, in the reasonable judgment of such
Indemnified Party, be otherwise disadvantageous to such Indemnified Party.

                  (f) Without prejudice to the survival of any other agreement
of the Borrowers hereunder, the agreements and obligations of the Borrowers and
each Indemnified Party contained in this Section 2.20 shall survive the payment
in full of principal and interest hereunder and under the Notes and
reimbursement of all LC Disbursements.

                  (g) Any other provision of this Agreement to the contrary
notwithstanding, any amounts which are payable by any Borrower under this
Section 2.20 shall not be payable under Section 2.16.

                  SECTION 2.21. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advances made by it or its
participation in LC Disbursements (other than pursuant to Section 2.12, 2.16,
2.17, 2.18 or 2.20) in excess of its ratable share of payments on account of the
Advances or participations in LC Disbursements obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
the Advances made by them or their participations in LC Disbursements, as
applicable, as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them, provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and each Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender's ratable share (according to the
proportion of (a) the amount of such Lender's required repayment to (b) the
total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount
so recovered. Each Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender were the
direct creditor of such Borrower in the amount of such participation.

                  SECTION 2.22. Use of Proceeds. Proceeds of the Advances and
Letters of Credit may be used for general business purposes of the Borrowers and
their respective Subsidiaries, including for acquisitions and for payment of
commercial paper issued by the Borrowers, and to refinance any Indebtedness of
the Borrowers and their respective Subsidiaries (whether in connection with any
acquisition or otherwise) and to reimburse LC Disbursements.

                  SECTION 2.23. Extension of Stated Termination Date. (a)
Not less than 45 days and not more than 60 days prior to the Stated Termination
Date then in effect, provided that no Event of Default shall have occurred and
be continuing, the Company may request an extension of such Stated Termination
Date by submitting to the Administrative Agent an Extension Request containing
the information in respect of such extension specified in Exhibit M, which the
Administrative Agent shall promptly furnish to each Lender and each Issuing
Bank. Each Lender and each Issuing Bank shall, not less than 30 days and not
more than 60 days prior to the Stated Termination Date then in effect, notify
the



                                       30
<PAGE>

Company and the Administrative Agent of its election to extend or not extend the
Stated Termination Date as requested in such Extension Request. Notwithstanding
any provision of this Agreement to the contrary, any notice by any Lender or
Issuing Bank, as applicable, of its willingness to extend the Stated Termination
Date shall be revocable by such Lender or Issuing Bank, as applicable, in its
sole and absolute discretion at any time prior to the date which is 30 days
prior to the Stated Termination Date then in effect. If the Required Lenders
shall approve in writing the extension of the Stated Termination Date requested
in such Extension Request, the Stated Termination Date shall automatically and
without any further action by any Person be extended for the period specified in
such Extension Request; provided that (i) each extension pursuant to this
Section 2.23 shall be for a maximum of three years, (ii) the Commitment of any
Lender that does not consent in writing, or which revokes, in accordance with
the provisions of this Section 2.23, its consent to such extension not less than
30 days and not more than 60 days prior to the Stated Termination Date then in
effect and has not thereafter reinstated its consent (an "Objecting Lender")
shall, unless earlier terminated in accordance with this Agreement, expire on
the Stated Termination Date in effect on the date of such Extension Request
(such Stated Termination Date, if any, being referred to as the "Commitment
Expiration Date" with respect to such Objecting Lender) and (iii) if an Issuing
Bank shall not have consented to such extension, such Issuing Bank shall be
replaced in accordance with Section 2.24(i). If, not less than 30 days and not
more than 60 days prior to the Stated Termination Date then in effect, the
Required Lenders shall not approve in writing the extension of the Stated
Termination Date requested in an Extension Request, the Stated Termination Date
shall not be extended pursuant to such Extension Request. The Administrative
Agent shall promptly notify (y) the Lenders and each Issuing Bank and the
Company of any extension of the Stated Termination Date pursuant to this Section
2.23 and (z) the Company and the Lenders of any Lender which becomes an
Objecting Lender and of the failure by an Issuing Bank to consent to any
Extension Request.

                  (b) Revolving Credit Advances or participations in LC
Disbursements owing to any Objecting Lender on the Commitment Expiration Date
with respect to such Lender shall be repaid in full on or before such Commitment
Expiration Date.

                  (c) The Borrowers shall have the right, so long as no Event of
Default has occurred and is then continuing, upon giving notice to the
Administrative Agent and the Objecting Lenders in accordance with Section 2.15,
to prepay in full the Revolving Credit Advances and participations in LC
Disbursements of the Objecting Lenders, together with accrued interest thereon,
any amounts payable pursuant to Sections 2.11, 2.12, 2.16, 2.17, 2.18, 2.20 and
9.4(b) and any accrued and unpaid facility fee or other amounts payable to the
Objecting Lenders hereunder and/or, upon giving not less than three Business
Days' notice to the Objecting Lenders and the Administrative Agent, to cancel
the whole or part of the Commitments of the Objecting Lenders.

                  (d) Notwithstanding the foregoing, if any Lender becomes an
Objecting Lender, the Borrower may, at its own expense and in its sole
discretion and prior to the then Stated Termination Date, require such Lender to
transfer or assign, in whole or in part, without recourse (in accordance with
Section 9.7), all or part of its interests, rights and obligations under this
Agreement to an Eligible Assignee (provided that the Borrower, with the full
cooperation of such Lender, can identify an Eligible Assignee that is ready,
willing and able to be an assignee with respect thereto) which shall assume such
assigned obligations (which assignee may be another Lender, if such assignee
Lender accepts such assignment); provided that (A) the assignee or the Borrower,
as the case may be, shall have paid to such Lender in immediately available
funds the principal of and interest accrued to the date of such payment on the
Advances made by it hereunder and all other amounts owed to it hereunder,
including any amounts owing pursuant to Section 9.4(b) and any amounts that
would be owing under said Section if such Advances were prepaid on the date of
such assignment, and (B) such assignment does not conflict with any law, rule or
regulation or order of any governmental authority. Any assignee which becomes a


                                       31
<PAGE>

Lender as a result of such an assignment made pursuant to this paragraph (d)
shall be deemed to have consented to the applicable Extension Request and,
therefore, shall not be an Objecting Lender.

                  SECTION 2.24. Letters of Credit. (a) General. Subject to the
terms and conditions set forth herein, each Borrower may request the issuance of
Letters of Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the applicable Issuing Bank, at any time and from time
to time on any Business Day during the period from the date hereof to and
including the Termination Date. 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 or other agreement submitted by the Borrower to,
or entered into by the Borrower with, the applicable Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.

                  (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), a Borrower 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
applicable Issuing Bank 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), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by the
applicable Issuing Bank, the Borrower also shall submit a letter of credit
application on the applicable Issuing Bank's standard form in connection with
any request for a Letter of Credit, with such modifications thereto as agreed
between such Borrower and the applicable Issuing Bank. 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 Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure shall not exceed $500,000,000 and (ii)
the sum of the total Revolving Credit Exposures shall not exceed the total
Commitments. Each Issuing Bank will send to the Company and the Administrative
Agent immediately upon issuance of any Letter of Credit, an amendment thereto,
or any renewal or extension thereof, a true and complete copy of such Letter of
Credit, amendment, renewal or extension. Within ten (10) days after the
beginning of each month, the Administrative Agent shall give each Lender written
notice of all Letters of Credit issued, amended, increased or extended during
the preceding month; provided that the failure of the Administrative Agent to so
notify each Lender shall not limit or impair the Obligations of the Borrowers
with respect thereto or the participation of any Lender in such Letter of Credit
as created in clause (d) below.

                  (c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Stated Termination Date.

                  (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 Lenders,
the applicable Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the applicable Issuing Bank, a participation in such Letter of
Credit equal to such Lender's Commitment Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the applicable
Issuing Bank, such Lender's Commitment Percentage of each LC Disbursement made
by the applicable Issuing Bank and not



                                       32
<PAGE>

reimbursed by the Borrowers on the date due as provided in paragraph (e) of this
Section, 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 the applicable Issuing Bank shall make
any LC Disbursement in respect of a Letter of Credit, the Borrower for whose
account such Letter of Credit was issued 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 such Borrower
may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.2 that such payment be financed with a Base Rate
Advance in an equivalent amount and, to the extent so financed, such Borrower's
obligation to make such payment shall be discharged and replaced by the
resulting Base Rate Advance. If a Borrower fails to make such payment when due,
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 Commitment Percentage thereof. Promptly following receipt of such
notice, each Lender shall pay to the Administrative Agent its Commitment
Percentage of the payment then due from the applicable Borrower, in the same
manner as provided in Section 2.19 with respect to Advances made by such Lender
(and Section 2.19 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the applicable
Issuing Bank the amounts so received by it from the Lenders. Promptly following
receipt by the Administrative Agent of any payment from the 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 the applicable Issuing Bank, then to
such Lenders and the applicable Issuing Bank as their interests may appear. Any
payment made by a Lender pursuant to this paragraph to reimburse the applicable
Issuing Bank for any LC Disbursement (other than the funding of Base Rate
Advance as contemplated above) shall not constitute an Advance and shall not
relieve the Borrower of its obligation to reimburse such LC Disbursement.

                  (f) Obligations Absolute. Each Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section 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, constitute a legal or equitable
discharge of, 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),



                                       33
<PAGE>

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 the applicable Issuing Bank; provided that the foregoing
shall not be construed to excuse the applicable 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 the applicable Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit issued by it comply with the terms thereof. The parties hereto expressly
agree that, in the absence of gross negligence or willful misconduct on the part
of the applicable Issuing Bank (as finally determined by a court of competent
jurisdiction), the applicable Issuing Bank shall be deemed to have exercised
care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the applicable Issuing Bank may, 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.

                  (g) Disbursement Procedures. The applicable 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. The
applicable Issuing Bank shall promptly notify the Administrative Agent and the
Borrower for whose account the relevant Letter of Credit was issued by telephone
(confirmed by telecopy) of such demand for payment and whether the applicable
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 the applicable Issuing Bank and the
Lenders with respect to any such LC Disbursement.

                  (h) Interim Interest. If the applicable Issuing Bank shall
make any LC Disbursement, then, unless the Borrower for whose account the
relevant Letter of Credit was issued shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, 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 Base Rate Advances;
provided that, if such Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.11(b) 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 to reimburse the
applicable 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 (i) in the circumstances provided for in Section 2.23 and
Section 2.25 and (ii) otherwise, by written agreement among the Borrower, the
Administrative Agent, the replaced Issuing Bank and any successor Issuing Bank.
The Administrative Agent shall notify the Lenders of any additional Issuing Bank
and of any such replacement of any Issuing Bank. At the time any such
replacement shall become effective, the Borrower shall pay all unpaid fees
accrued for the account of the replaced Issuing Bank pursuant to Section
2.8(a)(iii). From and after the effective date the agreement of any Lender to be
an additional Issuing Bank and of any such replacement Issuing Bank, (i) such
additional Issuing Bank or successor Issuing Bank, as applicable, shall have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit to be issued by it thereafter and (ii) references herein to
the term "Issuing Bank" shall be deemed to include such successor Issuing Bank
or such additional Issuing Bank, as applicable, and all other or previous
Issuing Banks, as the context shall require. After the



                                       34
<PAGE>

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. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower for whose account
the relevant Letter of Credit was issued receives notice from the Administrative
Agent or the Required Lenders (or, if the maturity of the Advances has been
accelerated, Lenders with LC Exposure representing greater than 66-2/3% of the
total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, such Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; 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 clauses (e) (ii) or (e) (iii) of Section 7.1. Such deposit shall be
held by the Administrative Agent in an interest bearing or investment account
(subject to investment as provided herein) as collateral for the payment and
performance of the obligations of such Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Investments of amounts on
deposit in such account shall be made at the option and sole discretion of the
Administrative Agent and at such Borrower's risk and expense. Interest, or
profits, if any, on any such investments, shall accumulate in such account.
Moneys in such account shall be applied by the Administrative Agent to reimburse
the Issuing Bank for LC Disbursements for which it has not been reimbursed and,
to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time or,
if the maturity of the Advances has been accelerated (but subject to the consent
of Lenders with LC Exposure representing greater than 66-2/3% of the total LC
Exposure), be applied to satisfy other obligations of the Borrowers under this
Agreement. If a 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 2.25. Replacement of Lenders, Issuing Banks, Etc. If
any Lender or any Issuing Bank requests compensation under Sections 2.12, 2.16
or 2.17 or if any Borrower is required to pay any additional amount to any
Lender or any Issuing Bank or any Governmental Authority for the account of any
Lender or any Issuing Bank pursuant to Section 2.20, or if any Lender suspends
the right of any Borrower to elect Eurodollar Rate Advances from such Lender
pursuant to Section 2.18, or if any Lender defaults in its obligation to fund
Advances hereunder, or any Issuing Bank defaults in its obligation to issue
Letters of Credit hereunder, then the Company may, at its sole expense and
effort, upon notice to such Lender or such Issuing Bank, as applicable, and the
Administrative Agent, in the case of an Issuing Bank, replace such Issuing Bank
in accordance with Section 2.24(i), or in the case of a Lender, require such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.7), all its interests, rights and
obligations under this Agreement (other than any outstanding CAF Advances held
by it) 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
Advances (other than CAF Advances) and 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 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 Sections 2.12 , 2.16 or 2.17 or payments required to be made
pursuant to Section



                                       35
<PAGE>

2.20, such assignment will result in a reduction in such compensation or
payments. A Lender or an Issuing Bank, as applicable, shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or Issuing Bank, as applicable, or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.

                                  ARTICLE III

                     CONDITIONS OF EFFECTIVENESS AND LENDING

                  SECTION 3.1. Conditions Precedent to Effectiveness of this
Agreement. This Agreement shall become effective (the "Effective Date") when (i)
it shall have been executed by the Company, EPNGC, Tennessee, CGP, the
Administrative Agent, the CAF Advance Agent, the Issuing Bank, the
Co-Documentation Agents and the Syndication Agent, (ii) the Administrative Agent
and the Company either shall have been notified by each Lender and each initial
Issuing Bank, as applicable, that such Lender or initial Issuing Bank, as
applicable, has executed it or shall have received a counterpart of this
Agreement executed by such Lender (or compliance with the forgoing shall have
been waived by the Lenders and the applicable Issuing Bank) and (iii) each
Lender that has delivered an executed signature page to this Agreement shall
have received the amendment fee set forth in the fee letter dated as of June 26,
2002, from J.P. Morgan Securities Inc. and JPMorgan to the Company. Anything in
this Agreement to the contrary notwithstanding, if all of the conditions to
effectiveness of this Agreement specified in this Section 3.1 shall not have
been fulfilled on or before June 27, 2002, this Agreement, and all of the
obligations of the Company, the Lenders, the Issuing Bank, the Administrative
Agent and the CAF Advance Agent hereunder, shall be terminated on and as of 6:00
P.M. (New York City time) on June 27, 2002 and the Original Agreement shall
continue to be in full force and effect without giving effect to any amendment
or modification contained herein; provided, however, that as soon as the
Administrative Agent determines that all of the conditions to effectiveness of
this Agreement specified in this Section 3.1 shall have been fulfilled on or
before June 27, 2002, the Administrative Agent shall furnish written notice to
the Company, the Lenders and each initial Issuing Bank to the effect that it has
so determined, and such notice by the Administrative Agent shall constitute
conclusive evidence that this Agreement shall have become effective for all
purposes. Notwithstanding the foregoing, the obligations of the Company to pay
fees pursuant to Section 2.8 as well as all obligations of the Borrowers
pursuant to Section 9.4 shall survive the termination of this Agreement.

                  SECTION 3.2. Conditions Precedent to Initial Advances, Etc.
The agreement of each Lender to make the initial Advances to be made by it to
the Borrowers hereunder and the agreement of an Issuing Bank to issue its
initial Letter of Credit hereunder are subject to (the first date that is on or
after June 27, 2002 and upon which all conditions listed in Section 3.2(a) and
3.2(b) are satisfied, the "Closing Date") (a) the occurrence of the Effective
Date hereunder and (b) the receipt by the Administrative Agent of the following
in form and substance satisfactory to the Administrative Agent and in sufficient
copies for each Lender:

                           (i) Certified copies of the resolutions of the Board
         of Directors of each of the Company, EPNGC, Tennessee and CGP approving
         the borrowings contemplated hereby and authorizing the execution of
         this Agreement and the Notes, and of all documents evidencing other
         necessary Business Entity action of each of the Company, EPNGC,
         Tennessee and CGP and governmental approvals to each of the Company,
         EPNGC, Tennessee and CGP if any, with respect to this Agreement and the
         Notes.

                           (ii) A certificate of the Secretary or an Assistant
         Secretary of each of the Company, EPNGC, Tennessee and CGP certifying
         the names and true signatures of the officers



                                       36
<PAGE>

         of each of the Company, EPNGC, Tennessee and CGP authorized to sign
         this Agreement and the other documents to be delivered by it hereunder.

                           (iii) A favorable opinion of the Senior Counsel of
         the Company, or the Associate General Counsel of the Company, in
         substantially the form of Exhibit G.

                           (iv) A favorable opinion of Jones, Day, Reavis &
         Pogue, New York counsel to the Company, EPNGC, Tennessee and CGP, in
         substantially the form of Exhibit H.

                           (v) A letter from the Process Agent, in substantially
         the form of Exhibit I, agreeing to act as Process Agent for each of the
         Company, EPNGC, Tennessee and CGP and to forward forthwith all process
         received by it to the Company, EPNGC, Tennessee and CGP, as applicable.

                  SECTION 3.3. Conditions Precedent to Initial Advances to Any
Borrowing Subsidiary, Etc. The agreement of each Lender to make the initial
Advances to be made by it to any Borrowing Subsidiary (other than EPNGC,
Tennessee and CGP) and the agreement of each Issuing Bank to issue Letters of
Credit hereunder for the account of any Borrowing Subsidiary (other than EPNGC,
Tennessee and CGP) are further subject to the Administrative Agent receiving the
following, in form and substance satisfactory to the Administrative Agent and
(except for the Notes) in sufficient copies for each Lender:

                  (a) A Joinder Agreement executed and delivered by such
         Borrowing Subsidiary conforming to the requirements hereof.

                  (b) Notes, dated the date such Borrowing Subsidiary executes
         and delivers its Joinder Agreement, made by such Borrowing Subsidiary
         to the order of each Lender requesting a Note, respectively.

                  (c) A certificate of the Secretary or an Assistant Secretary
         of such Borrowing Subsidiary certifying the names and true signature of
         the officers of such Borrowing Subsidiary authorized to sign the
         Joinder Agreement and the other documents to be delivered by it
         hereunder.

                  (d) A favorable opinion of the Senior Counsel or Associate
         General Counsel of the Company, given upon the express instructions of
         the Company, in substantially the form of Exhibit K, and as to such
         other matters as any Lender through the Administrative Agent may
         reasonably request, with such assumptions, qualifications and
         exceptions as the Administrative Agent may approve.

                  (e) A favorable opinion of Jones, Day, Reavis & Pogue or other
         New York counsel to the Company reasonably satisfactory to the
         Administrative Agent, in substantially the form of Exhibit L, and as to
         such other matters as any Lender through the Administrative Agent may
         reasonably request, with such assumptions, qualifications and
         exceptions as the Administrative Agent may approve.

                  (f) A letter from the Process Agent, in substantially the form
         of Exhibit I, agreeing to act as Process Agent for such Borrowing
         Subsidiary, as the case may be, and to forward forthwith all process
         received by it to such Borrowing Subsidiary.

                  SECTION 3.4. Conditions Precedent to Each Borrowing, Etc. The
obligation of each Lender to make an Advance (including the initial Advance, but
excluding any continuation or Conversion of an Advance) on the occasion of any
Borrowing and the obligation of an Issuing Bank to issue a




                                       37
<PAGE>

requested Letter of Credit for the account of any Borrower shall be subject to
the conditions precedent that on or before the date of such Borrowing or
issuance of such Letter of Credit this Agreement shall have become effective
pursuant to Section 3.1 and, before and immediately after giving effect to such
Borrowing and to the application of the proceeds therefrom or the issuance of
such Letter of Credit, as applicable, the following statements shall be true and
correct, and the giving by the applicable Borrower or the Company on such
Borrower's behalf of the applicable Notice of Borrowing or notice of request of
Letter of Credit and the acceptance by the applicable Borrower of the proceeds
of such Borrowing or the acceptance of the issuance of such Letter of Credit
shall constitute its representation and warranty that on and as of the date of
such Borrowing, before and immediately after giving effect thereto and to the
application of the proceeds therefrom, the following statements are true and
correct:

                           (i) each representation and warranty contained in
         Section 4.1 is correct in all material respects as though made on and
         as of such date; and

                           (ii) no event has occurred and is continuing, or
         would result from such Borrowing, which constitutes an Event of Default
         or a Default.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.1. Representations and Warranties of the Borrowers.
Each Borrower represents and warrants as follows:

                  (a) The Company is a Business Entity duly formed, validly
         existing and, if applicable, in good standing under the laws of the
         State of Delaware. Each Principal Subsidiary is duly organized or
         formed, validly existing and, if applicable, in good standing in the
         jurisdiction of its organization or formation. The Company and each
         Principal Subsidiary possess 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.

                  (b) The execution, delivery and performance by each Borrower
         of this Agreement, each Joinder Agreement, if any, to which it is a
         party and its Notes (as applicable) are within such Borrower's
         applicable Business Entity powers, have been duly authorized by all
         necessary applicable Business Entity action, and do not contravene (A)
         such Borrower's organizational documents or (B) any law or any material
         contractual restriction binding on or affecting such Borrower.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         is required for the due execution, delivery and performance by such
         Borrower of this Agreement, each Joinder Agreement, if any, to which it
         is a party or its Notes (as applicable), except those necessary to
         comply with laws, rules, regulations and orders required in the
         ordinary course to comply with ongoing obligations of such Borrower
         under Section 5.1(a) and (b).

                  (d) This Agreement constitutes, its Notes and each Joinder
         Agreement, if any, to which it is a party (as applicable) when
         delivered hereunder shall constitute the legal, valid and binding
         obligations of each Borrower, enforceable against such Borrower in
         accordance with their respective terms, except as may be limited by any
         applicable bankruptcy, insolvency,



                                       38
<PAGE>

         reorganization, moratorium or similar laws affecting creditors' rights
         generally or by general principles of equity.

                  (e) The consolidated balance sheet of the Company and its
         consolidated Subsidiaries as at December 31, 2001, 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 PricewaterhouseCoopers LLP, independent public accountants, copies
         of which have been furnished to the Administrative Agent and the
         Lenders prior to the date hereof, fairly present 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, and since
         December 31, 1999, there has been no material adverse change in such
         condition or operations. The unaudited consolidated balance sheet of
         the Company and its consolidated Subsidiaries as of March 31, 2002, and
         the related consolidated statements of income and cash flows of the
         Company and its consolidated Subsidiaries for the three months then
         ended, certified by the chief financial officer of the Company, copies
         of which have been furnished to the Administrative Agent and the
         Lenders prior to the date hereof, fairly present the consolidated
         results of operations of the Company and its consolidated Subsidiaries
         for the three months then ended, all in accordance with GAAP
         consistently applied (except as approved by the chief financial officer
         of the Company and as disclosed therein) and subject to normal year-end
         audit adjustments.

                  (f) 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.

                  (g) There is no action, suit or proceeding pending, or to the
         knowledge of any Borrower threatened, against or involving the Company
         or any Principal Subsidiary in any court, or before any arbitrator of
         any kind, or before or by any governmental body, existing as at the
         Effective Date which in the reasonable judgment of the Company (taking
         into account the exhaustion of all appeals) would have a Material
         Adverse Effect, or which purports to affect the legality, validity,
         binding effect or enforceability of this Agreement or the Notes.

                  (h) The Company and each Principal Subsidiary have duly filed
         all tax returns required to be filed, and have 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 appropriate Subsidiary.

                  (i) The Company and each Principal Subsidiary have good title
         to their respective properties and assets, free and clear of all
         mortgages, liens and encumbrances, except for mortgages, liens and
         encumbrances (including covenants, restrictions, rights, easements and
         minor irregularities in title) which do not materially interfere with
         the business or operations of the Company or such Subsidiary as
         presently conducted or which are permitted by Section 5.2(a), and
         except that no representation or warranty is being made with respect to
         Margin Stock.

                  (j) 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 Section 7.1(g).



                                       39
<PAGE>

                  (k) 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 an aggregate liability that would exceed 10% of
         the Net Worth of the Company.

                  (l) 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
         furnished to the Administrative Agent, fairly present 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.

                  (m) 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 exceed
         10% of the Net Worth of the Company.

                  (n) 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, 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
         Section 7.1(i).

                  (o) No Borrower is an "investment company" or a "company"
         controlled by an "investment company" within the meaning of the
         Investment Company Act of 1940, as amended.

                  (p) No Borrower is a "holding company" or a "subsidiary
         company" of a "holding company" within the meaning of the Public
         Utility Holding Company Act of 1935, as amended.

                  (q) The borrowings by the Borrowers under this Agreement and
         the Notes and the applications of the proceeds thereof as provided
         herein will not violate Regulation T, U or X of the Board of Governors
         of the Federal Reserve System.

All representations and warranties made by the Borrowers herein or made in any
certificate delivered pursuant hereto shall survive the making of the Advances
and the execution and delivery to the Lenders of this Agreement and the Notes.

                                   ARTICLE V

                           COVENANTS OF THE BORROWERS

                  SECTION 5.1. Affirmative Covenants. So long as any amount
payable by any Borrower hereunder or under any Note shall remain unpaid, any
Lender shall have any Commitment hereunder, any Letter of Credit shall not have
expired or terminated or any LC Disbursement shall not have been reimbursed,
each Borrower will, unless the Majority Lenders shall otherwise consent in
writing:

                  (a) Preservation of Existence, Etc. Preserve and maintain,
         and, in the case of the Company, cause each Principal Subsidiary to
         preserve and maintain, its existence, rights (organizational and
         statutory) and material franchises, except as otherwise permitted by
         Section



                                       40
<PAGE>

         5.2(d) or 5.2(e) and except that nothing herein shall prevent any
         change in Business Entity form of the Company or any Principal
         Subsidiary.

                  (b) Compliance with Laws, Etc. Comply, and, in the case of the
         Company, cause each Principal Subsidiary 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.

                  (c) 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 with their independent
         certified public accountants.

                  (d) 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 (i) consistently applied or (ii) 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 5.3(b)) report on the
         financial statements of the Company and its consolidated Subsidiaries
         for the fiscal year in which such change shall have occurred.

                  (e) Maintenance of Properties, Etc. Maintain and preserve,
         and, in the case of the Company, cause each Principal Subsidiary to
         maintain and preserve, all of its properties which 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.

                  (f) Maintenance of Insurance. Maintain, and, in the case of
         the Company, cause each Principal Subsidiary to maintain, insurance
         with responsible and reputable insurance companies or associations in
         such amounts and covering such risks as is usually carried by companies
         engaged in similar businesses and owning similar properties in the same
         general areas in which the Company or such Subsidiary operates.

                  SECTION 5.2. Negative Covenants. So long as any amount payable
by any Borrower hereunder or under any Note shall remain unpaid, any Lender
shall have any Commitment hereunder, any Letter of Credit shall not have expired
or terminated or any LC Disbursement shall not have been reimbursed, each
Borrower will not, unless the Majority Lenders shall otherwise consent in
writing:

                  (a) Liens, Etc. (i) Create, assume or suffer to exist, or, in
         the case of the Company, permit any Principal Subsidiary to create,
         assume or suffer to exist, any Liens upon or with respect to any of its
         Equity Interests in any Principal Subsidiary, whether now owned or
         hereafter acquired, or (ii) create or assume, or, in the case of the
         Company, permit any Principal Subsidiary to create or assume, any Liens
         upon or with respect to any other assets material to the consolidated
         operations of the Company and its consolidated Subsidiaries taken as a
         whole securing the payment of Indebtedness and Guaranties in an
         aggregate amount (determined without duplication of amount (so that the
         amount of a Guaranty will be excluded to the extent the Indebtedness
         Guaranteed thereby is included in computing such aggregate amount))


                                       41
<PAGE>

         exceeding the greater of (x) $300,000,000 and (y) 10% of Net Worth as
         at the date of such creation or assumption; provided, however, that
         this subsection (a) shall not apply to:

                           (A) 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 which are directly
                  or indirectly owned by any Project Financing Subsidiary)
                  securing the payment of a Project Financing and related
                  obligations;

                           (B) Liens on (1) assets acquired by the Company or
                  any of its Subsidiaries after February 11, 1992 to the extent
                  that such Liens existed at the time of such acquisition and
                  were not placed thereon by or with the consent of the Company
                  in contemplation of such acquisition and (2) Equity Interests
                  acquired after February 11, 1992 in a Business Entity that has
                  become or becomes a Subsidiary of the Company, or on assets of
                  any such Business Entity, to the extent that such Liens
                  existed at the time of such acquisition and were not placed
                  thereon by or with the consent of the Company in contemplation
                  of such acquisition;

                           (C) Liens created by any Alternate Program or any
                  document executed by any Borrower or any Subsidiary in
                  connection therewith;

                           (D) Liens on Margin Stock;

                           (E) Permitted Liens;

                           (F) Liens arising out of the refinancing, extension,
                  renewal or refunding of any Indebtedness or Guaranty or other
                  obligation secured by any Lien permitted by any of the
                  foregoing clauses of this Section, provided that the principal
                  amount of such Indebtedness or Guaranty or other obligation is
                  not increased (except by the amount of costs reasonably
                  incurred in connection with the issuance thereof) beyond the
                  highest previous amount thereof and such Indebtedness or
                  Guaranty or other obligation is outstanding immediately prior
                  to the refinancing, extension, renewal or refunding and is not
                  secured by any additional assets that would not have been
                  permitted by this Section to secure the Indebtedness or
                  Guaranty or other obligation refinanced, extended, renewed or
                  refunded; and

                           (G) Liens on products and proceeds (including
                  dividend, interest and like payments on, 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, collateral subject to Liens permitted by this Section
                  5.2(a).

                  (b) Consolidated Debt and Guarantees to Capitalization. Permit
         the ratio of (A) the sum of (1) the aggregate amount of consolidated
         Debt of the Company and its consolidated Subsidiaries (without
         duplication of amount under this clause (A) and determined as to all of
         the foregoing entities on a consolidated basis) plus (2) the aggregate
         amount of consolidated Guaranties of the Company and its consolidated
         Subsidiaries (without duplication of amount under this clause (A) and
         determined as to all of the foregoing entities on a consolidated basis)
         to (B) Capitalization of the Company (without duplication and
         determined as to all of the foregoing entities on a consolidated basis)
         to exceed 0.7 to 1.0.



                                       42
<PAGE>

                  (c) Debt, Etc. In the case of the Company, permit any of its
         consolidated Subsidiaries to incur or become liable for any Debt, any
         Guaranty or any reimbursement obligation with respect to any letter of
         credit (other than any Project Financing), if, immediately after giving
         effect to such Debt, Guaranty or reimbursement obligation and the
         receipt and application of any proceeds thereof or value received in
         connection therewith, the aggregate amount (determined without
         duplication of amount) of Debt, Guaranties and letter of credit
         reimbursement obligations of the Company's consolidated Subsidiaries
         owing to Persons other than the Company and its consolidated
         Subsidiaries (other than any Project Financing) would exceed the
         greater of (x) $600,000,000 and (y) 10% of Net Worth determined as at
         the date of incurrence or assumption thereof; provided, however, that
         the following Debt, Guaranties or reimbursement obligations shall be
         excluded from the application of, and calculation set forth in, this
         paragraph (c): (A) Debt, Guaranties or reimbursement obligations
         incurred by (x) Mojave or (y) EPNGC, (B) Debt, Guaranties or
         reimbursement obligations arising under (x) the EPTPC Facility or (y)
         this Agreement or the 364-Day Facility, (C) Debt, Guaranties or
         reimbursement obligations incurred by El Paso Field Services Company up
         to an amount not to exceed at any time outstanding the tangible net
         worth of El Paso Field Services Company, provided that such Debt may be
         guaranteed by the Company, (D) Excluded Acquisition Debt, (E)
         successive extensions, refinancings or replacements (at the same
         Subsidiary or at any other consolidated Subsidiary of the Company) of
         Debt, Guaranties or reimbursement obligations (or commitments in
         respect thereof) referred to in clauses (A), (B) and (D) above and in
         an amount not in excess of the amounts so extended, refinanced or
         replaced (or the amount of commitments in respect thereof) and (F)
         Debt, Guarantees or reimbursement obligations incurred by Tennessee or
         CGP pursuant to one or more commercial paper programs allowing for the
         issuance by Tennessee or CGP of items of commercial paper having
         maturity dates not later than one year from the dates of their
         respective issuance provided that such Debt, Guarantees or
         reimbursement obligations of Tennessee or CGP shall be in an aggregate
         amount not to exceed at any time the excess of (x) the sum of (1) the
         aggregate amount of Commitments and (2) the aggregate amount of
         Commitments as defined in the 364-Day Facility, over (y) the sum of (1)
         the aggregate amount of Advances, (2) the aggregate amount of Advances,
         as defined in and outstanding pursuant to, the 364-Day Facility, and
         (3) the aggregate principal amount of commercial paper outstanding from
         time to time that (I) is issued by the Company and its Subsidiaries
         (other than Tennessee or CGP) and (II) relies upon credit availability
         under either this Agreement or the 364-Day Facility for commercial
         paper liquidity purposes.

                  (d) Sale, Etc. of Assets. Sell, lease or otherwise transfer,
         or, in the case of the Company, permit any Principal Subsidiary to
         sell, lease or otherwise transfer, (in either case, whether in one
         transaction or in a series of transactions) assets constituting all or
         substantially all of the consolidated assets of the Company and its
         Principal Subsidiaries taken as a whole, provided that provisions of
         this subsection (d) shall not apply to:

                           (i) any sale of receivables and related rights
                  pursuant to any Alternate Program;

                           (ii) any Project Financing Subsidiary and the assets
                  thereof;

                           (iii) sales, leases or other transfers of assets or
                  capital stock of any Subsidiary of the Company other than any
                  Principal Subsidiary;

                           (iv) any sale of Margin Stock;



                                       43
<PAGE>

                           (v) any sale of up to 20% of the equity of El Paso
                  Field Services Company in an initial public offering of such
                  Person's Equity Interests;

                           (vi) any sale, lease or other transfer to the Company
                  or any Principal Subsidiary, or to any Business Entity that
                  after giving effect to such transfer will become and be either
                  (A) a Principal 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 thereto or (B) a directly or indirectly
                  wholly-owned Principal Subsidiary;

                           (vii) any transfer permitted by Section 5.2(e); and

                           (viii) any transfer to the Company or any of its
                  Subsidiaries of any stock or assets other than FERC regulated
                  assets (or stock or any other equity interest in an entity
                  owning FERC regulated assets) used in the mainline gas
                  transmission business; provided that no Event of Default or
                  Default shall have occurred and be continuing before and
                  immediately after giving effect to such transfer.

                  (e) Mergers, Etc. Merge or consolidate with any Person, or in
         the case of the Company permit any of its Principal Subsidiaries to
         merge or consolidate with any Person, except that (i) any Principal
         Subsidiary may merge or consolidate with (or liquidate into) any other
         Subsidiary (other than a Project Financing Subsidiary, unless the
         successor Business Entity is not treated as a Project Financing
         Subsidiary under this Agreement) or may merge or consolidate with (or
         liquidate into) the Company, provided that (A) if such Principal
         Subsidiary merges or consolidates with (or liquidates into) the
         Company, either (x) the Company shall be the continuing or surviving
         Business Entity or (y) the continuing or surviving Business Entity is
         organized under the laws of the United States or a State thereof and
         unconditionally assumes by agreement all of the performance obligations
         and payment Obligations of the Company under this Agreement and the
         Notes and (B) if any such Principal Subsidiary merges or consolidates
         with (or liquidates into) any other Subsidiary, one or more Business
         Entities that are Subsidiaries are the continuing or surviving Business
         Entity (ies) and, if either such Subsidiary is not directly or
         indirectly wholly-owned by the Company, such merger or consolidation is
         on an arm's length basis, and (ii) the Company or any Principal
         Subsidiary may merge or consolidate with any other Business Entity
         (that is, in addition to the Company or any Subsidiary), provided that
         (A) if the Company merges or consolidates with any such other Business
         Entity, either (x) the Company is the continuing or surviving Business
         Entity or (y) the continuing or surviving Business Entity is organized
         under the laws of the United States or a State thereof and
         unconditionally assumes by agreement all of the performance obligations
         and payment Obligations of the Company under this Agreement and the
         Notes, (B) if any Principal Subsidiary merges or consolidates with any
         such other Business Entity, the surviving Business Entity is directly
         or indirectly a wholly-owned Principal Subsidiary of the Company, (C)
         if either the Company or any Principal Subsidiary merges or
         consolidates with any such other Business Entity, after giving effect
         to such merger or consolidation no Event of Default or Default shall
         have occurred and be continuing and (D) if any Principal Subsidiary
         which is a party to any merger, consolidation or liquidation permitted
         by this paragraph (e) is a Borrowing Subsidiary, either (x) such
         Principal Subsidiary shall be the continuing or surviving Business
         Entity or (y) the continuing or surviving Business Entity is organized
         under the laws of the United States or a State thereof and
         unconditionally assumes by agreement all of the performance obligations
         and payment Obligations of such Borrowing Subsidiary under this
         Agreement and the Notes (the Borrowers and the Lenders agreeing that it
         is their intention that each Business Entity that is a Borrower be
         organized under the laws of the United States or a State thereof).



                                       44
<PAGE>

                  SECTION 5.3. Reporting Requirements. So long as any amount
payable by any Borrower hereunder or under any Note shall remain unpaid or any
Lender shall have any Commitment hereunder, the Company will 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 EPNGC, a consolidated balance
         sheet of each of the Company and EPNGC 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 EPNGC and its
         respective consolidated 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) as being
         fairly stated in all material respects by the chief financial officer,
         controller or treasurer of the Company 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 which is continuing hereunder
         or of any event not theretofore remedied which 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 the Company is in compliance with the
         requirements set forth in subsections (b) and (c) of Section 5.2, and
         (iii) a listing of all Principal Subsidiaries 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
         EPNGC, a copy of the annual report for such year for each of the
         Company and EPNGC and its respective consolidated Subsidiaries
         containing financial statements for such year reported on by nationally
         recognized independent public accountants acceptable to the Lenders,
         accompanied by (i) a report signed by said accountants stating that
         such financial statements have been prepared in accordance with GAAP
         and (ii) a letter from such accountants stating that in making the
         investigations necessary for such report they obtained no knowledge,
         except as specifically stated therein, of any Event of Default which is
         continuing hereunder or of any event not theretofore remedied which
         with notice or lapse of time or both would constitute such an Event of
         Default (which letter may be limited in form, scope and substance to
         the extent required by applicable accounting rules or guidelines in
         effect from time to time);

                  (c) within 120 days after the close of each of the Company's
         fiscal years, a certificate of the chief financial officer, controller
         or treasurer of the Company stating (i) whether or not he has knowledge
         of the occurrence of any Event of Default which is continuing hereunder
         or of any event not theretofore remedied which 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 the Company is in compliance with the
         requirements set forth in subsections (b) and (c) of Section 5.2 and
         (iii) a listing of all Principal Subsidiaries 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 which the Company or any Principal
         Subsidiary sends to any of its security holders and copies of all
         publicly available reports and registration statements which the
         Company or any Principal Subsidiary files with the Securities and
         Exchange Commission or any national securities exchange other than
         registration statements relating to employee benefit plans and to
         registrations of securities for selling security holders;



                                       45
<PAGE>

                  (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 the Company to or with the FERC with respect to each fiscal
         year of the Company;

                  (f) promptly in writing, notice of all litigation and of all
         proceedings before any governmental or regulatory agencies against or
         involving the Company or any Principal Subsidiary, except any
         litigation or proceeding which in the reasonable judgment of the
         Company (taking into account the exhaustion of all 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 an executive officer of
         the Company obtains knowledge of the occurrence of any Event of Default
         which is continuing or of any event not theretofore remedied which with
         notice or lapse of time, or both, would constitute an Event of Default,
         notice of such occurrence together with a detailed statement by a
         responsible officer of the Company of the steps being taken by the
         Company or the appropriate Subsidiary to cure the effect of such 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 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 the chief financial officer or treasurer of
         the Company describing such Termination Event and the action, if any,
         which the Company or such ERISA Affiliate proposes to take with respect
         thereto;

                  (i) promptly and in any event within two 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;

                  (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; 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 subsections (a) and (b) of this Section 5.3 shall contain
comparative financial information which conforms to the



                                       46
<PAGE>

presentation required in Form 10-Q and 10-K, as appropriate, under the
Securities Exchange Act of 1934, as amended.

                  SECTION 5.4. Restrictions on Material Subsidiaries. The
Company will not, and will not permit any Material Subsidiary, to enter into any
agreement or understanding pursuant to which (a) any non-equity interest claim
the Company may have against any Material Subsidiary would be subordinate in any
manner to the payment of any other obligation of such Material Subsidiary (other
than waivers or subordination of subrogation, contribution or similar rights
under Guaranties and similar agreements) or (b) by its terms limits or restricts
the ability of such Material Subsidiary to make funds available to the Company
(whether by dividend or other distribution, by replacement of any inter-company
advance or otherwise) if, in any such case referred to in this Section 5.4,
there is, at the time any such agreement is entered into, a reasonable
likelihood that all such agreements and understandings, considered together,
would materially and adversely affect the ability of the Company to meet its
obligations as they become due.

                                   ARTICLE VI

                                   GUARANTEES

                  SECTION 6.1. Guarantees. (a) Subject to the provisions of
Section 6.1(b), each Borrower hereby unconditionally and irrevocably guarantees
to the Administrative Agent, for the ratable benefit of the Lenders and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment by each other Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations owing by such other
Borrower.

                  (b) Anything in this Article VI to the contrary
notwithstanding, the maximum liability of each Borrower (other than a Borrower
which is guaranteeing the Obligations of its Subsidiaries) under this Article VI
shall in no event exceed the amount which can be guaranteed by such Borrowing
Subsidiary under applicable federal and state laws relating to the insolvency of
debtors.

                  (c) Each Borrower agrees that the Obligations owing by any
other Borrower may at any time and from time to time exceed the amount of the
liability of such other Borrower under this Article VI without impairing the
guarantee of such Borrower under this Article VI or affecting the rights and
remedies of the Administrative Agent or any Lender under this Article VI.

                  (d) No payment or payments made by any Borrower or any other
Person or received or collected by the Administrative Agent or any Lender from
any Borrower 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 Borrowers under this Article VI
which shall, notwithstanding any such payment or payments, continue until the
Obligations are paid in full and the Commitments are terminated.

                  (e) Each Borrower agrees that whenever, at any time, or from
time to time, it shall make any payment to the Administrative Agent or any
Lender on account of its liability under this Article VI, it will notify the
Administrative Agent in writing that such payment is made under this Article VI
for such purpose.

                  SECTION 6.2. No Subrogation. Notwithstanding any payment or
payments made by any Borrower under this Article VI or any set-off or
application of funds of such Borrower by the Administrative Agent or any Lender,
such Borrower shall not be entitled to be subrogated to any of the



                                       47
<PAGE>

rights of the Administrative Agent or any Lender against any other Borrower or
against any collateral security or guarantee or right of offset held by the
Administrative Agent or any Lender for the payment of the Obligations, nor shall
such Borrower seek or be entitled to seek any contribution or reimbursement from
any other Borrower in respect of payments made by such Borrower hereunder, until
all amounts owing to the Administrative Agent and the Lenders by the other
Borrowers on account of the Obligations are paid in full and the Commitments are
terminated. If any amount shall be paid to any Borrower on account of such
subrogation rights at any time when all of the Obligations shall not have been
paid in full, such amount shall be held by such Borrower in trust for the
Administrative Agent and the Lenders, segregated from other funds of such
Borrower, and shall, forthwith upon receipt by such Borrower, be turned over to
the Administrative Agent in the exact form received by such Borrower (duly
indorsed by such Borrower to the Administrative Agent, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as
the Administrative Agent may determine.

                  SECTION 6.3. Amendments, etc. with respect to the Obligations;
Waiver of Rights. Each Borrower shall remain obligated under this Article VI
notwithstanding that, without any reservation of rights against such Borrower,
and without notice to or further assent by such Borrower, any demand for payment
of any of the Obligations made by the Administrative Agent or any Lender may be
rescinded by the Administrative Agent or such Lender, and any of the Obligations
continued, and the Obligations, or the liability of any other party 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 Administrative Agent or any Lender, and this
Agreement, any Notes and any other documents executed and delivered in
connection herewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Administrative Agent (or the Majority 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 the Administrative Agent or any
Lender for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Administrative Agent nor any Lender shall
have any obligation to protect, secure, perfect or insure any Lien at any time
held by it as security for the Obligations or for this Agreement or any property
subject thereto. When making any demand hereunder against any Borrower, the
Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on the applicable Borrowing Subsidiaries or any other
guarantor, and any failure by the Administrative Agent or any Lender to make any
such demand or to collect any payments from the other Borrowers or any such
other guarantor or any release of the other Borrowers or such other guarantor
shall not relieve such Borrower of its obligations or liabilities hereunder, and
shall not impair or affect the rights and remedies, express or implied, or as a
matter of law, of the Administrative Agent or any Lender against such Borrower
for the purposes hereof "demand" shall include the commencement and continuance
of any legal proceedings.

                  SECTION 6.4. Guarantee Absolute and Unconditional. Each
Borrower waives any and all notice of the creation, renewal, extension or
accrual of any of the Obligations and notice of or proof of reliance by the
Administrative Agent or any Lender upon this Agreement or acceptance of this
Agreement; the 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 this Agreement; and all dealings between any Borrower,
on the one hand, and the Administrative Agent and the Lenders, on the other,
shall likewise be conclusively presumed to have been had or consummated in
reliance upon this Agreement. Each Borrower waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
other Borrowers with respect to the Obligations. The guarantee contained in this
Article VI shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity, regularity or
enforceability of this Agreement, any Note, any of the 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 Administrative Agent or any
Lender, (b) any defense,



                                       48
<PAGE>

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 Borrower against the
Administrative Agent or any Lender, or (c) any other circumstance whatsoever
(with or without notice to or knowledge of any Borrower) which constitutes, or
might be construed to constitute, an equitable or legal discharge of any
Borrower for the Obligations, or of the Borrowers under this Agreement, in
bankruptcy or in any other instance. When pursuing its rights and remedies
hereunder against any Borrower, the Administrative Agent and any Lender may, but
shall be under no obligation to, pursue such rights and remedies as it may have
against any other Borrower or any other Person or against any collateral
security or guarantee for the Obligations or any right of offset with respect
thereto, and any failure by the Administrative Agent or any Lender to pursue
such other rights or remedies or to collect any payments from other Borrowers or
any such 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 other
Borrower or any such other Person or of any such collateral security, guarantee
or right of offset, shall not relieve any Borrower of any liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Administrative Agent or any Lender
against such Borrower. The guarantees contained in this Article VI shall remain
in full force and effect and be binding in accordance with and to the extent of
its terms upon each Borrower and its successors and assigns thereof, and shall
inure to the benefit of the Administrative Agent and the Lenders, and their
respective successors, indorsees, transferees and assigns, until all the
Obligations and the obligations of the Borrowers under this Agreement shall have
been satisfied by payment in full and the Commitments shall be terminated,
notwithstanding that from time to time during the term of this Agreement the
Borrowers may be free from any Obligations.

                  SECTION 6.5. Reinstatement. The provisions of this Article VI
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 Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent or any Lender
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
any Borrower or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, any Borrower or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

                  SECTION 7.1. Event 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 Advances or Notes or any reimbursement
         obligations in respect of any LC Disbursements when due, or any
         interest on any of its Advances 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
         Borrower herein or by any Borrower (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; or

                  (c) Any Borrower shall fail to perform or observe any other
         term, covenant or agreement contained in this Agreement 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


                                       49
<PAGE>

         Borrower by the Administrative Agent or by any Lender with a copy to
         the Administrative Agent; or

                  (d) The Company or any Principal Subsidiary shall fail to pay
         any Debt or Guaranty (excluding Debt incurred pursuant hereto) of the
         Company or such Principal Subsidiary in an aggregate principal amount
         of $200,000,000 or more, at such time, 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 or
         Guaranty; or any other default under any agreement or instrument
         relating to any such Debt, or any other event, 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; or any such Debt shall be
         required to be prepaid (other than by a regularly scheduled required
         prepayment), prior to the stated maturity thereof, as a result of
         either (i) any default under any agreement or instrument relating to
         any such Debt or (ii) the occurrence of any other event (other than an
         issuance, sale or other disposition of stock or other assets, or an
         incurrence or issuance of Indebtedness or other obligations, giving
         rise to a repayment or prepayment obligation in respect of such Debt)
         the effect of which would otherwise be to accelerate the maturity of
         such Debt; provided that, notwithstanding any provision contained in
         this subsection (d) to the contrary, to the extent that pursuant to the
         terms of any agreement or instrument relating to any Debt or Guaranty
         referred to in this subsection (d) (or in the case of any such
         Guaranty, relating to any obligations Guaranteed thereby), any sale,
         pledge or disposal of Margin Stock, or utilization of the proceeds of
         such sale, pledge or disposal, would result in a breach of any covenant
         contained therein or otherwise give rise to a default or event of
         default thereunder and/or acceleration of the maturity of the Debt or
         obligations extended pursuant thereto, or payment pursuant to any
         Guaranty, and as a result of such terms or of such sale, pledge,
         disposal, utilization, breach, default, event of default or
         acceleration or nonpayment under such Guaranty, or the provisions
         thereof relating thereto, this Agreement or any Advance hereunder would
         otherwise be subject to the margin requirements or any other
         restriction under Regulation U issued by the Board of Governors of the
         Federal Reserve System, then such breach, default, event of default or
         acceleration, or nonpayment under any Guaranty, shall not constitute a
         default or Event of Default under this subsection (d); or

                  (e) (i) The Company or any Principal Subsidiary 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 the Company or any Principal
         Subsidiary 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 the Company or any Principal Subsidiary
         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) the Company or any Principal Subsidiary shall take any
         corporate action to authorize any of the actions set forth above in
         this subsection (e); or

                  (f) Any judgment or order of any court for the payment of
         money in excess of $100,000,000 shall be rendered against the Company
         or any Principal Subsidiary and either



                                       50
<PAGE>


         (i) enforcement proceedings shall have been commenced and are
         continuing or have been completed by any creditor upon such judgment or
         order (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 lien, or payment over in respect of such garnishment or
         similar order, has commenced and is continuing or has been completed)
         or (ii) there shall be any period of 30 consecutive days during which a
         stay of execution or of enforcement proceedings (other than those
         referred to in the parenthesis in clause (i) above) in respect of such
         judgment or order, by reason of a pending appeal, bonding or otherwise,
         shall not be in effect; or

                  (g) (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 exceed 10%
         of Net Worth; or

                  (h) Upon completion of, and pursuant to, a transaction, or a
         series of transactions (which may include prior acquisitions of capital
         stock of the Company in the open market or otherwise), involving a
         tender offer (i) a "person" (within the meaning of Section 13(d) of the
         Securities Exchange Act of 1934) other than 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 and (ii) at any time
         before the later of (A) six months after the completion of such tender
         offer and (B) the next annual meeting of the shareholders of the
         Company following the completion of such tender offer more than half of
         the directors of the Company consists of individuals who (1) were not
         directors before the completion of such tender offer and (2) were not
         appointed, elected or nominated by the Board of Directors in office
         prior to the completion of such tender offer (other than any such
         appointment, election or nomination required or agreed to in connection
         with, or as a result of, the completion of such tender offer); or

                  (i) Any event of default shall occur under any agreement or
         instrument relating to or evidencing any Debt now or hereafter existing
         of the Company or any Principal Subsidiary as the result of any change
         of control of the Company; or

                  (j) Any of the Guarantees contained in Article VI shall cease,
         for any reason, to be in full force and effect or any Borrower shall so
         assert; provided that if, within one Business Day after any Borrower
         receives notice from the Administrative Agent or otherwise becomes
         aware that such Guarantee is not in full force and effect, the Company
         delivers written notice to the Administrative Agent that the applicable
         Borrower intends to deliver a valid and effective Guarantee, or to
         reinstate such Guarantee, as soon as possible, then an Event of Default
         shall not exist pursuant this Section 7.1(j) unless the Company shall
         fail to deliver or reinstate or cause to be delivered or reinstated a
         Guarantee of the applicable Borrower having the same economic effect as
         the Guarantee set forth in Article VI within four Business Days after
         the delivery of such written notice of intent;



                                       51
<PAGE>

then, and in any such event, the Administrative Agent shall at the request, or
may with the consent, of the Majority Lenders, by notice to the Company, (i)
declare the obligation of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) declare the Advances and
the Notes, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances and the Notes,
all such interest and all such amounts shall become and be forthwith due and
payable, 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 subsection (e) of this Section 7.1 (except under
clause (i)(A) thereof) shall occur, (A) the obligation of each Lender to make
Advances shall automatically be terminated and (B) the Advances and the Notes,
all interest thereon and all other amounts payable under this Agreement shall
automatically become and be forthwith due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrowers.

                                  ARTICLE VIII

               THE ADMINISTRATIVE AGENT AND THE CAF ADVANCE AGENT

                  SECTION 8.1. Authorization and Action. Each Lender and Issuing
Bank hereby appoints and authorizes the Administrative Agent and the CAF Advance
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Administrative Agent and the CAF
Advance Agent by the terms hereof, together with such powers as are reasonably
incidental thereto. As to any matters not expressly provided for by this
Agreement (including enforcement of this Agreement or collection of the Notes),
the Administrative Agent and the CAF Advance Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that the Administrative Agent and the CAF Advance Agent shall
not be required to take any action which exposes the Administrative Agent or the
CAF Advance Agent to personal liability or which is contrary to this Agreement
or applicable law. The Administrative Agent and the CAF Advance Agent agree to
give to each Lender and Issuing Bank prompt notice of each notice given to it by
any Borrower pursuant to the terms of this Agreement.

                  SECTION 8.2. Administrative Agent's and CAF Advance Agent's
Reliance, Etc. None of the Administrative Agent, the CAF Advance Agent or any of
its respective directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
this Agreement, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, the
Administrative Agent and the CAF Advance Agent: (i) may treat the payee of any
Note as the holder thereof until the Administrative Agent receives and accepts
an Assignment and Acceptance entered into by the Lender which is the payee of
such Note, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.7; (ii) may consult with legal counsel (including counsel for the
Company), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender or Issuing Bank and shall not
be responsible to any Lender or Issuing Bank for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of the Borrowers or to inspect the property (including the
books and records) of the Borrowers; (v) shall not be responsible to any Lender
or Issuing Bank for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this



                                       52
<PAGE>

Agreement or any other instrument or document furnished pursuant hereto; and
(vi) shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent, certificate or other instrument or writing (which may
be by telegram, telecopier, cable or telex) believed by it to be genuine and
signed or sent by the proper party or parties.

                  SECTION 8.3. JPMorgan and Affiliates. With respect to its
Commitment, the Advances made by it and the Note issued to it, JPMorgan shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Administrative Agent or the CAF
Advance Agent; and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated, include JPMorgan in its individual capacity. JPMorgan and
its affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Company,
any of its Subsidiaries and any Person who may do business with or own
securities of the Company or any of its Subsidiaries, all as if JPMorgan were
not the Administrative Agent or the CAF Advance Agent and without any duty to
account therefor to the other Lenders.

                  SECTION 8.4. Lender Credit Decision. Each Lender and Issuing
Bank acknowledges that it has, independently and without reliance upon the
Administrative Agent, the CAF Advance Agent or any other Lender and based on the
financial statements referred to in Section 4.1 and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender and Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent, the CAF Advance Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement.

                  SECTION 8.5. Indemnification. The Lenders agree to indemnify
the Administrative Agent and the CAF Advance Agent (to the extent not reimbursed
by the Borrowers), ratably according to the respective principal amounts of the
Advances then outstanding by each of them (or if no Advances are at the time
outstanding or if any Notes are held by Persons which are not Lenders, ratably
according to the respective amounts of their aggregate Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent or the CAF Advance Agent in any way relating to or arising
out of this Agreement or any action taken or omitted by the Administrative Agent
or the CAF Advance Agent under this Agreement, provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent's or the CAF Advance Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent and the CAF Advance Agent promptly upon
demand for its ratable share of any out-of-pocket expenses (including reasonable
counsel fees) incurred by the Administrative Agent or the CAF Advance Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings, in bankruptcy or insolvency proceedings, or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, to the
extent that the Administrative Agent or the CAF Advance Agent is not reimbursed
for such expenses by the Borrowers.

                  SECTION 8.6. Successor Administrative Agent and CAF Advance
Agent. The Administrative Agent and the CAF Advance Agent may resign at any time
by giving written notice thereof to the Lenders, each Issuing Bank and the
Company and may be removed at any time with or without cause by the Majority
Lenders. Upon any such resignation or removal, the Majority Lenders shall have
the right to appoint a successor Administrative Agent or the CAF Advance Agent.
If no successor Administrative Agent or CAF Advance Agent shall have been so
appointed by the Majority Lenders, and shall have accepted such appointment,
within 30 days after the retiring Administrative



                                       53
<PAGE>

Agent's or the CAF Advance Agent's giving of notice of resignation or the
Majority Lenders' removal of the retiring Administrative Agent or CAF Advance
Agent, then such retiring Administrative Agent or CAF Advance Agent may, on
behalf of the Lenders and each Issuing Bank, appoint a successor Administrative
Agent or CAF Advance Agent, which shall be a Lender and a commercial bank
organized, or authorized to conduct a banking business, under the laws of the
United States of America or of any State thereof and having a combined capital
and surplus of at least $500,000,000. Upon the acceptance of any appointment as
Administrative Agent or CAF Advance Agent hereunder by a successor
Administrative Agent or CAF Advance Agent, such successor Administrative Agent
or CAF Advance Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent or
CAF Advance Agent, and the retiring Administrative Agent or CAF Advance Agent
shall be discharged from its duties and obligations under this Agreement. After
any retiring Administrative Agent's or CAF Advance Agent's resignation or
removal hereunder as Administrative Agent or CAF Advance Agent, the provisions
of this Article VII shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent or CAF Advance Agent
under this Agreement.

                  SECTION 8.7. Syndication Agent; Co-Documentation Agents. None
of the Lenders identified on the cover page or signature pages or in the
preamble of this Agreement as a "syndication agent" or "co-documentation agent"
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than those applicable to all Lenders as such. Without
limiting the foregoing, none of the Lenders so identified as a "syndication
agent" or "co-documentation agent" shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any of the Lenders so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.1. Amendments, Etc. An amendment or waiver of any
provision of this Agreement or the Notes, or a consent to any departure by any
Borrower therefrom, shall be effective against the Lenders and all holders of
the Notes if, but only if, it shall be in writing and signed or consented to in
writing by the Majority Lenders, and then such a waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no such amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, be effective to: (a) waive any
of the conditions specified in Article III, (b) except as contemplated by
Sections 2.4, 2.5, 2.23, 2.24(b) and 2.25, increase or extend the Commitments of
the Lenders or subject the Lenders to any additional obligations, (c) reduce the
principal of, or interest on, any Advance or the Notes or any facility fees
hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, any Advance or the Notes or any facility fees hereunder, (e) change
the percentage of the Commitments or of the aggregate unpaid principal amount of
any Advance or the Notes, or the number of Lenders, which shall be required for
the Lenders or any of them to take any action under this Agreement, (f) amend
this Section 9.1 or Section 2.21, (g) amend, waive or consent to any departure
of any provision in Article VI or (h) except as provided below, release any
Borrower from its guarantee in Article VI; provided, further, that no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent and the CAF Advance Agent in addition to the Lenders required hereinabove
to take such action, affect the rights or duties of the Administrative Agent or
the CAF Advance Agent under this Agreement or any Note; provided, still further,
that the guarantee of a Borrower under Article VI shall be released
automatically upon (i) the sale by the Company of such Borrower, provided that
such sale is permitted



                                       54
<PAGE>

under this Agreement, or (ii) such Borrower ceasing to be a Borrower (it being
understood that the Company and EPNGC shall never cease to be a Borrower
hereunder).

                  SECTION 9.2. Notices, Etc. Except as otherwise provided in
Section 2.2(a), 2.5(d) or 2.15(b), all notices and other communications provided
for hereunder shall be in writing (including telecopier and other readable
communication) and mailed by certified mail, return receipt requested,
telecopied or otherwise transmitted or delivered, if to any Borrower, c/o the
Company at El Paso Energy Building, 1001 Louisiana Street, Houston, Texas 77002,
Attention: Executive Vice President and Chief Financial Officer, Telecopier:
(713) 420-4975; if to any Lender or Issuing Bank, at its address set forth in
its Administrative Questionnaire; if to the Administrative Agent, at 270 Park
Avenue, 21st floor, New York, New York 10017, Attention: Steve Wood, Telecopier:
(212) 270-2519, Telephone: (212) 270-7056; and if to the CAF Advance Agent, at
One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention:
Jackie Reid, Telecopier: (212) 552-5777, Telephone: (212) 552-7683; or, as to
each party (including each Issuing Bank) and each Borrowing Subsidiary, at such
other address as shall be designated by such party (including each Issuing Bank)
in a written notice to the other parties. The Administrative Agent will promptly
provide to the Company a copy of each Administrative Questionnaire received in
connection with this Agreement. All such notices and communications shall, if so
mailed, telecopied or otherwise transmitted, be effective when received, if
mailed, or when the appropriate answerback or other evidence of receipt is
given, if telecopied or otherwise transmitted, respectively. A notice received
by the Administrative Agent, the CAF Advance Agent, an Issuing Bank or a Lender
by telephone pursuant to Section 2.2(a), 2.5(d) or 2.15(a) shall be effective if
the Administrative Agent, Issuing Bank or Lender believes in good faith that it
was given by an authorized representative of the applicable Borrower and acts
pursuant thereto, notwithstanding the absence of written confirmation or any
contradictory provision thereof. Notices and other communications to the Lenders
or any Issuing Bank hereunder may be delivered or furnished by email
communications pursuant to procedures approved by the Administrative Agent;
provided that the forgoing shall not apply to notices pursuant to Article II
unless otherwise agreed by the Administrative Agent and the applicable Lender or
Issuing Bank. The Administrative Agent or any Borrower each may, in its
discretion, agree to accept notices and other communications to it hereunder by
email communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

                  SECTION 9.3. No Waiver; Remedies. No failure on the part of
any Lender, any Issuing Bank, the Administrative Agent or the CAF Advance Agent
to exercise, and no delay in exercising, any right hereunder or under any Note
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right hereunder or under any Note preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

                  SECTION 9.4. Costs and Expenses; Indemnity. (a) Each
Borrower agrees to pay on demand (to the extent not reimbursed by any other
Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent in connection with the preparation, execution and delivery
of this Agreement, the Notes and the other documents to be delivered hereunder
and the fulfillment or attempted fulfillment of conditions precedent hereunder,
(ii) all reasonable costs and expenses incurred by the Administrative Agent and
its Affiliates in initially syndicating all or any portion of the Commitments
hereunder, including the related reasonable fees and out-of-pocket expenses of
counsel for the Administrative Agent or its Affiliates, travel expenses,
duplication and printing costs and courier and postage fees, and excluding any
syndication fees paid to other parties joining the syndicate, (iii) all
out-of-pocket costs and expenses, if any, incurred by the Administrative Agent,
the CAF Advance Agent, each Issuing Bank and the Lenders in connection with the
enforcement (whether through negotiations, legal proceedings in bankruptcy or
insolvency proceedings, or otherwise) of this Agreement, the Notes, the Letters
of Credit and the other documents to be delivered hereunder and thereunder,


                                       55
<PAGE>

including the reasonable fees and out-of-pocket expenses of counsel and all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of this Agreement or the Letters of Credit, and (iv) all
reasonable out-of-pocket expenses incurred by an Issuing Bank in connection with
the issuance, amendment, renewal or extension of any Letter of Credit.

                  (b) If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the
account of a Lender on any day other than the last day of the Interest Period
for such Advance, as a result of a prepayment pursuant to Section 2.15 or a
Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of
the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any
other reason attributable to such Borrower, or if any Borrower shall fail to
make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower
has given a notice requesting the same in accordance with the provisions of this
Agreement, such Borrower shall, upon demand by such Lender (with a copy of such
demand to the Administrative Agent), pay to the Administrative Agent for the
account of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses which it may reasonably incur as a result
of such payment, Conversion or failure to borrow, including any loss (excluding
loss of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by any Lender to
fund or maintain such Advance.

                  (c) Each Borrower agrees to indemnify and hold harmless the
Administrative Agent, the CAF Advance Agent, each Issuing Bank and each Lender
(to the extent not reimbursed by any other Borrower) from and against any and
all claims, damages, liabilities and expenses (including fees and disbursements
of counsel) which may be incurred by or asserted against the Administrative
Agent, the CAF Advance Agent, such Issuing Bank or such Lender in connection
with or arising out of any investigation, litigation, or proceeding (whether or
not the Administrative Agent, the CAF Advance Agent, such Issuing Bank or such
Lender is party thereto) related to any acquisition or proposed acquisition by
the Company, or by any Subsidiary of the Company, of all or any portion of the
stock or substantially all the assets of any Person or any use or proposed use
of the Advances by any Borrower (excluding any claims, damages, liabilities or
expenses incurred by reason of the gross negligence or willful misconduct of the
party to be indemnified or its employees or agents, or by reason of any use or
disclosure of information relating to any such acquisition or use or proposed
use of the proceeds by the party to be indemnified or its employees or agents).

                  SECTION 9.5. Right of Set-Off. Upon the declaration of the
Advances and the Notes as due and payable pursuant to the provisions of Section
7.1, each Lender 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 indebtedness at any time owing by such Lender to or for the credit or the
account of the applicable Borrower against any and all of the obligations of
such Borrower now or hereafter existing under this Agreement and the Notes of
such Borrower held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement or such Notes and although such
obligations may be unmatured. Each Lender agrees promptly to notify the Company
after any such set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 9.5 are in addition to
other rights and remedies (including other rights of set-off) which such Lender
may have.

                  SECTION 9.6. Binding Effect. This Agreement shall become
effective in accordance with the provisions of Section 3.1, and thereafter shall
be binding upon and inure to the benefit of the Borrowers, the Administrative
Agent, the CAF Advance Agent, each Issuing Bank and each Lender and their
respective successors and assigns (including any Affiliate of an Issuing Bank
that issues any Letter of Credit), except that no Borrower shall have the right
to assign its rights or obligations hereunder or any



                                       56
<PAGE>

interest herein in a transaction not permitted by Section 5.2(e) without the
prior written consent of all of the Lenders.

                  SECTION 9.7. Assignments and Participations. (a) Each
Lender may assign to one or more banks or other financial institutions all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment, the Advances owing to it and the Notes held by it);
provided, however, that (i) each such assignment shall be of a constant, and not
a varying, percentage of all such Lender's rights and obligations under this
Agreement, (ii) the amount of the Commitment of the assigning Lender being
assigned to an assignee pursuant to each such assignment (determined as of the
date of the Assignment and Acceptance with respect to such assignment) shall in
no event be less than $15,000,000 (or, if less, the entire Commitment of the
assigning Lender) and shall be an integral multiple of $1,000,000, (iii) each
such assignment shall be to an Eligible Assignee, and (iv) the parties to each
such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Notes subject to such assignment and a processing and recordation fee
of $2,500, and shall send to the Company an executed counterpart of such
Assignment and Acceptance. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, (A) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and (B) the assigning Lender thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

                  (b) By executing and delivering an Assignment and Acceptance,
each Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of each Borrower or the performance or observance by each Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.1 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, the CAF Advance Agent, any Issuing Bank,
such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assignee confirms that it is (subject to approval in writing by the Company and,
if applicable, the Administrative Agent to the extent required by the definition
of "Eligible Assignee") an Eligible Assignee; (vi) such assignee appoints and
authorizes the Administrative Agent and the CAF Advance Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to the Administrative Agent and the CAF Advance Agent by the
terms hereof, together with such powers as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement are required
to be performed by it as a Lender.



                                       57
<PAGE>

                  (c) The Administrative Agent shall maintain at its address
referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to
and accepted by it and a register (which register may be in electronic form) for
the recordation of the names and addresses of the Lenders and the Commitment of,
and principal amount of the Advances and LC Disbursements owing to, each Lender
from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and each
Borrower, the Administrative Agent, the CAF Advance Agent, each Issuing Bank and
the Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by any Borrower, any Issuing Bank or any Lender at any
reasonable time and from time to time upon reasonable prior notice. Upon the
acceptance of any Assignment and Acceptance for recordation in the Register,
Schedule I hereto shall be deemed to be amended to reflect the revised
Commitments of the Lenders parties to such Assignment and Acceptance and if any
new assignee under this Section 9.7 shall not be a Lender at the time of the
assignment it also shall deliver to the Administrative Agent an Administrative
Questionnaire.

                  (d) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and as assignee representing that it is an Eligible
Assignee, together with any Notes subject to such assignment, the Administrative
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit G hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company. Within five Business Days after
its receipt of such notice and its receipt of an executed counterpart of such
Assignment and Acceptance, the Borrowers, at their own expense, shall execute
and deliver to the Administrative Agent in exchange for the surrendered Notes,
if any, new Notes to the order of such Eligible Assignee, if requested, in an
amount equal to the Commitment assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Commitment hereunder, new
Notes, if requested, to the order of the assigning Lender in an amount equal to
the Commitment retained by it hereunder. Such new Notes, if any, shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Notes, if any, shall be dated (A) in the case of Notes made by the
Company, EPNGC, Tennessee and CGP the Closing Date and (B) in the case of Notes
made by any other Borrower, the date such other Borrower executes and delivers
its Joinder Agreement, and shall otherwise be in substantially the form of
Exhibit A.

                  (e) Each Lender may sell participations to one or more banks
or other entities in or to all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment, and the Advances
owing to it and the Notes held by it); provided, however, that (i) such Lender's
obligations under this Agreement (including its Commitment to the Borrowers
hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Notes for all purposes of
this Agreement, (iv) the Borrowers, the Administrative Agent, the CAF Advance
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, (v) such Lender shall continue to be able to
agree to any modification or amendment of this Agreement or any waiver hereunder
without the consent, approval or vote of any such participant or group of
participants, other than modifications, amendments and waivers which (A)
postpone any date fixed for any payment of, or reduce any payment of, principal
of or interest on such Lender's Advances or Notes or any facility fees payable
under this Agreement, or (B) increase the amount of such Lender's Commitment in
a manner which would have the effect of increasing the amount of a participant's
participation, or (C) reduce the interest rate payable under this Agreement and
such Lender's Notes, or (D) consent to the assignment or the transfer by any
Borrower of any of its rights and obligations under the Agreement, and (vi)
except as contemplated by the immediately preceding clause (v), no participant
shall be deemed to be or to have any of the rights or obligations of a "Lender"
hereunder.



                                       58
<PAGE>

                  (f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.7, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrowers furnished to such Lender
by or on behalf of the Borrowers; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree in
writing for the benefit of the Borrowers to preserve the confidentiality of any
confidential information relating to the Borrowers received by it from such
Lender in a manner consistent with Section 9.8.

                  (g) Anything in this Agreement to the contrary
notwithstanding, any Lender may at any time create a security interest in all or
any portion of its rights under this Agreement (including the Advances owing to
it) and the Notes issued to it hereunder in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System (or any successor regulation) and the applicable operating circular of
such Federal Reserve Bank.

                  SECTION 9.8. Confidentiality. Each Lender, each Issuing Bank,
the Administrative Agent and the CAF Advance Agent (each, a "Party") agrees that
it will use its best efforts not to disclose, without the prior consent of the
Company (other than to its, or its Affiliate's, employees, auditors,
accountants, counsel or other representatives, whether existing at the date of
this Agreement or any subsequent time), any information with respect to the
Borrowers which is furnished pursuant to this Agreement, provided that any Party
may disclose any such information (i) as has become generally available to the
public, (ii) as may be required or appropriate in any report, statement or
testimony submitted to any municipal, state or Federal regulatory body having or
claiming to have jurisdiction over such party or to the Board of Governors of
the Federal Reserve System or the Federal Deposit Insurance Corporation or
similar organizations (whether in the United States or elsewhere) or their
successors, (iii) as may be required or appropriate in response to any summons
or subpoena or in connection with any litigation or regulatory proceeding, (iv)
in order to comply with any law, order, regulation or ruling applicable to such
party, or (v) to any prospective assignee or participant in connection with any
contemplated assignment of any rights or obligations hereunder, or any sale of
any participation therein, by such Party pursuant to Section 9.7, if such
prospective assignee or participant, as the case may be, executes an agreement
with the Company containing provisions substantially similar to those contained
in this Section 9.8; provided, however, that the Company acknowledges that the
Administrative Agent has disclosed and may continue to disclose such information
as the Administrative Agent in its sole discretion determines is appropriate to
the Lenders from time to time.

                  SECTION 9.9. Consent to Jurisdiction. (a) Each Borrower
hereby irrevocably submits to the jurisdiction of any New York State or Federal
court sitting in New York City and any appellate court from any thereof in any
action or proceeding by the Administrative Agent, the CAF Advance Agent, any
Lender, any Issuing Bank or the holder of any Note in respect of, but only in
respect of, any claims or causes of action arising out of or relating to this
Agreement or the Notes (such claims and causes of action, collectively, being
"Permitted Claims"), and each Borrower hereby irrevocably agrees that all
Permitted Claims may be heard and determined in such New York State court or in
such Federal court. Each Borrower hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any aforementioned court in respect
of Permitted Claims. Each Borrower hereby irrevocably appoints CT Corporation
System (the "Process Agent"), with an office on the date hereof at 111 Eighth
Avenue, 13th Floor, New York, New York 10011, as its agent to receive on behalf
of such Borrower and its property service of copies of the summons and complaint
and any other process which may be served by the Administrative Agent, any
Lender or the holder of any Note in any such action or proceeding in any
aforementioned court in respect of Permitted Claims. Such service may be made by
delivering a copy of such process to the Company by courier and by certified
mail (return receipt requested), fees and postage prepaid, both (i) in care of
the Process Agent at the Process Agent's above address and (ii) at the Company's
address specified pursuant



                                       59
<PAGE>

to Section 9.2, and each Borrower hereby irrevocably authorizes and directs the
Process Agent to accept such service on its behalf. Each Borrower 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.

                  (b) Nothing in this Section 9.9 (i) shall affect the right of
any Lender, the holder of any Note or the Administrative Agent, the CAF Advance
Agent or any Issuing Bank to serve legal process in any other manner permitted
by law or affect any right otherwise existing of any Lender, the holder of any
Note or the Administrative Agent, the CAF Advance Agent or any Issuing Bank to
bring any action or proceeding against any Borrower or its property in the
courts of other jurisdictions or (ii) shall be deemed to be a general consent to
jurisdiction in any particular court or a general waiver of any defense or a
consent to jurisdiction of the courts expressly referred to in subsection (a)
above in any action or proceeding in respect of any claim or cause of action
other than Permitted Claims.

                  SECTION 9.10. GOVERNING LAW. THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

                  SECTION 9.11. Rate of Interest. It is the intention of the
parties hereto that each Lender shall each conform strictly to usury laws
applicable to it. Accordingly, if the transactions contemplated hereby would be
usurious as to any Lender under laws applicable to it, then, in that event,
notwithstanding anything to the contrary in this Agreement or in the Notes to
the order of such Lender, it is agreed as follows: (a) the aggregate of all
consideration which constitutes interest under law applicable to such Lender
that is contracted for, taken, reserved, charged or received by such Lender
hereunder, or under such Notes or otherwise, shall under no circumstances exceed
the maximum amount allowed by such applicable law, and any excess shall be
credited by such Lender on the principal amount of the sums owed to such Lender
(or, if all amounts owing to such Lender shall have been paid in full, refunded
by such Lender to the applicable Borrower); or (b) in the event that a
prepayment of any Advances owed to any Lender is required, then such
consideration that constitutes interest under law applicable to such Lender may
never include more than the maximum amount allowed by such applicable law, and
excess interest, if any, provided for shall be cancelled automatically by such
Lender as of the date of such prepayment and, if theretofore paid, shall be
credited by such Lender on the principal amount of such prepayment obligation
(or, if the principal amount of such prepayment obligation shall have been paid
in full, refunded by such Lender to the applicable Borrower). To the extent that
Article 5069-1.0001 of the Texas Revised Civil Statutes is relevant to any
Lender for the purpose of determining the maximum amount of interest allowed by
applicable law, such Lender hereby elects to determine the applicable rate
ceiling under such Article by the indicated (weekly) rate ceiling from time to
time in effect, subject to such Lender's right subsequently to change such
method in accordance with applicable law. In no event, however, shall Chapter
346 of the Texas Finance Code apply to this Agreement or the Notes or the
transactions contemplated hereby.

                  SECTION 9.12. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery to the Administrative Agent of a counterpart executed by a
Lender shall constitute delivery of such counterpart to all of the Lenders. This
Agreement may be delivered by facsimile transmission of the relevant signature
pages hereof.

                  SECTION 9.13. Continuing Effect. The Original Agreement, as
amended and restated hereby, continues in full force and effect as so amended
and restated.




                                       60
<PAGE>


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


                                     EL PASO CORPORATION


                                     By: /s/ John Hopper
                                         ---------------------------------------
                                     Name:   John Hopper
                                     Title:  Vice President and Treasurer


                                     EL PASO NATURAL GAS COMPANY


                                     By: /s/ Greg G. Gruber
                                         ---------------------------------------
                                     Name:   Greg G. Gruber
                                     Title:  Senior Vice President, Chief
                                             Financial Officer and Treasurer

                                     TENNESSEE GAS PIPELINE COMPANY


                                     By: /s/ Greg G. Gruber
                                         ---------------------------------------
                                     Name:   Greg G. Gruber
                                     Title:  Senior Vice President, Chief
                                             Financial Officer and Treasurer

                                     EL PASO CGP COMPANY


                                     By: /s/ John Hopper
                                        ----------------------------------------
                                     Name:   John Hopper
                                     Title:  Vice President and Treasurer

                                     JP MORGAN CHASE BANK, as
                                     Administrative Agent, CAF Advance
                                     Agent, an Issuing Bank and a Lender


                                     By: /s/ Steven Wood
                                         ---------------------------------------
                                     Name:   Steven Wood
                                     Title:  Vice President

                                     CITIBANK, N.A., as Co-Documentation Agent
                                     and a Lender


                                     By: /s/ Michael W. Nepveux
                                         ---------------------------------------
                                     Name:   Michael W. Nepveux
                                     Title:  Attorney-in-Fact



                                Signature Page 1
<PAGE>


                                    ABN AMRO BANK N.V., as Co-Documentation
                                    Agent and a Lender


                                    By: /s/ Stuart W. Murray
                                        ----------------------------------------
                                    Name:   Stuart W. Murray
                                    Title:  Group Vice President


                                    By: /s/ Jeffrey White
                                        ----------------------------------------
                                    Name:   Jeffrey G. White
                                    Title:  Vice President

                                    BANK OF AMERICA, N.A., as Syndication
                                    Agent and a Lender


                                    By: /s/ Ronald E. McKaig
                                        ----------------------------------------
                                    Name:   Ronald E. McKaig
                                    Title:  Managing Director


                                    BANCA DI ROMA - CHICAGO BRANCH, as a Lender


                                    By: /s/ Aurora Pensa
                                        ----------------------------------------
                                    Name:   Aurora Pensa
                                    Title:  Vice President

                                    By: /s/ Enrico Verdoscia
                                        ----------------------------------------
                                    Name:   Enrico Verdoscia
                                    Title:  Senior Vice President


                                    THE BANK OF TOKYO-MITSUBISHI,
                                    LTD HOUSTON AGENCY, as a Lender


                                    By: /s/ John McGhee
                                        ----------------------------------------
                                    Name:   John McGhee
                                    Title:  Vice President and Manager



                                Signature Page 2
<PAGE>


                                    BNP PARIBAS, as a Lender


                                    By: /s/ L. Robinson
                                        ----------------------------------------
                                    Name:   L. Robinson
                                    Title:


                                    By: /s/ Mark A. Cox
                                        ----------------------------------------
                                    Name:   Mark A. Cox
                                    Title:  Director


                                    BAYERISCHE LANDESBANK GIROZENTRALE,
                                    CAYMAN ISLANDS BRANCH, as a Lender


                                    By: /s/ Peter Obermann
                                        ----------------------------------------
                                    Name:   Peter Obermann
                                    Title:  Senior Vice President


                                    By: /s/ James H. Boyle
                                        ----------------------------------------
                                    Name:   James H. Boyle
                                    Title:  Vice President


                                    COMMERZBANK AG, NEW YORK AND
                                    GRAND CAYMAN BRANCHES, as a Lender


                                    By: /s/ Harry P. Yersey
                                        ----------------------------------------
                                    Name:   Harry P. Yersey
                                    Title:  Senior Vice President & Manager

                                    By: /s/ W. David Suttles
                                        ----------------------------------------
                                    Name:   W. David Suttles
                                    Title:  Vice President

                                    CREDIT SUISSE FIRST BOSTON, as a Lender


                                    By: /s/ James P. Morgan
                                        ----------------------------------------
                                    Name:   James P. Morgan
                                    Title:  Director

                                    By: /s/ David M. Koczan
                                        ----------------------------------------
                                    Name:   David M. Koczan
                                    Title:  Associate


                                Signature Page 3
<PAGE>


                                    DEUTSCHE BANK AG NEW YORK BRANCH, as a
                                    Lender


                                    By: /s/ Joel Makowsky
                                        ----------------------------------------
                                    Name:   Joel Makowsky
                                    Title:  Vice President

                                    By: /s/ Hans C. Narberhaus
                                        ----------------------------------------
                                    Name:   Hans C. Narberhaus
                                    Title:  Vice President


                                    BAYERISCHE HYPO - UND VEREINSBANK AG, NEW
                                    YORK BRANCH, as a Lender


                                    By: /s/ Steven Atwell
                                        ----------------------------------------
                                    Name:   Steven Atwell
                                    Title:  Director

                                    By: /s/ Shannon Butchman
                                        ----------------------------------------
                                    Name:   Shannon Butchman
                                    Title:  Director


                                    MIZUHO CORPORATE BANK, LTD., as a Lender


                                    By: /s/ Toru Maeda
                                        ----------------------------------------
                                    Name:   Toru Maeda
                                    Title:  General Manager


                                    KBC BANK N.V., as a Lender


                                    By: /s/ Jean-Pierre Diels
                                        ----------------------------------------
                                    Name:   Jean-Pierre Diels
                                    Title:  First Vice President

                                    By: /s/ Eric Raskin
                                        ----------------------------------------
                                    Name:   Eric Raskin
                                    Title:  Vice President



                                Signature Page 4
<PAGE>


                                    NATIONAL WESTMINISTER BANK PLC, NEW YORK
                                    BRANCH, as a Lender


                                    By: /s/ Keith Johnson
                                        ----------------------------------------
                                    Name:   Keith Johnson
                                    Title:  Senior Vice President

                                    SOCIETE GENERALE, as a Lender


                                    By: /s/ J. Douglas McMurrey Jr.
                                        ----------------------------------------
                                    Name:   J. Douglas McMurrey Jr.
                                    Title:  Managing Director


                                    AMSOUTH BANK, as a Lender


                                    By: /s/ David A. Simmons
                                        ----------------------------------------
                                    Name:   David A. Simmons
                                    Title:  Senior Vice President


                                    AUSTRALIA AND NEW ZEALAND BANKING GROUP
                                    LIMITED, as a Lender


                                    By: /s/ Scott McInnis
                                        ----------------------------------------
                                    Name:   Scott McInnis
                                    Title:  Head of Global Structured
                                            Finance-Americas


                                Signature Page 5
<PAGE>



                                    THE BANK OF NEW YORK, as a Lender


                                    By: /s/ Peter Keller
                                        ----------------------------------------
                                    Name:   Peter Keller
                                    Title:  Vice President


                                    THE BANK OF NOVA SCOTIA, as a Lender


                                    By: /s/ N. Bell
                                        ----------------------------------------
                                    Name:   N. Bell
                                    Title:  Senior Manager


                                    BANK ONE, NA (MAIN OFFICE CHICAGO), as a
                                    Lender


                                    By: /s/ Helena Carr
                                        ----------------------------------------
                                    Name:   Helena Carr
                                    Title:  First Vice President


                                    BARCLAYS BANK, as a Lender


                                    By: /s/ Nicholas A. Bell
                                        ----------------------------------------
                                    Name:   Nicholas A. Bell
                                    Title:  Director

                                    CREDIT AGRICOLE INDOSUEZ, as a Lender


                                    By: /s/ Michael D. Willis
                                        ----------------------------------------
                                    Name:   Michael D. Willis
                                    Title:  Vice President

                                    By: /s/ Michael R. Quiray
                                        ----------------------------------------
                                    Name:   Michael D. Quiray
                                    Title:  Vice President


                                Signature Page 6
<PAGE>



                                    CREDIT LYONNAIS NEW YORK BRANCH, as a
                                    Lender


                                    By: /s/ illegible
                                        ----------------------------------------
                                    Name:
                                    Title:


                                    ARAB BANK PLC, as a Lender


                                    By: /s/ John Korthuis
                                        ----------------------------------------
                                    Name:   John Korthuis
                                    Title:  Vice President


                                    INTESABCI-LOS ANGELES FOREIGN BRANCH, as a
                                    Lender


                                    By: /s/ C. Dougherty
                                        ----------------------------------------
                                    Name:   C. Dougherty
                                    Title:  Vice President


                                    By: /s/ Frank Maffei
                                        ----------------------------------------
                                    Name:   Frank Maffei
                                    Title:  Vice President


                                    WACHOVIA BANK NATIONAL ASSOCIATION
                                    (Successor by merger to First Union
                                    National Bank), as a Lender


                                    By: /s/ Robert R. Wetteroff
                                        ----------------------------------------
                                    Name:   Robert R. Wetteroff
                                    Title:  Senior Vice President


                                    FLEET NATIONAL BANK, as a Lender


                                    By: /s/ Daniel S. Schechling
                                        ----------------------------------------
                                    Name:   Daniel S. Schechling
                                    Title:  Director


                                    SOUTHWEST BANK OF TEXAS, N.A., as a Lender


                                    By: /s/ W. Bryan Chapman
                                        ----------------------------------------
                                    Name:   W. Bryan Chapman
                                    Title:  Vice President, Energy Lending



                                Signature Page 7
<PAGE>



                                    MELLON BANK, N.A.,  as a Lender


                                    By: /s/ Roger E. Howard
                                        ----------------------------------------
                                    Name:   Roger E. Howard
                                    Title:  Vice President


                                    NATIONAL AUSTRALIA BANK LTD., as a Lender


                                    By: /s/ Mike Lorusso
                                        ----------------------------------------
                                    Name:   Mile Lorusso
                                    Title:  Head of Energy Finanane, U.S.


                                    THE NORINCHUKIN BANK, NEW YORK BRANCH,  as
                                    a Lender


                                    By: /s/ Toshiyuki Futaoka
                                        ----------------------------------------
                                    Name:   Toshiyuki Futaoka
                                    Title:  Joint General Manager

                                    SUMITOMO MITSUI BANKING CORPORATION, as a
                                    Lender


                                    By: /s/ Leo E. Pagarigan
                                        ----------------------------------------
                                    Name:   Leo E. Pagarigan
                                    Title:  Senior Vice President


                                    SUNTRUST BANKS, INC., as a Lender


                                    By: /s/ Joseph M. McCreay
                                        ----------------------------------------
                                    Name:   Joseph M. McCreay
                                    Title:


                                    TORONTO DOMINION (TEXAS), INC., as a Lender


                                    By: /s/ Carolyn R. Faeth
                                        ----------------------------------------
                                    Name:   Carolyn R. Faeth
                                    Title:  Vice President



                                Signature Page 8
<PAGE>



                                    WELLS FARGO BANK, as a Lender


                                    By: /s/ Paul A. Sautras
                                        ----------------------------------------
                                    Name:   Paul A. Sautras
                                    Title:  Vice President


                                    WESTDEUTSCHE LANDESBANK GIROZENTRALE, as a
                                    Lender


                                    By: /s/ Jeffrey S. Davidson
                                        ----------------------------------------
                                    Name:   Jeffrey S. Davidson
                                    Title:  Associate Director


                                    By: /s/ Paul Verdi
                                        ----------------------------------------
                                    Name:   Paul Verdi
                                    Title:  Associate Director


                                    DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
                                    BRANCHES, as a Lender


                                    By: /s/ Brian Smith
                                        ----------------------------------------
                                    Name:   Brian Smith
                                    Title:  Director


                                    By: /s/ Gill C. Schor
                                        ----------------------------------------
                                    Name:   Gill C. Schor
                                    Title:  Associate


                                    BANCO BILBAO VIZCAYA ARGENTARIA, as a
                                    Lender


                                    By: /s/ Jay Levit
                                        ----------------------------------------
                                    Name:   Jay Levit
                                    Title:  Vice President


                                    By: /s/ Miguel A. Lara
                                        ----------------------------------------
                                    Name:   Miguel A. Lara
                                    Title:  Vice President
                                            Global Corporate Banking


                                    UFJ BANK LIMITED, as a Lender


                                    By: /s/ Clyde Rackford
                                        ----------------------------------------
                                    Name:   Clyde Rackford
                                    Title:  Senior Vice President


                                Signature Page 9
<PAGE>



                                    ING CAPITAL LLC, as Lender


                                    By: /s/ Clara B. Alvarez
                                        ----------------------------------------
                                    Name:   Clara B. Alvarez
                                    Title:  Vice President


                                    By: /s/ Stephen E. Fischer
                                        ----------------------------------------
                                    Name:   Stephen E. Fischer
                                    Title:  Managing Director


                                    NATEXIS BANQUES POPULAIRES, as a Lender


                                    By: /s/ Daniel Payer
                                        ----------------------------------------
                                    Name:   Daniel Payer
                                    Title:  Vice President


                                    By: /s/ Louis P. Laville, III
                                        ----------------------------------------
                                    Name:   Louis P. Laville, III
                                    Title:  Vice President and Group Manager


                                Signature Page 10
<PAGE>


                                                                      SCHEDULE I


                                   COMMITMENTS



<Table>
<Caption>
Name and Address of Lender                                                   Amount of Commitment
--------------------------                                                   --------------------

<S>                                                                          <C>

JPMorgan Chase Bank                                                             $58,750,000.02

Citibank, N.A.                                                                  $38,750,000.00

ABN AMRO Bank N.V.                                                              $38,750,000.00

Bank of America, N.A.                                                           $38,750,000.00

Banca di Roma - Chicago Branch                                                  $13,333,333.33

The Bank of Tokyo-Mitsubishi, Ltd Houston
Agency                                                                          $20,000,000.00

BNP Paribas                                                                     $30,000,000.00

Bayerische Landesbank Girozentrale, Cayman                                      $13,333,333.33

Commerzbank AG, New York and Grand
Cayman Branches                                                                 $20,000,000.00

Credit Suisse First Boston                                                      $41,666,666.67

Deutsche Bank AG New York Branch                                                $30,000,000.00

Bayerische Hypo - und Vereinsbank AG, New
York Branch                                                                     $30,000,000.00

Mizuho Corporate Bank, Ltd.                                                     $63,333,333.33

KBC Bank N.V.                                                                   $30,000,000.00
</Table>




                                      SI-1
<PAGE>

<Table>
<Caption>
Name and Address of Lender                                                   Amount of Commitment
--------------------------                                                   --------------------

<S>                                                                          <C>

National Westminister Bank Plc                                                  $30,000,000.00

Societe Generale                                                                $30,000,000.00

AmSouth Bank                                                                    $10,000,000.00

Australia and New Zealand Banking Group
Limited                                                                         $13,333,333.33

The Bank of New York                                                            $30,000,000.00

Bank of Nova Scotia                                                             $30,000,000.00

Bank One, NA (Main Office Chicago)                                              $30,000,000.00

Barclays Bank                                                                   $20,000,000.00

Credit Agricole Indosuez                                                        $13,333,333.33

Credit Lyonnais New York Branch                                                 $30,000,000.00

Arab Bank Plc.                                                                  $8,000,000.00

IntesaBci                                                                       $16,666,666.68

Wachovia Bank National Association                                              $30,000,000.00

Fleet National Bank                                                             $20,000,000.00

ING Capital LLC                                                                 $13,333,333.33

UFJ Bank Limited                                                                $20,000,000.00

Mellon Bank, N.A.                                                               $30,000,000.00
</Table>


                                      SI-2
<PAGE>

<Table>
<Caption>
Name and Address of Lender                                                   Amount of Commitment
--------------------------                                                   --------------------

<S>                                                                          <C>

National Australia Bank Ltd.                                                    $13,333,333.33

The Norinchukin Bank, New York Branch                                           $20,000,000.00

Sumitomo Mitsui Banking Corporation                                             $20,000,000.00

SunTrust Banks, Inc.                                                            $20,000,000.00

Toronto Dominion (Texas), Inc.                                                  $10,000,000.00

Wells Fargo Bank                                                                $16,666,666.66

Westdeutsche Landesbank Girozentrale                                            $20,000,000.00

Dresdner Bank AG, New York and Grand                                            $13,333,333.33
Cayman Branches

Banco Bilbao Vizcayz Argentaria                                                 $13,333,333.33

Natexis Banques Populaires                                                      $7,000,000.00

Southwest Bank of Texas                                                         $5,000,000.00
</Table>

                                      SI-3

<PAGE>
                                                                       EXHIBIT A




                                     FORM OF
                                      NOTE

$_____                                                        New York, New York
                                                                   June __, 2002

         FOR VALUE RECEIVED, the undersigned, ___________________, a ________
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of ________(the "Lender") at the office of JPMorgan Chase Bank, located at
270 Park Avenue, New York, New York 10017, in lawful money of the United States
of America and in same day funds, on the Termination Date (or if the Lender is
an Objecting Lender, the Commitment Expiration Date applicable to the Lender)
the principal amount of (a) ________DOLLARS ($_____), or, if less, (b) the
aggregate unpaid principal amount of all Revolving Credit Advances made by the
Lender to the Borrower pursuant to subsection 2.1 of the Credit Agreement, as
hereinafter defined. The Borrower further agrees to pay interest in like money
at such office on the unpaid principal amount hereof from time to time
outstanding at the rates and on the dates specified in the Credit Agreement.

         The holder of this Note is authorized to, and prior to any transfer
hereof shall, endorse on the schedules attached hereto and made a part hereof or
on a continuation thereof which shall be attached hereto and made a part hereof
the date, Type and amount of each Revolving Credit Advance made pursuant to
subsection 2.1 of the Credit Agreement and the date and amount of each payment
or prepayment of principal thereof, each continuation thereof, each conversion
of all or a portion thereof to another Type and, in the case of Eurodollar Rate
Advances, the length of each Interest Period with respect thereto. Each such
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement shall not affect
the obligations of the Borrower in respect of such Revolving Credit Advance.

         This Note (a) is one of the Notes referred to in the Amended and
Restated $1,000,000,000 3-Year Revolving Credit and Competitive Advance Facility
Agreement, dated as of June 27, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among El Paso Corporation,
El Paso Natural Gas Company, Tennessee Gas Pipeline Company, El Paso CGP
Company, the Lender, the other banks and financial institutions from time to
time parties thereto, JPMorgan Chase Bank, as Administrative Agent, CAF Advance
Agent and Issuing Bank, Citibank, N.A. and ABN AMRO Bank N.V., as
Co-Documentation Agents, and Bank of America, N.A., as Syndication Agent (b) is
subject to the provisions of the Credit Agreement and (c) is subject to optional
and mandatory prepayment in whole or in part as provided in the Credit
Agreement.

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

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

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


<PAGE>

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

                                                     [BORROWER]



                                                     By:
                                                         -----------------------
                                                     Title:


                                      A-2
<PAGE>

                                                              Schedule A to Note

           ADVANCES, CONVERSIONS AND REPAYMENTS OF BASE RATE ADVANCES


<Table>
<Caption>
                                                                           Amount of Base Rate
                                    Amount        Amount of Principal of   Advances Converted to     Unpaid Principal
        Amount of Base Rate      Converted to       Base Rate Advances        Eurodollar Rate      Balance of Base Rate    Notation
Date         Advances         Base Rate Advances          Repaid                 Advances                Advances          Made By
----    -------------------   ------------------  ----------------------   ---------------------   --------------------    --------
<S>     <C>                   <C>                 <C>                      <C>                     <C>                     <C>

        -------------------   ------------------  ----------------------   ---------------------   --------------------    --------



        -------------------   ------------------  ----------------------   ---------------------   --------------------    --------


        -------------------   ------------------  ----------------------   ---------------------   --------------------    --------


        -------------------   ------------------  ----------------------   ---------------------   --------------------    --------


        -------------------   ------------------  ----------------------   ---------------------   --------------------    --------


        -------------------   ------------------  ----------------------   ---------------------   --------------------    --------
</Table>




<PAGE>




                                                              Schedule B to Note


ADVANCES, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR RATE ADVANCES


<Table>
<Caption>
                                                                                     Amount of Eurodollar  Unpaid Principal
         Amount of      Amount Converted   Interest Period and  Amount of Principal    Rate Advances        Balance of
      Eurodollar Rate  to Eurodollar Rate Eurodollar Rate with   of Eurodollar Rate  Converted to Base    Eurodollar Rate   Notation
Date     Advances           Advances         Respect Thereto      Advances Repaid      Rate Advances         Advances       Made By
----  ---------------  ------------------ --------------------  ------------------- --------------------  ----------------  --------
<S>   <C>              <C>                <C>                   <C>                 <C>                   <C>               <C>


      ---------------  ------------------ --------------------  ------------------- --------------------  ----------------  --------


      ---------------  ------------------ --------------------  ------------------- --------------------  ----------------  --------


      ---------------  ------------------ --------------------  ------------------- --------------------  ----------------  --------


      ---------------  ------------------ --------------------  ------------------- --------------------  ----------------  --------


      ---------------  ------------------ --------------------  ------------------- --------------------  ----------------  --------


      ---------------  ------------------ --------------------  ------------------- --------------------  ----------------  --------


      ---------------  ------------------ --------------------  ------------------- --------------------  ----------------  --------


      ---------------  ------------------ --------------------  ------------------- --------------------  ----------------  --------
</Table>



<PAGE>

                                                                       EXHIBIT B

                                     FORM OF
                               NOTICE OF BORROWING


JPMorgan Chase Bank, as Administrative Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
270 Park Avenue
New York, New York 10017                                                  [Date]


Attention:  El Paso Corporation

Ladies and Gentlemen:

                  The undersigned, EL PASO CORPORATION, refers to the Amended
and Restated $1,000,000,000 3-Year Revolving Credit and Competitive Advance
Facility Agreement, dated as of June 27, 2002 (the "Credit Agreement", the terms
defined therein being used herein as therein defined), among the undersigned, El
Paso Natural Gas Company, Tennessee Gas Pipeline Company, El Paso CGP Company,
certain Lenders parties thereto, JPMorgan Chase Bank, as Administrative Agent,
CAF Advance Agent for said Lenders and Issuing Bank, Citibank, N.A. and ABN AMRO
Bank N.V., as Co-Documentation Agents, and Bank of America, N.A., as Syndication
Agent, and hereby gives you notice, irrevocably, pursuant to Section 2.2 of the
Credit Agreement that the undersigned hereby requests a Borrowing under the
Credit Agreement, and in that connection sets forth below the information
relating to such Borrowing (the "Proposed Borrowing") as required by Section
2.2(a) of the Credit Agreement:

                  (i) The Borrower for the Proposed Borrowing is ______________.

                  (ii) The Business Day of the Proposed Borrowing is
         ___________, 200_.

                  (iii) The Type of Advances comprising the Proposed Borrowing
         is [Base Rate Advances] [Eurodollar Rate Advances].

                  (iv) The aggregate amount of the Proposed Borrowing is
         $__________.

                  (v) The Interest Period for each Eurodollar Rate Advance made
         as part of the Proposed Borrowing is [______ month[s]].

                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Borrowing, before and immediately after giving effect thereto and to the
application of the proceed therefrom:

                  (A) each representation and warranty contained in Section 4.1
         is correct in all material respects as though made on and as of such
         date; and




                                      B-1
<PAGE>


                  (B) no event has occurred and is continuing, or would result
         from such Proposed Borrowing, which constitutes an Event of Default or
         Default.

                                             Very truly yours,

                                             EL PASO CORPORATION



                                             By:
                                                 -------------------------------
                                                 Title:



                                      B-2
<PAGE>



                                                                       EXHIBIT C



                                     FORM OF
                               CAF ADVANCE REQUEST

                                                                          [Date]

JPMorgan Chase Bank, as CAF Advance Agent
270 Park Avenue
New York, New York 10017

                  Reference is made to the Amended and Restated $1,000,000,000
3-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of
June 27, 2002, among El Paso Corporation, El Paso Natural Gas Company, Tennessee
Gas Pipeline Company, El Paso CGP Company, certain Lenders parties thereto,
JPMorgan Chase Bank, as Administrative Agent, CAF Advance Agent and Issuing
Bank, Citibank, N.A. and ABN AMRO Bank N.V., as Co-Documentation Agents, and
Bank of America, N.A., as Syndication Agent (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

                  This is a [Fixed Rate] [LIBO Rate] CAF Advance Request*
pursuant to Section 2.5 of the Credit Agreement requesting quotes for the
following CAF Advances:

<Table>
<Caption>
                                                Loan 1                   Loan 2                 Loan 3
                                                ------                   ------                 ------
<S>                                           <C>                     <C>                     <C>
Aggregate Principal Amount                    $                       $                       $
                                               ----------              ----------              ---------
CAF Advance Date

Maturity Date

Interest Payment Dates
</Table>



                                                  Very truly yours,

                                                  [Borrower]


                                                  By:
                                                      --------------------------
                                                        Name:
                                                        Title:


----------

*        Pursuant to the Credit Agreement, a CAF Advance Request may be
         transmitted in writing, by telecopy, or by telephone, immediately
         confirmed by telecopy. In any case, a CAF Advance Request shall contain
         the information specified in the second paragraph of this form.



                                      C-1
<PAGE>

                                                                       EXHIBIT D

                                     FORM OF

                                CAF ADVANCE OFFER

                                                                          [Date]

JPMorgan Chase Bank, as CAF Advance Agent
270 Park Avenue
New York, New York 10017

                  Reference is made to the Amended and Restated $1,000,000,000
3-Year Day Revolving Credit and Competitive Advance Facility Agreement, dated as
of June 27, 2002, among El Paso Corporation, El Paso Natural Gas Company,
Tennessee Gas Pipeline Company, El Paso CGP Company, certain Lenders parties
thereto, JPMorgan Chase Bank, as Administrative Agent, CAF Advance Agent and
Issuing Bank, Citibank, N.A. and ABN AMRO Bank N.V., as Co-Documentation Agents,
and Bank of America, N.A., as Syndication Agent (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

                  In accordance with Section 2.5 of the Credit Agreement, the
undersigned Lender offers to make CAF Advances thereunder in the following
amounts with the following maturity dates:

<Table>
<S>                                                    <C>

CAF Advance Date:                    , 200             Aggregate Maximum Amount: $
                           ----------     --                                      ---------

Maturity Date 1:                                       Maximum Amount: $
                                                                        ----------
               , 200                                   $         offered at        *
     ----------     --                                  --------            -------
                                                       $         offered at        *
                                                        --------            -------

Maturity Date 2:                                       Maximum Amount: $
                                                                        ----------
               , 200                                   $         offered at        *
     ----------     --                                  --------            -------
                                                       $         offered at        *
                                                        --------            -------

Maturity Date 3:                                       Maximum Amount: $
                                                                        ----------
               , 200                                   $         offered at        *
     ----------     --                                  --------            -------
                                                       $         offered at        *
                                                        --------            -------
</Table>

----------

*        Insert the interest rate offered for the specified CAF Advance. In the
         case of LIBO Rate CAF Advances, insert a margin bid. In the case of
         Fixed Rate CAF Advances, insert a fixed rate bid.


                                      D-1
<PAGE>

                                             Very truly yours,

                                             [NAME OF CAF ADVANCE LENDER]

                                             By:
                                                  ------------------------------
                                                  Name:
                                                  Title:
                                                  Telephone No.:
                                                  Telecopy No.:



                                      D-2
<PAGE>




                                                                       EXHIBIT E

                                     FORM OF
                            CAF ADVANCE CONFIRMATION

                                                                          [Date]

JPMorgan Chase Bank, as CAF Advance Agent
270 Park Avenue
New York, New York  10017

                  Reference is made to the Amended and Restated $1,000,000,000
3-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of
June 27, 2002, among El Paso Corporation, El Paso Natural Gas Company, Tennessee
Gas Pipeline Company, El Paso CGP Company, certain Lenders parties thereto,
JPMorgan Chase Bank, as Administrative Agent, CAF Advance Agent and Issuing
Bank, Citibank, N.A. and ABN AMRO Bank N.V., as Co-Documentation Agents, and
Bank of America, N.A., as Syndication Agent (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

                  In accordance with Section 2.5(d) of the Credit Agreement, the
undersigned accepts and confirms the offers by the CAF Advance Lender(s) to make
CAF Advances to the undersigned on _____, ___[date of CAF Advance Borrowing]
under Section 2.5(d) in the (respective) amount(s) set forth on the attached
list of CAF Advances offered.

                                                     Very truly yours,

                                                     [Borrower]


                                                     By
                                                         -----------------------
                                                         Name:
                                                         Title:

[The Borrower must attach CAF Advance offer list prepared by the CAF Advance
Agent with accepted amount entered by the Borrower to the right of each CAF
Advance offer].


                                      E-1
<PAGE>




                                                                       EXHIBIT F


                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

                            Dated _____________, ____


                  Reference is made to the Amended and Restated $1,000,000,000
3-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of
June 27, 2002 (as the same may be amended or otherwise modified from time to
time, the "Credit Agreement") among EL PASO CORPORATION, a Delaware corporation
(the "Company"), EL PASO NATURAL GAS COMPANY, a Delaware corporation, TENNESSEE
GAS PIPELINE COMPANY, a Delaware corporation, EL PASO CGP COMPANY, a Delaware
corporation, the Lenders (as defined in the Credit Agreement), JPMorgan Chase
Bank, as administrative agent (the "Administrative Agent") and as CAF Advance
Agent (the "CAF Advance Agent") for the Lenders and as Issuing Bank, Citibank,
N.A. and ABN AMRO Bank N.V., as Co-Documentation Agents, and Bank of America,
N.A., as Syndication Agent. Terms defined in the Credit Agreement are used
herein with the same meaning.

                  _____________ (the "Assignor") and ____________ (the
"Assignee") agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, that interest in
and to all of the Assignor's rights and obligations under the Credit Agreement
as of the date hereof which represents the percentage interest specified on
Schedule 1 of all outstanding rights and obligations under the Credit Agreement,
including, without limitation, such interest in the Assignor's Commitment, the
Advances and LC Disbursements owing to the Assignor, the participation in
Letters of Credit and the Notes held by the Assignor. After giving effect to
such sale and assignment, the Assignee's Commitment and the amount of the
Advances owing to the Assignee will be as set forth in Section 2 of Schedule 1.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of each Borrower or the performance or observance by each Borrower of
any of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; and (iv) attaches the Notes referred to in
paragraph 1 above and requests that the Administrative Agent exchange such Notes
for new Notes payable to the order of the Assignee in an amount equal to the
Commitment assumed by the Assignee pursuant hereto or new Notes payable to the
order of the Assignee in an amount equal to the Commitment assumed by the
Assignee pursuant hereto and the Assignor in an amount equal to the Commitment
retained by the Assignor under the Credit Agreement, respectively, as specified
on Schedule 1 hereto.

                  3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.1 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Assignor or any other Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or



                                      F-1
<PAGE>

not taking action under the Credit Agreement; (iii) confirms that it is an
Eligible Assignee; (iv) appoints and authorizes the Administrative Agent and CAF
Advance Agent to take such action as agent on its behalf and to exercise such
powers under the Credit Agreement as are delegated to the Administrative Agent
and CAF Advance Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender; [and] (vi) specifies
as its address for notices the address set forth in the Administrative
Questionnaire delivered to the Administrative Agent on or before the date hereof
[and (vii) attaches the forms prescribed by the Internal Revenue Service of the
United States certifying as to the Assignee's status for purposes of determining
exemption from United States withholding taxes with respect to all payments to
be made to the Assignee under the Credit Agreement and the Notes or such other
documents as are necessary to indicate that all such payments are subject to
such rates at a rate reduced by an applicable tax treaty]*.

                  4. Following the execution of this Assignment and Acceptance
by the Assignor and the Assignee, it will be delivered to the Administrative
Agent for acceptance and recording by the Administrative Agent. The effective
date of this Assignment and Acceptance shall be the date of acceptance thereof
by the Administrative Agent, unless otherwise specified on Schedule 1 hereto
(the "Effective Date").

                  5. Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of Lender thereunder and (ii) the Assignor shall, to
the extent provided in this Assignment and Acceptance, relinquish its rights and
be released from its obligations under the Credit Agreement.

                  6. Upon such acceptance and recording by the Administrative
Agent, from and after the Effective Date, the Administrative Agent shall make
all payments under the Credit Agreement and the Notes in respect of the interest
assigned hereby (including, without limitation, all payments of principal,
interest and commitment fees with respect thereto) to the Assignee. The Assignor
and Assignee shall make all appropriate adjustments in payments under the Credit
Agreement and the Notes for periods prior to the Effective Date directly between
themselves.

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

                  IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed by their respective officers thereunto
duly authorized, as of the date first above written, such execution being made
on Schedule 1 hereto.

----------

*        If the Assignee is organized under the laws of a jurisdiction outside
         the United States.


                                      F-2
<PAGE>


                                   Schedule 1
                                       to
                            Assignment and Acceptance
                              Dated _________, ____

<Table>
<S>                                                                   <C>               <C>
Section 1.

         Percentage Interest:                                                                  %
                                                                                         ------
Section 2.

         Assignee's Commitment                                         :                $
         Aggregate Outstanding Principal                                                 ------
           Amount of Advances owing to the Assignee:                            $
         Note payable to the order of the Assignee                               ------

                                                                       Dated:           ,
                                                                                --------  ----

                                                     Principal amount:                  $
                                                                                         ------
         Note payable to the order of the Assignor

                                                                       Dated:           ,
                                                                                --------  ----

                                                     Principal amount:                  $
                                                                                         ------

Section 3.

         Effective Date*:                                                               ,
                                                                                --------  ----
</Table>



[NAME OF ASSIGNEE]                                [NAME OF ASSIGNOR]


By:                                               By:
    --------------------                              --------------------------
    Title:                                            Title:


----------

*        This date should be no earlier than the date of acceptance by the
         Administrative Agent.



                                  Schedule 1-1
<PAGE>



Consented to:

EL PASO CORPORATION                             JPMORGAN CHASE BANK, as
                                                     Administrative Agent


By:                                             By:
    --------------------------                      ----------------------------
    Title:                                          Title:


                                  Schedule 1-2

<PAGE>


Accepted this __ day
of __________, ___



JPMORGAN CHASE BANK, as
  Administrative Agent



By:
    ------------------------------
    Title:


                                  Schedule 1-3
<PAGE>

                                                                       EXHIBIT G


      FORM OF OPINION OF [ASSOCIATE GENERAL][SENIOR] COUNSEL OF THE COMPANY


                                                                   June __, 2002


To Each of the Lenders, the Administrative Agent,
   the CAF Advance Agent and the Issuing Bank
   Referred to Below
c/o JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017

                             Re: El Paso Corporation

Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to Section
3.2(b)(iii) of the Amended and Restated $1,000,000,000 3-Year Revolving Credit
and Competitive Advance Facility Agreement, dated as of June 27, 2002 (the
"Credit Agreement"), among El Paso Corporation (the "Company"), El Paso Natural
Gas Company ("EPNGC"), Tennessee Gas Pipeline Company ("Tennessee"), El Paso CGP
Company ("CGP") (CGP, together with the Company, EPNGC and Tennessee, the
"Borrowers"), the banks and other financial institutions from time to time party
thereto (each a "Lender", and together the "Lenders"), JPMorgan Chase Bank, as
Administrative Agent (in such capacity, the "Administrative Agent"), as CAF
Advance Agent (in such capacity, the "CAF Advance Agent") for the Lenders, and
as Issuing Bank, Citibank and ABN AMRO Bank N.V., as Co-Documentation Agents (in
such capacity, the "Co-Documentation Agents") , and Bank of America, N.A., as
Syndication Agent (in such capacity, the "Syndication Agent"). Unless the
context otherwise requires, all capitalized terms used herein without definition
shall have the meanings ascribed to them in the Credit Agreement.

                  I am [Associate General] [Senior] Counsel of the Company, and
I, or attorneys over whom I exercise supervision, have acted as counsel for the
Borrowers in connection with the preparation, execution and delivery of the
Credit Agreement. In that connection, I or such attorneys have examined:

                  (1) the Credit Agreement, executed by the parties thereto;

                  (2) the Notes, executed by the Borrowers; and

                  (3) the other documents furnished by the Borrowers pursuant to
Sections 3.1 and 3.2 of the Credit Agreement.

                  I, or attorneys over whom I exercise supervision, have also
examined the originals, or copies certified to our satisfaction, of the
agreements, instruments and other documents, and all of the orders, writs,
judgments, awards, injunctions and decrees, which affect or purport to affect
the Borrowers' ability to perform their respective obligations under the Credit
Agreement or the Notes (collectively referred to herein as the "Documents"). In
addition, I, or attorneys over whom I exercise supervision, have examined the
originals, or copies certified to our satisfaction, of such other corporate
records of the Borrowers, certificates of public officials and of officers of
the Borrowers, and agreements, instruments



                                      G-1
<PAGE>

and other documents, as I have deemed necessary as a basis for the opinions
hereinafter expressed. In all such examinations, I, or attorneys over whom I
exercise supervision, have assumed the legal capacity of all natural persons
executing documents, the genuineness of all signatures on original or certified,
conformed or reproduction copies of documents of all parties (other than, with
respect to the Documents, the Borrowers), the authenticity of original and
certified documents and the conformity to original or certified copies of all
copies submitted to such attorneys or me as conformed or reproduction copies. As
to various questions of fact relevant to the opinions expressed herein, I have
relied upon, and assume the accuracy of, representations and warranties
contained in the Credit Agreement and certificates and oral or written
statements and other information of or from public officials, officers and/or
representatives of the Borrowers and others.

                  I have assumed that the parties to the Documents other than
the Borrowers have the power to enter into and perform such documents and that
such documents have been duly authorized, executed and delivered by, and
constitute legal, valid and binding obligations of, such parties.

                  The opinions expressed below are limited to the federal laws
of the United States and, to the extent relevant hereto, the General Corporation
Law of the State of Delaware, as currently in effect. I assume no obligation to
supplement this opinion if any applicable laws change after the date hereof or
if I become aware of any facts that might change the opinions expressed herein
after the date hereof.

                  Based on the foregoing and upon such investigation as we have
deemed necessary, and subject to the limitations, qualifications and assumptions
set forth herein, I am of the following opinion:

                  1. Each Borrower (i) is a corporation duly incorporated and
         existing in good standing under the laws of the State of Delaware, and
         (ii) possesses all the corporate 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.

                  2. The execution, delivery and performance by each Borrower of
         the Documents to which it is a party are within such Borrower's
         corporate powers and have been duly authorized by all necessary
         corporate action in respect of or by such Borrower, and do not
         contravene (i) such Borrower's charter or by-laws, each as amended to
         date, (ii) any federal law, rule or regulation applicable to such
         Borrower (excluding provisions of federal law expressly referred to in
         and covered by the opinion of Jones, Day, Reavis & Pogue delivered to
         you in connection with the transactions contemplated hereby) or any
         provision of the General Corporation Law of the State of Delaware
         applicable to such Borrower, or (iii) any contractual restriction
         binding on or affecting such Borrower. The Documents to which it is a
         party have been duly executed and delivered on behalf of each Borrower.

                  3. No authorization or approval or other action by, and no
         notice to or filing with, any federal governmental authority or
         regulatory body (including, without limitation, the FERC) is required
         for the due execution, delivery and performance by any Borrower of the
         Documents to which it is a party, except those required in the ordinary
         course of business in connection with the performance by each Borrower
         of its obligations under certain covenants and warranties contained in
         the Documents to which it is a party.

                  4. To the best of my knowledge, there is no action, suit or
         proceeding pending or overtly threatened against or involving the
         Company or any of the Principal Subsidiaries which, in my reasonable
         judgment (taking into account the exhaustion of all appeals), would
         have a material adverse effect upon the consolidated financial
         condition of the Company and its



                                      G-2
<PAGE>

         consolidated Subsidiaries taken as a whole, or which purports to affect
         the legality, validity, binding effect or enforceability of any
         Document.

                  These opinions are given as of the date hereof and are solely
for your benefit in connection with the transactions contemplated by the Credit
Agreement. These opinions may not be relied upon by you for any other purpose or
relied upon by any other person for any purpose without my prior written
consent.


                                                     Very truly yours,



                                      G-3
<PAGE>




                                                                       EXHIBIT H


               FORM OF OPINION OF NEW YORK COUNSEL TO THE COMPANY


                                  June __, 2002


To Each of the Lenders, the Administrative Agent, the CAF Advance Agent, the
Issuing Bank, the Co-Documentation Agents and the Syndication Agent Referred to
Below

c/o JPMorgan Chase Bank
270 Park Avenue, 10th Floor
New York, New York 10017

                  Re:   Amended and Restated $1,000,000,000 3-Year Revolving
                        Credit and Competitive Advance Facility Agreement
                        dated as of June 27, 2002

Dear Ladies and Gentlemen:

                  We have acted as special New York counsel for El Paso
Corporation, a Delaware corporation (the "Company"), El Paso Natural Gas
Company, a Delaware corporation ("EPNGC") and Tennessee Gas Pipeline Company, a
Delaware corporation ("Tennessee"), El Paso CGP Company ("CGP") (CGP together
with the Company, EPNGC and Tennessee, the "Borrowers"), in connection with the
Amended and Restated $1,000,000,000 3-Year Revolving Credit and Competitive
Advance Facility Agreement, dated as of June 27, 2002 (the "Financing
Agreement"), among the Company, EPNGC, Tennessee, CGP, the banks and other
financial institutions from time to time party thereto (each a "Lender", and
together the "Lenders"), JPMorgan Chase Bank, as administrative agent (in such
capacity, the "Administrative Agent"), as CAF Advance Agent (in such capacity,
the "CAF Advance Agent") for the Lenders, and as Issuing Bank, Citibank, N.A.
and ABN AMRO Bank N.V., as Co-Documentation Agents (in such capacity, the
Co-Documentation Agents"), and Bank of America, N.A., as Syndication Agent (in
such capacity, the "Syndication Agent"). This opinion is delivered to you
pursuant to Section 3.2(b)(iv) of the Financing Agreement. Capitalized terms
used herein and not otherwise defined have the meanings assigned such terms in
the Financing Agreement. With your permission, all assumptions and statements of
reliance herein have been made without any independent investigation or
verification on our part except to the extent otherwise expressly stated, and we
express no opinion with respect to the subject matter or accuracy of the
assumptions or items upon which we have relied.

                  In connection with the opinions expressed herein, we have
examined such documents, records and matters of law as we have deemed necessary
for the purposes of this opinion. We have examined, among other documents, the
following:

                  (a) An executed copy of the Financing Agreement; and

                  (b) An executed copy of each of the Notes.

The documents referred to in items (a) and (b) above are referred to herein
collectively as the "Documents."



                                      H-1
<PAGE>

                  In all such examinations, we have assumed the legal capacity
of all natural persons executing documents, the genuineness of all signatures,
the authenticity of original and certified documents and the conformity to
original or certified copies of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the opinions
expressed herein, we have relied upon, and assume the accuracy of,
representations and warranties contained in the Documents and certificates and
oral or written statements and other information of or from representatives of
the Borrowers and others and assume compliance on the part of all parties to the
Documents with their covenants and agreements contained therein. With respect to
the opinions expressed in paragraph (a) below, our opinions are limited (x) to
our actual knowledge, if any, of the Borrowers' specially regulated business
activities and properties based solely upon an officer's certificate in respect
of such matters and without any independent investigation or verification on our
part and (y) to our review of only those laws and regulations that, in our
experience, are normally applicable to transactions of the type contemplated by
the Documents.

                  To the extent it may be relevant to the opinions expressed
herein, we have assumed that the parties to the Documents have the power to
enter into and perform such documents and to consummate the transactions
contemplated thereby and that such documents have been duly authorized, executed
and delivered by, and, except as set forth in paragraph (b) with respect to the
Borrowers, constitute legal, valid and binding obligations of, such parties.

                  Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that:

                  (a) The execution and delivery to the Administrative Agent,
the CAF Advance Agent, the Co-Documentation Agents, the Syndication Agent, the
Issuing Bank and the Lenders by each Borrower of the Documents to which it is a
party and the performance by each Borrower of its obligations thereunder (i) do
not require under present law any filing or registration by such Borrower with,
or approval or consent to such Borrower of, any governmental agency or authority
of the State of New York that has not been made or obtained except those
required in the ordinary course of business in connection with the performance
by such Borrower of its obligations under certain covenants and warranties
contained in the Documents to which it is a party and (ii) do not violate any
present law, or present regulation of any governmental agency or authority, of
the State of New York applicable to such Borrower or its property.

                  (b) The Documents to which it is a party constitute legal,
valid and binding obligations of each Borrower enforceable against such Borrower
in accordance with their respective terms.

                  (c) The borrowings by each Borrower under the Financing
Agreement and the applications of the proceeds thereof as provided in the
Financing Agreement will not violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System.

                  The opinions set forth above are subject to the following
qualifications:

         (A)      We express no opinion as to:

                  (i) the validity, binding effect or enforceability (a) of any
         provision of the Documents relating to indemnification, contribution or
         exculpation in connection with violations of any securities laws or
         statutory duties or public policy, or in connection with willful,
         reckless or criminal acts or gross negligence of the indemnified or
         exculpated party or the party receiving contribution; or (b) of any
         provision of any of the Documents relating to exculpation of any party


                                      H-2
<PAGE>

         in connection with its own negligence that a court would determine in
         the circumstances under applicable law to be unfair or insufficiently
         explicit;

                  (ii) the validity, binding effect or enforceability of (a) any
         purported waiver, release, variation, disclaimer, consent or other
         agreement to similar effect (all of the foregoing, collectively, a
         "Waiver") by the Borrowers under the Documents to the extent limited by
         provisions of applicable law (including judicial decisions), or to the
         extent that such a Waiver applies to a right, claim, duty, defense or
         ground for discharge otherwise existing or occurring as a matter of law
         (including judicial decisions), except to the extent that such a Waiver
         is effective under and is not prohibited by or void or invalid under
         provisions of applicable law (including judicial decisions), (b) any
         provision of any Document relating to choice of governing law to the
         extent that the validity, binding effect or enforceability of any such
         provision is to be determined by any court other than a court of the
         State of New York or (c) any provision of any Document relating to
         forum selection to the extent the forum is a federal court;

                  (iii) the enforceability of any provision in the Documents
         specifying that provisions thereof may be waived only in writing, to
         the extent that an oral agreement or an implied agreement by trade
         practice or course of conduct has been created that modifies any
         provision of the Documents;

                  (iv) the effect of any law of any jurisdiction other than the
         State of New York wherein the Administrative Agent, the CAF Advance
         Agent, the Co-Documentation Agents, the Syndication Agent, the Issuing
         Bank or any Lender may be located or wherein enforcement of any
         document referred to above may be sought that limits the rates of
         interest legally chargeable or collectible; and

                  (v) any approval, consent or authorization of the Federal
         Energy Regulatory Commission or any other United States federal agency
         or authority needed in connection with the execution, delivery and
         performance by any Borrower of the Documents to which it is a party,
         the consummation of the transactions contemplated thereby and
         compliance with the terms and conditions thereof.

         (B) Our opinions above are subject to (i) applicable bankruptcy,
insolvency, reorganization, fraudulent transfer, voidable preference, moratorium
or similar laws, and related judicial doctrines, from time to time in effect
affecting creditors' rights and remedies generally, (ii) general principles of
equity (including, without limitation, standards of materiality, good faith,
fair dealing and reasonableness, equitable defenses and limits on the
availability of equitable remedies), whether such principles are considered in a
proceeding at law or in equity and (iii) the qualification that certain other
provisions of the Documents may be unenforceable in whole or in part under the
laws (including judicial decisions) of the State of New York or the United
States of America, but the inclusion of such provisions does not affect the
validity as against any Borrower of the Documents to which it is a party, taken
as a whole, and the Documents contain adequate provisions for enforcing payment
of the obligations governed thereby, subject to the other qualifications
contained in this letter.

         (C) Our opinions as to enforceability are subject to the effect of
generally applicable rules of law that:

                  (i) limit the availability of a remedy under certain
         circumstances when another remedy has been elected; and



                                      H-3
<PAGE>

                  (ii) may, where less than all of a contract may be
         unenforceable, limit the enforceability of the balance of the contract
         to circumstances in which the unenforceable portion is not an essential
         part of the agreed exchange; and

                  (iii) govern and afford judicial discretion regarding the
         determination of damages and entitlement to attorneys' fees and other
         costs.

         (D) For the purposes of the opinion set forth in paragraph (c) above,
we have assumed that (i) none of the Administrative Agent, the CAF Advance
Agent, the Issuing Bank, the Co-Documentation Agents, the Syndication Agent or
any of the Lenders has or will have the benefit of any agreement or arrangement
(excluding the Documents) pursuant to which any Advances are directly or
indirectly secured by Margin Stock, (ii) none of the Administrative Agent, the
CAF Advance Agent, the Issuing Bank, the Co-Documentation Agents, the
Syndication Agent, any of the Lenders or any of their respective affiliates has
extended or will extend any other credit to any of the Borrowers directly or
indirectly secured by Margin Stock and (iii) none of the Administrative Agent,
the CAF Advance Agent, the Issuing Bank, the Co-Documentation Agents and the
Syndication Agents or any of the Lenders has relied or will rely upon any Margin
Stock as collateral in extending or maintaining any Advances pursuant to the
Financing Agreement.

         (E) For purposes of our opinions above insofar as they relate to the
Borrowers, we have assumed that (i) each Borrower is a corporation validly
existing in good standing in its jurisdiction of incorporation, has all
requisite power and authority, and has obtained all requisite corporate,
shareholder, third party and governmental authorizations, consents and
approvals, and made all requisite filings and registrations, necessary to
execute, deliver and perform the Documents to which it is a party (except to the
extent noted in paragraph (a) above), and that such execution, delivery and
performance will not violate or conflict with any law, rule, regulation, order,
decree, judgment, instrument or agreement binding upon or applicable to such
Borrower or its properties (except to the extent noted in paragraph (a) above),
and (ii) the Documents to which each Borrower is a party have been duly executed
and delivered by such Borrower.

                  The opinions expressed herein are limited to the federal laws
of the United States of America (in the case of the matters covered in paragraph
(c) above) and the laws of the State of New York, as currently in effect, except
that we express no opinion with respect to laws, rules or regulations of the
State of New York, or of any governmental agency or authority thereof,
applicable to companies engaged in the gathering, processing, transmission,
distribution or marketing of natural gas or other hydrocarbon derivatives or
power generation or the generation, transmission, distribution or marketing of
electricity, or as to filings, registrations, approvals or consents under or by
such laws, rules or regulations.

                  We express no opinion as to the compliance or noncompliance,
or the effect of the compliance or noncompliance, of each of the addressees with
any state or federal laws or regulations applicable to each of them by reason of
their status as or affiliation with a federally insured depository institution.



                                      H-4
<PAGE>


                  The opinions expressed herein are solely for the benefit of
the Administrative Agent, CAF Advance Agent, the Issuing Bank, the
Co-Documentation Agents, the Syndication Agent and the Lenders and may not be
relied on in any manner or for any purpose by any other person or entity.

                                               Very truly yours,

                                               JONES, DAY, REAVIS & POGUE



                                               By:
                                                   -----------------------------



                                      H-5
<PAGE>

                                                                       EXHIBIT I


                          [LETTERHEAD OF PROCESS AGENT]


                                                                          [DATE]


To each of the Lenders parties
  to the Credit Agreement (as
  defined and referred to
  below) and to JPMorgan Chase Bank
  as Administrative Agent and
  CAF Advance Agent for said Lenders
  and as Issuing Bank
c/o JPMorgan Chase Bank
270 Park Avenue
New York, New York  10017

To El Paso Corporation
1001 Louisiana Street
Houston, Texas  77002

                El Paso Corporation/El Paso Natural Gas Company/

               Tennessee Gas Pipeline Company/El Paso CGP Company

Gentlemen:

                  Reference is made to that certain Amended and Restated
$1,000,000,000 3-Year Revolving Credit and Competitive Advance Facility
Agreement, dated as of June 27, 2002 (said Agreement, as it may hereafter be
amended, supplemented or otherwise modified from time to time, being the "Credit
Agreement", the terms defined therein being used herein with the same meaning)
among El Paso Corporation (the "Company"), El Paso Natural Gas Company
("EPNGC"), Tennessee Gas Pipeline Company ("Tennessee"), El Paso CGP Company
("CGP") (CGP, together with the Company, EPNGC and Tennessee, the "Borrowers",)
certain banks and other financial institutions from time to time party thereto
as Lenders thereunder (the "Lenders"), JPMorgan Chase Bank, as Administrative
Agent, CAF Advance Agent (in such capacities, the "Administrative Agent" and the
"CAF Advance Agent") for the Lenders, and as Issuing Bank, Citibank, N.A. and
ABN AMRO Bank N.V., as Co-Documentation Agents, and Bank of America, N.A., as
Syndication Agent.

                  Pursuant to Section 9.9(a) of the Credit Agreement each of the
Borrowers has appointed the undersigned (with an office on the date hereof at
111 Eighth Avenue, 13th Floor, New York, New York 10011) as Process Agent to
receive on behalf of such Borrower and its property service of copies of the
summons and complaint and any other process which may be served by the
Administrative Agent, the CAF Advance Agent, the Issuing Bank, any Lender or the
holder of any Note in any action or proceeding by the Administrative Agent, the
CAF Advance Agent, the Issuing Bank, any Lender or the holder of any Note in any
New York State or Federal court sitting in New York City in respect of, but only
in respect of, any claims or causes of action arising out of or relating to the
Credit Agreement and the Notes issued pursuant thereto.



                                      I-1
<PAGE>

                  The undersigned hereby accepts such appointment as Process
Agent and agrees with each of you that (i) the undersigned will not terminate
the undersigned's agency as such Process Agent prior to ______ __, 200_ (and
hereby acknowledges that the undersigned has been paid in full by the Borrower
for its services as Process Agent through such date), (ii) the undersigned will
maintain an office in New York City through such date and will give the
Administrative Agent prompt notice of any change of address of the undersigned,
(iii) the undersigned will perform its duties as Process Agent in accordance
with Section 9.9(a) of the Credit Agreement and (iv) the undersigned will
forward forthwith to the Borrower at its address specified below copies of any
summons, complaint and other process which the undersigned receives in
connection with its appointment as Process Agent.

                  This acceptance and agreement shall be binding upon the
undersigned and all successors of the undersigned.

                                               Very truly yours,

                                               CT CORPORATION SYSTEM


                                               By:
                                                   -----------------------------
                                                   Title:


Address of the Borrower:


[Address]


                                      I-2
<PAGE>





                                                                       EXHIBIT J


                                     FORM OF
                                JOINDER AGREEMENT


                  Reference is made to the Amended and Restated $1,000,000,000
3-Year Revolving Credit and CAF Advance Facility Agreement, dated as of June 27,
2002 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"; terms defined therein being used herein as therein defined),
among El Paso Corporation, El Paso Natural Gas Company, Tennessee Gas Pipeline
Company, El Paso CGP Company, certain banks and other financial institutions
from time to time party thereto, JPMorgan Chase Bank, as Administrative Agent,
CAF Advance Agent, and Issuing Bank, Citibank, N.A. and ABN AMRO Bank N.V., as
Co-Documentation Agents, and Bank of America, N.A., as Syndication Agent.

                  The undersigned hereby acknowledges that it has received and
reviewed a copy (in execution form) of the Credit Agreement, and agrees to:

                  (a)      join the Credit Agreement as a Borrower party
                           thereto;

                  (b)      be bound by all covenants, agreements and
                           acknowledgments attributable to a Borrower in the
                           Credit Agreement and any Note to which it is a party;
                           and

                  (c)      perform all obligations required of it by the Credit
                           Agreement and any Note to which it is a party.

                  The undersigned hereby represents and warrants that the
representations and warranties with respect to it contained in, or made or
deemed made by it in, Article IV of the Credit Agreement are true and correct on
the date hereof.

                  THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  IN WITNESS WHEREOF, the undersigned has caused this Joinder
Agreement to be duly executed and delivered in New York, New York by its proper
and duly authorized officer as of this day of ______, __.

                                                    [Borrower]


                                                    By:
                                                        ------------------------
                                                        Title:


ACKNOWLEDGED AND AGREED TO:

[EL PASO CORPORATION]

By:
    ---------------------------
    Title:


                                      J-1
<PAGE>





                                                                       EXHIBIT K


                     FORM OF OPINION OF [ASSOCIATE GENERAL]
                         [SENIOR] COUNSEL OF THE COMPANY



                  (a) Each of the Company and the Borrowing Subsidiaries (i) is
         a corporation duly incorporated and existing in good standing under the
         laws of the jurisdiction of its organization, and (ii) possesses all
         the corporate 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.

                  (b) The execution and delivery by the Company and the
         Borrowing Subsidiary of the Joinder Agreement and by the Borrowing
         Subsidiary of the Notes made by it and the performance by the Borrowing
         Subsidiary of its obligations as a "Borrower" under the Credit
         Agreement and the Notes made by it are within such corporation's
         corporate powers and have been duly authorized by all necessary
         corporate action in respect of or by each of the Company and the
         Borrowing Subsidiary (as applicable), and do not contravene (i) the
         Company's or the Borrowing Subsidiary's charter or by-laws, each as
         amended to date, (ii) any federal law, rule or regulation applicable to
         the Company or the Borrowing Subsidiary (excluding provisions of
         federal law expressly referred to in and covered by the opinion of [New
         York Counsel] delivered to you in connection with the transactions
         contemplated hereby) or any provision of the General Corporation Law of
         the State of Delaware applicable to such corporation, or (iii) any
         contractual restriction binding on or affecting the Company or the
         Borrowing Subsidiary. The Joinder Agreement has been duly executed and
         delivered on behalf of the Company and the Borrowing Subsidiary and the
         Notes made by the Borrowing Subsidiary have been duly executed and
         delivered on behalf of the Borrowing Subsidiary.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any federal governmental authority or
         regulatory body (including, without limitation, the FERC) is required
         for (i) the due execution and delivery by the Company or the Borrowing
         Subsidiary of the Joinder Agreement, (ii) the performance by the
         Borrowing Subsidiary of its obligations as a "Borrower" under the
         Credit Agreement or (iii) the execution, delivery and performance by
         the Borrowing Subsidiary of the Notes made by it, except those required
         in the ordinary course of business in connection with the performance
         by the Company or the Borrowing Subsidiary of its obligations under
         certain covenants and warranties contained in the Joinder Agreement,
         the Credit Agreement and the Notes and those which have been obtained
         and are in full force and effect.

                  (d) To the best of my knowledge, there is no action, suit or
         proceeding pending or overtly threatened against or involving the
         Company or any of the Principal Subsidiaries which, in my reasonable
         judgment (taking into account the exhaustion of all appeals), would
         have a material adverse effect upon the consolidated financial
         condition of the Company and its consolidated Subsidiaries taken as a
         whole, or which purports to affect the legality, validity, binding
         effect or enforceability of the Joinder Agreement, the Credit Agreement
         or the Notes.




                                      K-1
<PAGE>




                                                                       EXHIBIT L


                           FORM OF OPINION OF NEW YORK
                             COUNSEL TO THE COMPANY



                  (a) The execution and delivery to the Administrative Agent,
         the CAF Advance Agent, the Issuing Bank, the Co-Documentation Agents,
         the Syndication Agent and the Lenders by the Company and the Borrowing
         Subsidiary of the Joinder Agreement and by the Borrowing Subsidiary of
         the Notes made by it and the performance by the Borrowing Subsidiary of
         its obligations as a "Borrower" under the Credit Agreement and the
         Notes made by it (i) do not require under present law any filing or
         registration by the Company or the Borrowing Subsidiary with, or
         approval or consent to the Company or the Borrowing Subsidiary of, any
         governmental agency or authority of the State of New York that has not
         been made or obtained, except those, if any, required in the ordinary
         course of business in connection with the performance by the Company or
         the Borrowing Subsidiary of their respective obligations under certain
         covenants and warranties contained in the Joinder Agreement, the Credit
         Agreement and the Notes and (ii) do not violate any present law, or
         present regulation of any governmental agency or authority, of the
         State of New York applicable to the Company or the Borrowing Subsidiary
         or its respective property.

                  (b) The Joinder Agreement, the Credit Agreement and the Notes
         (as applicable) constitute the legal, valid and binding obligations of
         each of the Company and the Borrowing Subsidiary enforceable against
         each of the Company and the Borrowing Subsidiary in accordance with
         their respective terms.

                  (c) The borrowings by the Borrowing Subsidiary under the
         Credit Agreement and the applications of the proceeds thereof as
         provided in the Credit Agreement will not violate Regulation T, U or X
         of the Board of Governors of the Federal Reserve System.



                                      L-1
<PAGE>





                                                                       EXHIBIT M


                                     FORM OF
                                EXTENSION REQUEST



                                                                          [Date]


JPMorgan Chase Bank, as Administrative Agent
270 Park Avenue
New York, New York 10017

Attention:  Jackie Reid

Gentlemen:

                  Reference is made to the Amended and Restated $1,000,000,000
3-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of
June 27, 2002, among the undersigned, El Paso Natural Gas Company, Tennessee Gas
Pipeline Company, El Paso CGP Company, certain Lenders parties thereto, JPMorgan
Chase Bank, as Administrative Agent, CAF Advance Agent and Issuing Bank,
Citibank, N.A. and ABN AMRO Bank N.V., as Co-Documentation Agents, and Bank of
America, N.A., as Syndication Agent (as the same may be amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"). Terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.

                  The undersigned hereby represents and warrants that no Event
of Default has occurred or is continuing.

                  This is an Extension Request pursuant to Section 2.23 of the
Credit Agreement requesting an extension of the Stated Termination Date to
[INSERT REQUESTED TERMINATION DATE]. Please transmit a copy of this Extension
Request to each of the Lenders.

                                                EL PASO CORPORATION


                                                By:
                                                    ----------------------------
                                                    Title:


                                      M-1









</TEXT>
</DOCUMENT>
