Common use of Increase of Commitments Clause in Contracts

Increase of Commitments. (a) El Paso may, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Increase of Commitments. (a) El Paso On up to three occasions after the Effective Date, the Borrower at its option may, from time to time, seek to increase the Revolving Commitments by up to an aggregate amount of $200,000,000 (resulting in maximum total Revolving Commitments of $650,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, request which notice shall specify the amount of any such increase (which shall not be less than $10,000,000) and shall certify that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such timeno Default has occurred and is continuing. Upon the receipt After delivery of such request by notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the Revolving Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent and the Borrower. No increase in the Revolving Commitment shall deliver become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a copy thereof document in form and substance reasonably satisfactory to each Lender. Such notice shall set forth the Administrative Agent pursuant to which (i) any such existing Lender agrees to the amount of its Revolving Commitment increase, (ii) any such new Lender agrees to its Revolving Commitment amount and agrees to assume and accept the requested increase obligations and rights of a Lender hereunder, (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to iii) the remaining Incremental Facility AmountBorrower accepts such incremental Revolving Commitments, (iv) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of any increase in the Revolving Commitments is specified and (v) the Borrower certifies that on such notice and whichdate the conditions for a new Loan set forth in Section 4.02 are satisfied. Upon the effectiveness of any increase in the Revolving Commitments pursuant hereto, in any event, must be on or prior to the Maturity Date), and shall offer (i) each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all (new or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”existing) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to increase its have made an assignment to each new or existing Lender accepting a new or increased Revolving Commitment). In the event that, of an interest in each then outstanding Revolving Loan (in each case, on the 10th day after terms and conditions set forth in the Administrative Agent shall have delivered a notice pursuant to Assignment and Assumption) and (ii) the second sentence Swingline Exposure and LC Exposure of this paragraph, the Increasing existing and new Lenders shall have agreed be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Revolving Commitments. Assignments pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than shall be made in exchange for, and substantially contemporaneously with the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal payment to the unsubscribed amount; providedassigning Lenders of, howeverthe principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, that each Augmenting Lender (that is not an existing Lender) for purposes of Section 2.16 be deemed prepayments of such Loan. Any increase of the Revolving Commitments pursuant to this Section shall be subject to the prior written approval of receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation other documents as the Administrative Agent shall may reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a request. No consent of any Lender hereunder. Any such increase may be made in an amount that is less (other than the increase requested by El Paso if El Paso is unable Lenders agreeing to arrange for, new or chooses not increased Revolving Commitments) shall be required for any incremental Revolving Commitment provided or Loan made pursuant to arrange for, Augmenting Lendersthis Section 2.09(e).

Increase of Commitments. (a) El Paso The Company and any one or more Banks (including New Banks) may, by written notice to the Administrative Agentat any time when no Default or Event of Default has occurred and is continuing, request agree that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative AgentBanks shall make, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth obtain or increase the amount of their Commitments by executing and delivering to the requested Agent an Increased Commitment Notice specifying (i) the amount of such increase and (which ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in minimum increments of $1,000,000 and a minimum amount of at least $10,000,000 or equal 10,000,000. No Bank shall have any obligation to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, participate in any eventincrease described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank financial institution or other entity being called an “Augmenting Lender”)which, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to with the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval consent of the Administrative Agent Company and the Issuing Bank Agent (which approvals consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Borrowers Agent (including as to the initial interest applicable to such Loans), and each Augmenting Lender payments of principal, interest and fees under this Agreement shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in an amount that is less than respect of the increase requested by El Paso if El Paso is unable Loans will be made to arrange for, give effect to the allocations or chooses not to arrange for, Augmenting Lendersreallocations described in this subsection.

Increase of Commitments. Subject to the approval of the Agent (awhich shall not be unreasonably withheld or delayed), the Borrowers shall have the right to request an increase in the aggregate amount of the Commitments (provided that there shall be no more than two such increases in the Commitments and the aggregate amount of such increases in the Commitments pursuant to this Section shall not exceed $48,000,000) El Paso may, by providing written notice to the Administrative Agent, request that which notice shall be irrevocable once given. Each such increase in the Total Commitment Commitments must be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) 20,000,000 and the date on which such increase is requested to become effective (which integral multiples of $1,000,000 in excess thereof. The Agent shall be not less than 10 days nor more than 60 days after the date promptly notify each Lender of such notice and which, in any event, must be on or prior to request. Each existing Lender shall have the Maturity Date), and shall offer each Lender the opportunity right to increase its Commitment by its Applicable an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the proposed increased amountAgent. Each Lender shall, by shall notify the Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days time period, then such Lender shall be deemed to have declined to increase its Commitment). No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event thata new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the 10th day date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after the Administrative Agent shall have delivered a notice pursuant giving effect to the second sentence increase of this paragraphCommitments) of any outstanding Revolving Loans, the Increasing Lenders shall have agreed pursuant by making available to the preceding sentence to increase their Commitments by Agent for the account of such other Lenders at the Principal Office, in same day funds, an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender sum of (that is not an existing Lendera) shall be subject to the prior written approval portion of the Administrative Agent and outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the Issuing Bank (aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.4(j) which approvals shall have not be unreasonably withheld or delayed)been repaid, and the Borrowers shall pay to such other Lenders interest accrued and each Augmenting unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrowers or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances or transactions, in either event not prohibited hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent may reasonably request and (B) the Borrowers shall reasonably specify make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment and a Competitive Advance Note within two (2) Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. The Borrowers shall also execute and deliver to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an the other Lenders replacement Competitive Advance Notes increasing the principal face amount that is less than thereof to 50% of the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersnew Total Commitment.

Increase of Commitments. With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right at any time and from time to time to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $800,000,000) El Paso may, by providing written notice to the Administrative Agent, request that the Total Commitment which notice shall be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request irrevocable once given and shall be forwarded by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting the Borrower shall not have the right to make more than 4 requests for increases in the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (that is not or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, increase the amount of its Commitment Percentage), in each case, as determined after giving effect to the increase of Commitments, of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be subject in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the prior written approval effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Administrative Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Issuing Bank (which approvals Borrower shall not be unreasonably withheld or delayed)make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the Borrowers and each Augmenting Lender shall execute all amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such within 5 Business Days of the effectiveness of the applicable increase may be made in an the aggregate amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof Commitments.

Increase of Commitments. (a) El Paso The Borrower may, from time to time, by written notice to the Administrative Agent, request that the Total Commitment aggregate Commitments be increased by an amount that will not result in the aggregate Commitments exceeding $200,000,000; provided that each increase in aggregate Commitments under this Section shall be in a minimum amount not to exceed the Incremental Facility Amount at of $25,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the requested amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amounteffective. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent The Borrower shall have delivered a notice pursuant the right, but not the obligation, to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more commercial banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to up to, but not greater than, the unsubscribed amount; providedrequested increase, however, provided that each Augmenting Lender, if not already a Lender hereunder (that is not an existing Lenderi) shall be subject to the prior written approval extend a new Commitment of the Administrative Agent and the Issuing Bank not less than $5,000,000, (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender ii) shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunderhereunder and (iii) shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Any Such increases and such new Commitments shall become effective on the date agreed to by the Borrower, the Augmenting Lenders and the Administrative Agent. Notwithstanding the foregoing, no increase may in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, on the date of such increase, the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Executive Officer of the Borrower. Notwithstanding anything else in the foregoing, no Lender shall become an Augmenting Lender without such Lender’s consent. (b) Upon the effectiveness of any increase pursuant to this Section 2.18 of the aggregate Commitments and any resulting adjustment in the Applicable Percentages, the Lenders and the Augmenting Lenders will purchase from each other and sell to each other outstanding Loans sufficient to cause the outstanding Loans of each Lender and Augmenting Lender to equal its Applicable Percentage (as so adjusted) of the aggregate outstanding Revolving Loans. Such purchase and sale shall be made pursuant to Section 9.04 except that no minimum amount shall be required, no processing fee shall be charged and, if any Lender shall suffer a loss or incur an expense as a result of the effectiveness of such purchase or sale being during an Interest Period, the Borrower shall reimburse such Lender the amount of such loss or expense. Each such Lender shall furnish the Borrower with a certificate setting forth, in an reasonable detail, the basis for determining the amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not be paid to arrange for, Augmenting Lendersit hereunder.

Increase of Commitments. (a) El Paso mayThe Borrower shall have the right at any time after the Closing Date to increase the aggregate Commitments hereunder in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least 20 Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, and the requested date of increase (the “Requested Increase Date”). Each Lender shall have the right, but no obligation whatsoever, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, Borrower through the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days Business Days after the date of such notice and whichsaid Notice of Increase, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of an amount specified by such Lender, which shall not be less than $1,000,000 and shall not exceed the proposed increased amountRequested Increase Amount. Each Any Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree that so offers to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being is herein called an “Increasing Lender”) or decline to increase its Commitment (and any . Any Lender that does not deliver such a notice so offer within such period of 10 days time shall be deemed to have declined to increase its Commitment). In . (ii) If the event that, on aggregate amount of the 10th day after the Administrative Agent shall have delivered a notice increases offered pursuant to sub-clause (i) above exceeds the second sentence of this paragraphRequested Increase Amount, the increase shall be allocated ratably among the Increasing Lenders shall have agreed Lenders. (iii) If the aggregate amount of the increases offered pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities sub-clause (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lenderi) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that above is less than the increase requested Requested Increase Amount, the Borrower may, through the Administrative Agent, offer the balance of the Requested Increase Amount to one or more other financial institutions, each of which must be reasonably satisfactory to the Administrative Agent; provided, that the Commitment to be acquired hereunder by El Paso if El Paso any such other financial institution shall not be less than $1,000,000. Any such other financial institution that agrees to acquire a Commitment pursuant hereto is unable herein called an “Additional Lender”. (iv) Effective on the Requested Increase Date, subject to arrange forthe terms and conditions hereof, or chooses not (x) Schedule I shall be deemed amended to arrange forreflect the increases contemplated hereby, Augmenting (y) the Commitment of each Increasing Lender shall be increased by the amount determined pursuant to sub-clauses (i) and (ii) above, and (z) each Additional Lender shall enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in the amount determined pursuant to sub-clause (iii) above, and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. Each Additional Lender may request a Note in accordance with Section 2.17(d). (v) If on the Requested Increase Date there are Advances outstanding hereunder, appropriate adjustments shall be made (by the making of Advances by the Increasing Lenders and the Additional Lenders and/or the prepayment of outstanding Advances) as necessary to cause the outstanding Advances to be held ratably by all Lenders. (vi) The Borrower may not exercise its rights under this Section 2.19 more than once in each successive annual period commencing on the Closing Date. (b) Anything in this Section 2.19 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section shall be effective unless: (i) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Borrower in Article 4 (subject to updating in the case of Sections 4.01(n) and 4.01(o)) shall be true and correct in all material respects as if made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) on and as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, the M▇▇▇▇’▇ Rating and the S&P Rating shall be at least equal to Baa3 and BBB- respectively; (iii) the Borrower shall not previously have reduced the Commitments under Section 2.04; and (iv) after giving effect to any such increase the aggregate amount of the Commitments shall not exceed $300,000,000.

Increase of Commitments. (a) El Paso may, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) ), whether all or any portion of the requested increase is to be made available to the Trustee and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s its Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Increase of Commitments. (a) El Paso may, by written notice to The Borrower shall have the Administrative Agent, request that right with the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt consent of such request by the Administrative Agent, the Administrative Agent shall deliver and the Syndication Agent, to request in writing, from time to time (but not more than twice), that the aggregate amount of the Commitments then in effect be increased effective upon a copy thereof to each Lender. Such notice shall specific date (the "Increase Effective Date") set forth in such request (the "Increase Request") upon the same terms and conditions as set forth herein, provided that no such increase shall be permitted if, after giving effect thereto the total aggregate Commitments would exceed $2,500,000,000. Any such increase shall be in incremental aggregate amounts of not less than the lesser of (i) $10,000,000 or (ii) $2,500,000,000 minus the amount of the requested total aggregate Commitments then in effect (the "Requested Amount") and shall increase (which shall be in minimum increments of $1,000,000 and a minimum permanently the amount of $10,000,000 or equal the total aggregate Commitments then in effect (subject to the remaining Incremental Facility AmountBorrower's right to terminate or reduce the amount of the Commitments pursuant to Section 2.5). (b) and If on the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, "Increase Response Date") specified in any event, must be on Increase Request any Lenders or prior to any new lenders selected by the Maturity Date), and shall offer each Lender Borrower with the opportunity to increase its Commitment by its Applicable Percentage consent of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given and the Syndication Agent (such consent not more than 10 days after the date of the Administrative Agent’s noticeto be unreasonably withheld) elect in their sole discretion, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments (each an "Increasing Lender") by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedRequested Amount, howeverthen, that each Augmenting subject to the provisions of this Section 2.19, on the Increase Effective Date therefor, the Commitments of such Increasing Lenders, and correspondingly, the total aggregate Commitments, shall be increased accordingly. (c) Each increase in the Commitment of an Increasing Lender (that is not an existing Lenderincluding any new lender) shall be subject evidenced by a written instrument executed by such Increasing Lender, the Borrower and the Administrative Agent, and shall take effect on the related Increase Effective Date. (d) Upon the request to the prior written approval of the Administrative Agent and by any Increasing Lender, the Issuing Bank Borrower shall deliver to each such Increasing Lender, in exchange for the Note held by such Increasing Lender, a new Note, in the principal amount of such Increasing Lender's Commitment after giving effect to the adjustments made pursuant to this Section 2.19. (which approvals e) If any Lender or group of Lenders shall not be unreasonably withheld or delayed)have elected to increase their Commitments as provided in this Section 2.19, and then as of the Borrowers and related Increase Effective Date (i) the Commitments of each Augmenting Increasing Lender shall execute all such documentation as take effect and (ii) the Administrative Agent Commitments of the Lenders which are not Increasing Lenders shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersremain constant.

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time after the Effective Date, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or provided four Business Days prior to the Maturity Increase Effective Date), executed by the Borrower and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting Increasing Lender”), which may include any LenderLender (acting in its sole discretion), cause new Commitments to extend be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased (any such extension or increase their existing Commitments being called a “Commitment Increase”), in an aggregate amount equal to the unsubscribed amountset forth in such notice; provided, howeverthat (i) the aggregate amount of the Commitment Increases becoming effective on any single date shall be at least $25,000,000 (or such lesser amount consented to by the Administrative Agent), that (ii) at no time shall the aggregate amount of Commitments, giving effect to the Commitment Increases effected pursuant to this paragraph, exceed $1,250,000,000, (iii) each Augmenting Increasing Lender, if not already a Lender hereunder, (that is not an existing LenderA) shall be subject to the prior written approval of the Administrative Agent and the each Issuing Bank (which approvals approval shall not be unreasonably withheld or delayed), (B) shall complete an Administrative Questionnaire and (C) shall become a party hereto by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrowers Borrower (an “Accession Agreement”). New Commitments and each Augmenting increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall execute thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of such documentation Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) On the Increase Effective Date, which shall not be less than 30 days prior to the Maturity Date, (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the Subsequent Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall reasonably specify pay to evidence each Lender the portion of such Augmenting funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment and/or Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the amount of the Subsequent Borrowings, (v) each Increasing Lender and each other Lender shall be deemed to hold its status Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. Notwithstanding the foregoing, the Administrative Agent may, in its discretion, implement other procedures (such as non-pro rata Borrowings while current Interest Periods are in effect) in order to minimize or eliminate LIBOR breakage costs in connection with any such increase. (c) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Lender hereunder. Any Borrowing being deemed to be references to such increase may be made in an amount increase) and the Administrative Agent shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to that is less than the increase requested effect dated such date and executed by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersa Financial Officer of each Loan Party.

Increase of Commitments. (a) El Paso The Borrower may, from time to time, by written notice to the Administrative Agent, request that the Total Commitment aggregate Commitments be increased by an amount that will not result in the aggregate Commitments exceeding $325,000,000475,000,000; provided that each increase in aggregate Commitments under this Section shall be in a minimum amount not to exceed the Incremental Facility Amount at of $25,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the requested amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amounteffective. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent The Borrower shall have delivered a notice pursuant the right, but not the obligation, to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more commercial banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to up to, but not greater than, the unsubscribed amount; providedrequested increase, however, provided that each Augmenting Lender, if not already a Lender hereunder (that is not an existing Lenderi) shall be subject to the prior written approval extend a new Commitment of the Administrative Agent and the Issuing Bank not less than $5,000,000, (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender ii) shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunderhereunder and (iii) shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Any Such increases and such new Commitments shall become effective on the date agreed to by the Borrower, the Augmenting Lenders and the Administrative Agent. Notwithstanding the foregoing, no increase may in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, on the date of such increase, the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Executive Officer of the Borrower. Notwithstanding anything else in the foregoing, no Lender shall become an Augmenting Lender without such Lender’s consent. (b) Upon the effectiveness of any increase pursuant to this Section 2.18 of the aggregate Commitments and any resulting adjustment in the Applicable Percentages, the Lenders and the Augmenting Lenders will purchase from each other and sell to each other outstanding Loans sufficient to cause the outstanding Loans of each Lender and Augmenting Lender to equal its Applicable Percentage (as so adjusted) of the aggregate outstanding Revolving Loans. Such purchase and sale shall be made pursuant to Section 9.04 except that no minimum amount shall be required, no processing fee shall be charged and, if any Lender shall suffer a loss or incur an expense as a result of the effectiveness of such purchase or sale being during an Interest Period, the Borrower shall reimburse such Lender the amount of such loss or expense. Each such Lender shall furnish the Borrower with a certificate setting forth, in an reasonable detail, the basis for determining the amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not be paid to arrange for, Augmenting Lendersit hereunder.

Increase of Commitments. (a) El Paso On up to three occasions after the Restatement Date, the Borrower at its option may, from time to time, seek to increase the Revolving Commitments by up to an aggregate amount of $200,000,000 (resulting in maximum total Revolving Commitments of $850,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, request which notice shall specify the amount of any such increase (which shall not be less than $10,000,000) and shall certify that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such timeno Default has occurred and is continuing. Upon the receipt After delivery of such request by notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the Revolving Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent and the Borrower. No increase in the Revolving Commitment shall deliver become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a copy thereof document in form and substance reasonably satisfactory to each Lender. Such notice shall set forth the Administrative Agent pursuant to which (i) any such existing Lender agrees to the amount of its Revolving Commitment increase, (ii) any such new Lender agrees to its Revolving Commitment amount and agrees to assume and accept the requested increase obligations and rights of a Lender hereunder, (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to iii) the remaining Incremental Facility AmountBorrower accepts such incremental Revolving Commitments, (iv) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of any increase in the Revolving Commitments is specified and (v) the Borrower certifies that on such notice and whichdate the conditions for a new Loan set forth in Section 4.02 are satisfied. Upon the effectiveness of any increase in the Revolving Commitments pursuant hereto, in any event, must be on or prior to the Maturity Date), and shall offer (i) each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all (new or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”existing) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to increase its have made an assignment to each new or existing Lender accepting a new or increased Revolving Commitment). In the event that, of an interest in each then outstanding Revolving Loan (in each case, on the 10th day after terms and conditions set forth in the Administrative Agent shall have delivered a notice pursuant to Assignment and Assumption) and (ii) the second sentence Swingline Exposure and LC Exposure of this paragraph, the Increasing existing and new Lenders shall have agreed be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Revolving Commitments. Assignments pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than shall be made in exchange for, and substantially contemporaneously with the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal payment to the unsubscribed amount; providedassigning Lenders of, howeverthe principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, that each Augmenting Lender (that is not an existing Lender) for purposes of Section 2.16 be deemed prepayments of such Loan. Any increase of the Revolving Commitments pursuant to this Section shall be subject to the prior written approval of receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation other documents as the Administrative Agent shall may reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a request. No consent of any Lender hereunder. Any such increase may be made in an amount that is less (other than the increase requested by El Paso if El Paso is unable Lenders agreeing to arrange for, new or chooses not increased Revolving Commitments) shall be required for any incremental Revolving Commitment provided or Loan made pursuant to arrange for, Augmenting Lendersthis Section 2.09(e).

Increase of Commitments. With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right at any time prior to the date one year prior to the Termination Date (awithout giving effect to any extension thereof pursuant to Section 2.9.) El Paso mayto request an increase in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $325,000,000) by providing written notice to the Administrative Agent, request that the Total Commitment which notice shall be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request irrevocable once given and shall be forwarded by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting the Borrower shall not have the right to make more than two (2) requests for increases in the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (that is not or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, increase the amount of its Commitment Percentage), in each case, as determined after giving effect to the increase of Commitments, of any outstanding Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be subject in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the prior written approval effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Administrative Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Issuing Bank (which approvals Borrower shall not be unreasonably withheld or delayed)make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the Borrowers and each Augmenting Lender shall execute all amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such within five (5) Business Days of the effectiveness of the applicable increase may be made in an the aggregate amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof Commitments.

Increase of Commitments. (a) El Paso The Company may, by written notice to the Administrative AgentAgent up to four times after the Effective Date, request additional commitments for Incremental Loans in accordance with the terms of this Section 2.16; provided that (i) any Incremental Loans shall for all purposes be Term Loans borrowed pursuant to the Total Commitment terms of this Agreement, (ii) the financial institutions providing such Incremental Commitments shall be increased by an aggregate amount not existing Banks or other financial institutions reasonably acceptable to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof and the Company, (iii) after giving effect to each Lender. Such notice shall set forth such Incremental Loans, the sum of the total outstanding principal amount of the requested Term Loans does not exceed $1,000,000,000, (iv) no Default or Event of Default shall have occurred and be continuing or will exist after giving effect to such increase and (which shall be in minimum increments of $1,000,000 and a v) the minimum amount of any such borrowing of Incremental Loans is $10,000,000 or equal to 10,000,000. To achieve the remaining full amount of requested Incremental Facility Amount) and Loans, the date on which such increase is requested Company may solicit commitments for Incremental Loans from existing Banks and/or other financial institutions who are willing to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities Banks (any such bank or other entity being called Person agreeing to participate in any such Incremental Loans, an “Augmenting LenderIncremental Bank”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that no existing Banks shall be obligated and/or required to provide Incremental Loans pursuant to this Section 2.16 unless it specifically consents in writing to provide such Incremental Loans. (b) If the amount of outstanding Term Loans are increased in accordance with this Section 2.16, the Administrative Agent shall determine the effective date (the “Increase Effective Date”) and, in consultation with the Company, the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same. The Administrative Agent shall promptly notify the Company and the Banks of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, in addition to any deliveries pursuant to Section 2.16(a), the Company shall deliver to the Administrative Agent each Augmenting Lender of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) a certificate of the Company dated as of the Increase Effective Date signed by a Financial Officer of the Company certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 4 hereof and the other Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 4.04 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.01 hereof, and (B) no Default or Event of Default shall have occurred and be continuing, (ii) a statement of reaffirmation from the Company pursuant to which the Company ratifies this Agreement and the other Credit Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Credit Documents, and (iii) if any Incremental Bank is not an existing Lender) shall be subject to Bank, a joinder agreement executed by the prior written approval of Company, the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)such Incremental Bank, in form and the Borrowers and substance satisfactory to each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersPerson.

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time, by written notice to the Administrative Agent, request that the Total Commitment aggregate Commitments be increased by an amount that will not result in the aggregate amount not Commitments under this Agreement to exceed the Incremental Facility Amount at $75,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the requested amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amounteffective. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent The Borrower shall have delivered a notice pursuant the right, but not the obligation, to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more commercial banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting Lender”), which may include any LenderLender with its consent, to extend Commitments or increase their existing Commitments in an aggregate amount equal to up to, but not greater than, the unsubscribed amount; providedrequested increase, however, provided that each Augmenting Lender, if not already a Lender hereunder (that is not an existing Lenderi) shall be subject to the prior written approval extend a new Commitment of the Administrative Agent and the Issuing Bank not less than $5,000,000, (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender ii) shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunderhereunder and (iii) shall be consented to by the Administrative Agent. Any If (and only if) Lenders (including Augmenting Lenders) shall have agreed to increase their aggregate Commitments or to extend new Commitments in an aggregate amount of not less than $5,000,000 in the aggregate, such increases and such new Commitments shall become effective on the date agreed to by the Borrower, the Augmenting Lenders and the Administrative Agent. Notwithstanding the foregoing, no increase may in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, on the date of such increase, the conditions set forth in Section 4.2(b) and (c) shall be satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower. Upon the effectiveness of any increase pursuant to this Section 2.17 of the aggregate Commitments and any resulting adjustment in the Pro Rata Share, the Lenders and the Augmenting Lenders will purchase from each other and sell to each other outstanding Loans sufficient to cause the outstanding Loans of each Lender and Augmenting Lender to equal its Pro Rata Share (as so adjusted) of the aggregate outstanding Loans. Such purchase and sale shall be made in pursuant to Section 10.8 except that no minimum amount shall be required, no processing fee shall be charged and, if any Lender shall suffer a loss or incur an expense as a result of the effectiveness of such purchase or sale being during an Interest Period, the Borrower shall reimburse such Lender the amount that is less than of such loss or expense. Each such Lender shall furnish the increase requested by El Paso if El Paso is unable Borrower with a certificate setting forth the basis for determining the amount to arrange for, or chooses not be paid to arrange for, Augmenting Lendersit hereunder.

Increase of Commitments. (a) El Paso may, by By written notice sent to the Administrative AgentAgent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request that an increase of the Total Commitment be increased aggregate amount of the Commitments (i) by an aggregate amount equal to any integral multiple of $5,000,000 and not less than $10,000,000 and (ii) to an aggregate amount not to exceed $100,000,000; provided that (i) no Default shall have occurred and be continuing, (ii) the Incremental Facility Amount at aggregate amount of the Commitments shall not have been reduced, nor shall the Borrower have given notice of any such time. Upon reduction under Section 2.09, (iii) the receipt aggregate amount of such request the Commitments shall not previously have been increased pursuant to this Section 2.20 more than three (3) times, and (iv) the construction of the Moshannon Valley project shall have been satisfactorily completed and payments have commenced by the Administrative AgentFederal Bureau of Prisons under the Correctional and Detention Facility Contract for such project.. No Lender shall have any obligation to increase its Commitment. A Lender's decision whether to increase its Commitment under this Section 2.20 if it is requested to do so shall be made in such Lender's sole and absolute discretion and any failure to respond to a request shall be deemed a decision by such Lender that it will not increase its Commitment. If one or more of the Lenders is not increasing its Commitment, then, with notice to the Administrative Agent shall deliver and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a copy thereof "New Lender"), may commit to each Lender. Such notice shall set forth provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (which the "Increase Amount"); provided, that the Commitment of each New Lender shall be in minimum increments of at least $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) 5,000,000 and the date on which such increase is requested to become effective (which maximum number of New Lenders after the Effective Date shall be not less than 10 days nor more than 60 days after the date ten (10). Upon receipt of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and from the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphLenders and the Borrower that the Lenders, the Increasing or sufficient lenders and New Lenders shall have agreed pursuant to the preceding sentence commit to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedIncrease Amount (or such lesser amount as the Borrower shall agree, however, that each Augmenting Lender (that is not an existing Lender) which shall be subject at least $10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the prior written approval of requested increase, the Borrower, the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)Agent, and the Borrowers Lenders willing to increase their respective Commitments and each Augmenting Lender the New Lenders (if any) shall execute and deliver an "Increase Commitment Supplement" (herein so called) in the form attached hereto as Exhibit "B" hereto. If all such documentation as existing Lenders shall not have provided their pro rata portion of the Administrative Agent requested increase, on the effective date of the Increase Commitment Supplement the Borrower shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as request a Lender hereunder. Any such increase may borrowing hereunder which shall be made in only by the Lenders who have increased their Commitment and, if applicable, the New Lenders. The proceeds of such borrowing shall be utilized by the Borrower to repay the Lenders who did not agree to increase their Commitments, such borrowing and repayment to be an amount amounts sufficient so that is less than after giving effect thereto, the increase requested Loans shall be held by El Paso if El Paso is unable the Lenders pro rata according to arrange for, or chooses not to arrange for, Augmenting Lenderstheir Commitments.

Increase of Commitments. The Borrower shall have the right to request increases in the aggregate amount of the Commitments (aprovided that the aggregate amount of increases in the Commitments pursuant to this Section shall not exceed $200,000,000) El Paso may, by providing written notice to the Administrative Agent, request that which notice shall be irrevocable once given. Each such increase in the Total Commitment Commitments must be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $50,000,000 and integral multiples of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which in excess thereof. The Agent shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer promptly notify each Lender of any such request. Each existing Lender shall have the opportunity right to increase its Commitment by its Applicable an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the proposed increased amountCommitments. Each Lender shall, by shall notify the Agent within 10 Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days time period, then such Lender shall be deemed to have declined to increase its Commitment). No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event thata new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the 10th day date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after the Administrative Agent shall have delivered a notice pursuant giving effect to the second sentence increase of this paragraphCommitments) of any outstanding Revolving Loans, the Increasing Lenders shall have agreed pursuant by making available to the preceding sentence to increase their Commitments by Agent for the account of such other Lenders at the Principal Office, in same day funds, an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedsum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, howeverif any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each Augmenting new Lender, and any existing Lender (that is not an existing increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender) shall be subject to the prior written approval 's Commitment within 2 Business Days of the Administrative Agent and effectiveness of the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and applicable increase in the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an aggregate amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof Commitments.

Increase of Commitments. (a) El Paso mayAt any time on or after the Third Amendment Closing Date, by written notice to provided that no Event of Default shall have occurred and be continuing, the Administrative Agent, Company may request that an increase of the Total Commitment be increased by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an aggregate amount not to exceed less than $25,000,000 nor more than $600,000,000 in the Incremental Facility Amount at such timeaggregate. Upon The Agent will provide the receipt Lenders with notice of such request Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by the Administrative AgentBorrower, provided, following any such increase, the Administrative Agent Total Acquisition Loan Commitment shall deliver a copy thereof to each Lender. Such notice shall set forth the amount not exceed 40% of the requested increase (which Total Commitment. Any such Commitment Increase Notice shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal form reasonably satisfactory to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date)Agent, and shall must offer each Lender the opportunity to increase subscribe for its Commitment by its Applicable Percentage pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the proposed increased amount. Each Lender shall, Commitment is subscribed for by notice to El Paso and the Administrative Agent given not more than 10 days Lenders within fifteen (15) Business Days after the date delivery of the Administrative Agent’s noticeCommitment Increase Notice, either agree the Company may, in its sole discretion, but with the consent of the Agent as to increase its Commitment by any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the offered amount increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (each Lender so agreeing being an b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (a “Increasing New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. Upon delivery to the Agent of one or decline more New Lender Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitment, as increased. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Borrowers and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such ▇▇▇▇▇▇’s increased Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the increased Commitment of such Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement or New Lender Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender that does not deliver making an aggregate principal amount of Loans in excess of its Commitment, in which case such a notice within excess amount will be allocated to, and made by, such period New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of 10 days any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be deemed to have declined to increase its Commitment)effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event thatthat on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, on such Loans shall remain outstanding with the 10th day after respective holders thereof until the Administrative Agent shall have delivered a notice pursuant expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the second sentence applicable provisions of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayedAgreement), and interest on and repayments of such Loans will be paid thereon to the Borrowers and each Augmenting respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 5.18, the aggregate amount of the Commitments shall not exceed $3,000,000,000. (g) On or following a Re-Allocation Date, the Company shall execute all such documentation as and deliver Notes to any New Lender and replacement Notes to any Lender signing a Commitment Increase Agreement in the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase of said Persons’ Commitments, if requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenderssuch Person.

Increase of Commitments. (axiv) El Paso may, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date). Any such increase in Commitments may be provided by one or more existing Lenders or by one or more banks or other entities that is not an existing Lender (any such bank or other entity that is not an existing Lender being called an “Augmenting Lender”); provided, however, that each Augmenting Lender shall be subject to the prior written approval of the Administrative Agent and each Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall offer each execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amounthereunder. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Increase of Commitments. (a) El Paso may, by written notice The Borrower shall have the right at any time prior to the Administrative AgentTermination Date, request but not more than once per Facility Year, to increase the aggregate principal amount of the Commitments by not more than $35,000,000 by, at its option, (i) requesting that the Total Commitment be increased by Lenders increase the aggregate principal amount of their Commitments in a principal amount of not less than $5,000,000 or an aggregate amount not integral multiple of $1,000,000 in excess thereof or (ii) adding to exceed this Agreement as Lenders, with the Incremental Facility Amount at such time. Upon the receipt approval of such request by the Administrative AgentAgent (which approval shall not be unreasonably withheld), one or more Eligible Assignees, provided that the Commitment of any such Eligible Assignee shall be in a -------- principal amount of not less than $10,000,000. (b) In the event that the Borrower exercises its option pursuant to clause (i) of Section 2.14(a), the Administrative Agent shall deliver a copy thereof promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, within 21 days after receipt of such notice, notify the Administrative Agent in writing, which notice shall be irrevocable, (i) of the principal amount by which it agrees to increase its Commitment (with respect to each such Lender, its "Proposed Increased Commitment") or (ii) that it does not ----------------------------- agree to increase its Commitment. Such notice In no event shall set forth a Lender's Proposed Increased Commitment exceed the principal amount of the increase requested by the Borrower. If any Lender shall fail to notify the Administrative Agent in writing of its decision to increase its Commitment, such Lender shall be deemed not to agree to an increase. The Administrative Agent shall promptly allocate the requested increase (which shall be in minimum increments the Commitments pro rata in accordance with each Lender's Proposed Increased Commitment and notify the Borrower and the Lenders of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) such allocation and the date on which such increase is requested to become shall be effective (with respect to increases in the aggregate principal amount of the Commitments effected pursuant to this Section 2.14(b), the "Increased Commitment Date"), which date ------------------------- shall be not less than 10 days nor more than 60 days 3 Business Days after the date of such notice and which, in any event, must be on or prior notification has been given to the Maturity Date), Borrower and shall offer each the Lenders. Any Lender that has not responded to the opportunity Borrower's request to increase its Commitment by its Applicable Percentage within 21 days of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date receipt of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days request shall be deemed to have declined to increase refused such request. In no event shall a Lender's allocated share of the increased Commitments exceed its Proposed Increased Commitment). . (c) In the event thatthat the Borrower exercises its option pursuant to clause (ii) of Section 2.14(a), on the 10th day after such Eligible Assignee shall promptly deliver to the Administrative Agent an agreement in form and substance satisfactory to the Borrower and the Administrative Agent. Upon the effective date of such agreement, such Eligible Assignee shall have delivered become a notice Lender hereunder (with respect to increases in the aggregate principal amount of the Commitments effected pursuant to this Section 2.14(c), the second sentence "Increased Commitment Date") and the ------------------------- Administrative Agent shall record the information reflecting such agreement in the Register. (d) Notwithstanding any other provision of this paragraphSection 2.14, the Increasing Lenders shall have agreed pursuant to right of the preceding sentence Borrower to increase their the aggregate principal amount of the Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval following conditions: (i) no Default shall have occurred and be continuing as of the Administrative Agent date of the Borrower's request referred to in Section 2.14(a) or on the Increased Commitment Date; (ii) no Revolving Credit Advances shall be outstanding hereunder and no Notice of Revolving Credit Borrowing shall have been given, in each case, on and as of any such Increased Commitment Date, or, if any Revolving Credit Advances shall be outstanding hereunder on any such Increased Commitment Date, the Issuing Bank Borrower shall, on any such Increased Commitment Date, notwithstanding any provisions contained herein regarding the minimum amount or pro rata nature of such borrowing or prepayment (which approvals A) borrow Base Rate Advances (or, if such Increased Commitment Date falls on the last day of an Interest Period for outstanding Revolving Credit Advances, Eurodollar Rate Advances) (1) from the Lenders increasing their Commitments (in the case of an increase effected pursuant to Section 2.14(b)) or (2) from the Eligible Assignees becoming Lenders (in the case of an increase effected pursuant to Section 2.14(c)) and (B) prepay Eurodollar Rate Advances and Base Rate Advances owing to the other Lenders in such amounts and of such Types such that, after giving effect thereto, all of the Eurodollar Rate Advances, and all of the Base Rate Advances, shall be allocated among the Lenders pro rata in accordance with the amounts of their respective Commitments (after giving effect to the increase in the aggregate amount of the Commitments), all in accordance with Section 2.09 (other than any provision regarding the minimum amount of such prepayment contained therein); and (iii) the Borrower shall not be unreasonably withheld or delayedhave reduced the Commitments pursuant to Section 2.04(a), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Increase of Commitments. (a) El Paso mayIf, prior to and after giving effect to any increase in the Commitments pursuant to this Section 2.20, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower may at any time and from time to time, but in no event more than two (2) times in any fiscal year, request an increase of the aggregate Commitments by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Agent in writing of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested such proposed increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its a “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting LenderIncrease Notice”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that (i) each Augmenting such increase shall be at least $25,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.20 shall not exceed $150,000,000, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Commitments shall not exceed $450,000,000 without the approval of the Required Lenders. The Administrative Agent shall, within five (5) Business Days after receipt of the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall so notify the Administrative Agent in writing no later than twenty (20) days after receipt by the Lender of such request. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute an agreement (a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit B, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that does not notify the Administrative Agent within such period that it will increase its Commitment shall be deemed to have rejected such offer to increase its Commitment. No Lender shall have any obligation whatsoever to agree to increase its Commitment. Any agreement to increase a Lender’s pro rata share of the increased Commitment shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (b) If any portion of the increased Commitments is not an existing Lender) shall be subject to subscribed for by such Lenders, the prior written approval Borrower may, in its sole discretion, but with the consent of the Administrative Agent and the Issuing Bank as to any Person that is not at such time a Lender (which approvals consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (c) below by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders, to the additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments shall execute and deliver to the Administrative Agent a New Lender Agreement (a “New Lender Agreement”), in substantially the form attached hereto as Exhibit C, setting forth its Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the Borrowers signature pages hereof shall be deemed to be amended to add the name of such New Lender and each Augmenting the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall execute be an amount not less than $5,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such documentation corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably specify request with respect thereto, in each case in form and substance reasonably satisfactory to evidence the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such Augmenting agreements by appropriate entries in the Register. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.20(c) or any Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may is increased pursuant to Section 2.20(a), additional Revolving Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount that of Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan, on the date of such increase, and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is less than an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the increase requested by El Paso if El Paso is unable respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to arrange forprepay any thereof in accordance with the applicable provisions of this Agreement), or chooses not and interest on and repayments of such Eurodollar Loans will be paid thereon to arrange for, Augmenting Lendersthe respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Commitments. (a) El Paso mayThe Company may on one or more occasions, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request executed by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 Company and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting Increasing Lender”), which may include any Lender, cause new Commitments to extend Commitments be extended by the Increasing Lenders or increase their cause the existing Commitments of the Increasing Lenders to be increased, as the case may be (any such extension or increase, a “Commitment Increase”), in an amount for each Increasing Lender set forth in such notice; provided that (i) the aggregate amount equal of all Commitment Increases effected pursuant to the unsubscribed amount; providedthis paragraph shall not exceed $250,000,000, however(ii) each Increasing Lender, that each Augmenting if not already a Lender (that is not an existing Lender) hereunder, shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not to be unreasonably withheld or delayed), (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and the Borrowers and each Augmenting Lender shall execute all such documentation as delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Company and (iv) no Lender shall reasonably specify be required to evidence participate in any Commitment Increase. New Commitments and increases in Commitments shall, subject to the terms and conditions of this Section, become effective on the date specified in the applicable notice delivered pursuant to this paragraph. Upon the effectiveness of any accession agreement to which any Increasing Lender is a party, such Augmenting Lender’s Commitment and/or its status as Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all the obligations, of a Lender hereunder. Any such increase may For the avoidance of doubt, upon the effectiveness of any Commitment Increase, the Applicable Percentages of all the Lenders shall automatically be made in an amount that is less than the increase requested by El Paso if El Paso is unable adjusted to arrange for, or chooses not to arrange for, Augmenting Lendersgive effect thereto.

Increase of Commitments. (a) El Paso mayProvided no Default or Event of Default has occurred and is continuing, by written upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower may from time to time, request that an increase in the Total Commitment be increased by Aggregate Commitments to an aggregate amount not of up to exceed $300,000,000. At the Incremental Facility Amount at time of sending such time. Upon the receipt of such request by the Administrative Agentnotice, the Administrative Agent Borrower (in consultation with the Agent) shall deliver a copy thereof specify the time period within which each Lender is requested to each Lender. Such notice shall set forth the amount of the requested increase respond (which shall in no event be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after Business Days from the date of delivery of such notice and which, in any event, must be on or prior to the Maturity DateLenders), and . Each Lender shall offer each Lender notify the opportunity Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Commitment Percentage of the proposed increased amountsuch requested increase. Each Any Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative The Agent shall have delivered notify the Borrower and each Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of a notice requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in Proper Form. (b) If the second sentence of Aggregate Commitments are increased in accordance with this paragraphSection, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank Borrower shall determine the effective date (which approvals the "Increase Effective Date") and the final allocation of such increase. The Agent shall not be unreasonably withheld promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or delayed)consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the Borrowers representations and each Augmenting Lender warranties contained in Section 6 hereof and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.9, the representations and warranties contained in Section 6.2 shall execute all such documentation as be deemed to refer to the Administrative Agent most recent statements furnished pursuant to subsections (a) and (b) of Section 7.2, and (B) no Default or Event of Default exists. The Borrower shall reasonably specify prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to evidence such Augmenting Lender’s Section 3.3(c)(iv)) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Commitment and/or its status as a Lender hereunder. Any such Percentages arising from any nonratable increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable Commitments under this Section. (c) This Section shall supersede any provisions in Sections 4.5, 11.5 or 11.6 to arrange for, or chooses not to arrange for, Augmenting Lendersthe contrary.

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), request that the Total Commitment Commitments be increased by an aggregate amount that is not to exceed less than $50,000,000 and an integral multiple of $10,000,000 and that will not result in the Incremental Facility Amount at Commitments exceeding $400,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth (i) the requested amount of the requested increase in the Commitments and (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amountii) and the date on which such increase is requested to become effective (which shall be not less fewer than 10 days forty-five (45) nor more than 60 sixty (60) days after the date of such notice and which, in any event, must be on or prior to the Maturity Datenotice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage ratable share, based on the pro rata amounts of the proposed increased amountCommitments as of the date of the requested increase. Each Lender shall, by notice to El Paso the Borrower and the Administrative Agent given not more than 10 days fifteen (15) Business Days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days fifteen (15) Business Days shall be deemed to have declined to increase its Commitment). . (b) In the event that, on the 10th day 15th Business Day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second sentence of this paragraphparagraph (a) above, the Increasing Lenders shall have agreed pursuant to the preceding sentence paragraph (a) above to increase their Commitments by an aggregate amount less than the increase in the Commitments requested by El Pasothe Borrower, El Paso may the Borrower shall offer to the Lenders who have agreed to the ratable increase (the "Increasing Lenders"), the right to increase their Commitments by such unsubscribed amount. Each such Increasing Lender shall, by notice to the Borrower and the Administrative Agent given not more than ten (10) Business Days after such request, advise the Borrower whether it has elected to an additional increase of all or any portion of such unsubscribed amount (and any Increasing Lender that does not deliver such a notice within such period of ten (10) Business Days shall be deemed to have declined to further increase its Commitment). In the event that more than one Increasing Lender elects to further increase its Commitment, the Borrower and the Managing Agents shall allocate such additional amount so as to preserve, to the extent possible, the relative pro rata shares of the Increasing Lenders prior to such request. If the Increasing Lenders do not subscribe for the total unsubscribed amount, the Borrower shall have the right to arrange for one or more banks or other entities (any such bank or other entity being called an “"Augmenting Lender”), which may include any Lender, ") to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals approval shall not be unreasonably withheld withheld). (c) If (and only if) Lenders (including Augmenting Lenders) shall have agreed to increase their Commitments or delayedto extend new Commitments in an aggregate amount not less than $50,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by the Borrower pursuant to paragraph (a), ; provided that the Borrower and the Borrowers and each any Augmenting Lender shall execute all deliver such Notes, opinions, certificates and other documentation as may be requested by the Administrative Agent as of such date. The Administrative Agent shall reasonably specify enter any modifications made to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made the Commitments in an amount that is less than the increase requested by El Paso if El Paso is unable Register maintained pursuant to arrange for, or chooses not to arrange for, Augmenting LendersSection 8.5(c).

Increase of Commitments. (a) El Paso may, by written Upon notice to the Administrative AgentAgent (who shall promptly notify the Lenders), the Borrower may, from time to time prior to the day which is the second anniversary of the Closing Date, request that an increase in the Total Commitment be increased by combined Commitments up to an aggregate amount not of $250,000,000; provided that in the event the Borrower has reduced the Commitments pursuant to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative AgentSection 2.5, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of any increase in the requested increase Commitments pursuant to this Section 2.6 shall not exceed $50,000,000. At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase each Lender is requested to become effective (which respond to such request. Each Lender shall be not less than 10 days nor more than 60 days after the date of respond within such notice and which, in any event, must be on or prior time period to the Maturity Date), and shall offer each Lender the opportunity Agent by whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to or less than its Applicable Commitment Percentage of the proposed increased amountsuch requested increase. Each Any Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative The Agent shall have delivered notify the Borrower and each Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of a notice pursuant to the second sentence of this paragraphrequested increase, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso Borrower may arrange for also (i) request that one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”Lenders, in their sole and absolute discretion, nonratably increase their Commitment(s), which may include (ii) and/or invite additional Eligible Assignees to become Lenders under the terms of this Agreement. (b) If any LenderCommitments are increased in accordance with this Section, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank Borrower shall determine the effective date of such increase (which approvals the "Increase Effective Date"). The Agent and the Borrower shall not be unreasonably withheld promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a responsible officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or delayed)consenting to such increase, (ii) including a Compliance Certificate demonstrating pro forma compliance with Section 11.1 after giving effect to such increase, and (iii) certifying that before and after giving effect to such increase, the Borrowers representations and warranties contained in Article 8 are true and correct on and as of the Increase Effective Date and no Default exists. The Borrower shall deliver new or amended Notes reflecting the new or increased Commitment of each Augmenting new or affected Lender as of the Increase Effective Date. The Borrower shall execute all prepay any Libor Balances outstanding on the Increase Effective Date (and pay any costs incurred in connection with such documentation as prepayment pursuant to Section 5.5) to the Administrative Agent extent necessary to keep outstanding Balances ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section. (c) This section shall reasonably specify supercede any provisions in Section 14.11 to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenderscontrary.

Increase of Commitments. (i) At any time prior to the Conversion Date, the Company may request that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) El Paso maythe Aggregate Commitment shall at no time exceed $300,000,000 minus the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to Section 2.6.3; and (b) each such request shall be in a minimum amount of at least $25,000,000 and increments of $5,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a "COMMITMENT INCREASE NOTICE") shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by written which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount Agent being herein a "LENDER INCREASE NOTICE"). Any Lender which does not submit a Lender Increase Notice to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage expiration of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount such fifteen (each Lender so agreeing being an “Increasing Lender”15) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such Business Day period of 10 days shall be deemed to have declined to denied any increase in its Commitment). In the event that, on that the 10th day after increases of Commitments set forth in the Administrative Agent shall have delivered a notice pursuant to Lender Increase Notices exceed the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Pasothe Company in the Commitment Increase Notice, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank Arranger shall have the right, in consultation with the Company, to allocate the amount of increases necessary to meet the Company's Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Company, not later than three (which approvals shall not be unreasonably withheld or delayed), and 3) Business Days prior to the Borrowers and each Augmenting Lender shall execute all such documentation as proposed effective date the Company may notify the Administrative Agent of any financial institution that shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.have agreed

Increase of Commitments. (a) El Paso The Borrowers may, by at any time but in any event not more than one time during any period of six consecutive calendar months, make a written notice request (an “Increase Request”) to the Administrative Agent, request Agent (who shall forward a copy to each Lender) that the Total Commitment Commitments of the Lenders be increased by an aggregate amount, together with the aggregate amount by which the Commitments of the Lenders were previously increased pursuant to this Section 2.17, not to exceed $100,000,000 in excess of the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the aggregate amount of the requested increase Commitments as of the date of this Agreement. Such Increase Request shall include a certification by a senior officer of each Borrower that no Default or Event of Default has occurred and is continuing and all representations and warranties contained herein are true and correct in all material respects on and as of the date of the Increase Request (it being understood and agreed that any representation or warranty which expressly refers by its terms to specified date shall be required to be true and correct in minimum increments all material respects only as of $1,000,000 and such date). Any such increase in Commitments shall be effective as of a minimum amount of $10,000,000 or equal date (the “Increase Date”) specified in the related Increase Notice that is (i) prior to the remaining Incremental Facility AmountCommitment Termination Date and (ii) and the date on which such increase is requested to become effective (which shall be not less than at least 10 days nor more than 60 days after the date of such notice and whichIncrease Notice. Each Increase Notice shall specify the date by which Lenders who wish to increase their Commitment must consent to such increase (the “Commitment Date”), in any eventwhich date shall be no later than five Business Days prior to the related Increase Date. Each Lender that is willing to increase its Commitment (each an “Increasing Lender”), must be shall notify the Administrative Agent on or prior to the Maturity Date)Commitment Date of the amount by which it is willing to increase its Commitment, and which amount shall offer each not exceed the respective amount specified in the relevant Increase Notice. No Lender the opportunity shall be obligated to increase its Commitment by its Applicable Percentage pursuant to this Section 2.17 and any such increase shall be in the sole discretion of each Lender. If the proposed increased amount. Each Lender shall, by notice to El Paso and Lenders notify the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree that they are willing to increase its Commitment by all or a portion the amount of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their respective Commitments by an aggregate amount less than that exceeds the amount of the requested increase, the requested increase requested shall be allocated among the Lenders willing to participate therein ratably in accordance with the amount by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, they offered to extend Commitments or increase their existing respective Commitments in an aggregate amount equal to on the unsubscribed amount; providedCommitment Date. (b) Promptly following each Commitment Date, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify notify the Borrowers as to evidence the amount, if any, by which the Lenders are willing to participate in the requested increase. If the aggregate amount by which the Lenders are willing to increase their Commitments on any such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that Date is less than the requested amount, then any one or more Eligible Transferees designated by the Borrowers that agree to provide Commitments for the shortfall may become party to this Agreement by executing and delivering, together with the Borrowers, an accession agreement pursuant to which such Eligible Transferee shall become a party to this Agreement and, to the extent provided therein, shall have the rights and obligations of a Lender hereunder. (c) On each Increase Date, each Eligible Transferee that accepts an offer to participate in a requested Commitment increase requested in accordance with Section 2.17(b) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender shall be increased as of such Increase Date by El Paso if El Paso is unable the amount set forth in its notice delivered to arrange for, the Administrative Agent in accordance with Section 2.17(a) (or chooses not by the amount allocated to arrange for, Augmenting Lenderssuch Lender pursuant to the last sentence of Section 2.17(a)).

Increase of Commitments. (a) El Paso mayIf no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing and all of the conditions described in Section 4.02(a) and (d) are satisfied, the Company may at any time and from time to time request an increase of the aggregate Commitments by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Agent in writing of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested such proposed increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its a “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting LenderIncrease Notice”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that (i) each Augmenting such increase shall be at least $10,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.19 shall not exceed $100,000,000, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Commitments shall not exceed $300,000,000. Following any Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Administrative Agent, the Issuing Lender and the Swingline Lender as to any Person that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank at such time a Lender (which approvals consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable, by notice to the Administrative Agent. Promptly and in any event within ten (10) Business Days after receipt of notice from the Company of its desire to offer such unsubscribed commitments to certain existing Lenders, to the additional banks or financial institutions identified therein or such existing Lenders, additional banks or financial institutions identified by the Administrative Agent and approved by the Company, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments shall notify the Administrative Agent of its agreement to participate in the increased Commitments within ten (10) Business Days of the date the Administrative Agent’s notice described in paragraph (a) above is sent and shall execute and deliver to the Administrative Agent a New Lender Agreement setting forth its Commitment, and, upon the effectiveness of such New Lender Agreement, such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the Borrowers signature pages hereof shall be deemed to be amended to add the name of such New Lender and each Augmenting the definition of Commitment in Section 1.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $5,000,000 (or any remaining portion of the increased Commitments not subscribed to by the Lenders). (c) Any Lender that accepts an offer to it by the Company to increase its Commitment pursuant to this Section 2.19 shall, in each case, execute all and deliver to the Administrative Agent a Commitment Increase Agreement setting forth its Commitment, and, upon the effectiveness of such documentation Commitment Increase Agreement, such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 hereof shall be deemed to be amended to reflect such increase. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Administrative Agent shall reasonably specify request with respect thereto, in each case in form and substance reasonably satisfactory to evidence such Augmenting the Administrative Agent. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.19(b) or any Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may is increased pursuant to Section 2.19(c), additional Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount that of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is less than an unpaid principal amount of Eurodollar Loans or ABR Loans, such Eurodollar Loans or ABR Loans shall remain outstanding with the increase requested by El Paso if El Paso is unable respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to arrange forprepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans or chooses not ABR Loans will be paid thereon to arrange for, Augmenting Lendersthe respective Lenders holding such Eurodollar Loans or ABR Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Commitments. (a) El Paso mayAt any time, provided that no Event of Default shall have occurred and be continuing, the Company may request from time to time one or more increases of the Aggregate Commitment by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Agent in writing of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested each such proposed increase (which shall be in minimum increments of $1,000,000 and each such notice, a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which "Commitment Increase Notice"). Any such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, Commitment Increase Notice must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase subscribe for its Commitment by its Applicable Percentage pro rata share of the proposed increased amount. Each Lender shallrequested increase in the Aggregate Commitment, by notice to El Paso and the Administrative Agent given not more than shall promptly provide to each Lender a copy of any Commitment Increase Notice received by the Agent. Within 10 days after receipt by the date Agent of the Administrative applicable Commitment Increase Notice, each Lender wishing to subscribe for its pro rata share of the requested increase in the Aggregate Commitment must deliver written notice of such fact to the Agent’s notice, either agree to increase its Commitment by all or a . If any portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to requested increase its in the Aggregate Commitment (and any Lender that does is not deliver such a notice subscribed for by the Lenders within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th 10-day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphperiod, the Increasing Lenders shall have agreed pursuant Company may, in its sole discretion, but with the consent of the Agent as to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (Person that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank at such time a Lender (which approvals consent shall not be unreasonably withheld or delayeddelayed so long as such Person is an Eligible Assignee), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the requested increase in the Aggregate Commitment pursuant to Section 2.16 (b) or (c) below, as applicable; (b) Any additional bank or financial institution that the Company selects to offer a participation in the unsubscribed portion of the increased Aggregate Commitment, and that elects to become a party to this Agreement and obtain a Commitment, shall execute an agreement (a "New Lender Agreement"), in Proper Form, with the Company and the Agent, whereupon such bank or financial institution (a "New Lender") shall become a Lender for all purposes hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to add the name of such New Lender and Schedule 2.1(a) attached hereto shall be deemed amended to add the name and Commitment of such New Lender, provided that the Commitment of any such New Lender shall be in an amount not less than $5,000,000; (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 2.16 shall, in each case, execute a commitment increase agreement (a "Commitment Increase Agreement"), in Proper Form, with the Company and the Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.1(a) attached hereto shall be deemed to be amended to reflect such increase in the Commitment of such Lender; (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company, if any, as the Agent shall reasonably request with respect thereto, in each case in Proper Form; (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.16(b) or if any Lender's Commitment is increased pursuant to Section 2.16(c), additional Loans and additional liability for the Letter of Credit Exposure Amount made or incurred on or after the effectiveness thereof (the "Re-Allocation Date") shall be made pro rata based on each Lender's (including each New Lender's) respective Commitment Percentage in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender making an aggregate principal amount of Loans and incurring liability for the Letter of Credit Exposure Amount in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitment Percentages), and continuations of LIBOR Rate Borrowings outstanding on such Re-Allocation Date shall be effected by repayment of such LIBOR Rate Borrowings on the Borrowers last day of the LIBOR Interest Period applicable thereto and each Augmenting the extension of new LIBOR Rate Borrowings pro rata based on the Lenders' respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Borrowings outstanding, the Company shall make prepayments thereof and borrow new Alternate Base Rate Borrowings so that, after giving effect thereto, the Alternate Base Rate Borrowings outstanding are held pro rata based on the Lenders' respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are LIBOR Rate Borrowings outstanding, such LIBOR Rate Borrowings shall remain outstanding with the respective holders thereof until the expiration of their respective LIBOR Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such LIBOR Rate Borrowings will be paid thereon to the respective Lenders holding such LIBOR Rate Borrowings pro rata based on the respective principal amounts thereof outstanding; (f) Notwithstanding anything to the contrary in this Section 2.16, (i) no Lender shall execute all such documentation as have any obligation to increase its Commitment under this Section 2.16 unless it agrees in writing to do so in its sole discretion, (ii) no Lender shall have any right to decrease the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s amount of its Commitment and/or its status as a result of any requested increase of the Aggregate Commitment pursuant to this Section 2.16, (iii) neither the Agent nor any Lender hereunder. Any such shall have any obligation to find or locate any New Lender to participate in any unsubscribed portion of any increase may in the Aggregate Commitment requested by the Company, (iv) each increase in the Aggregate Commitment requested by the Company shall not be made in an amount that is less than $10,000,000, (v) after giving effect to any increase in the Aggregate Commitment pursuant to this Section 2.16, the Aggregate Commitment shall not exceed $350,000,000, and (vi) in the event of any reduction in the Aggregate Commitment pursuant to Section 2.2 or any other provision of this Agreement, the ability of the Company to request increases in the Aggregate Commitment pursuant to this Section 2.16 shall automatically terminate; and (g) The Company shall execute and deliver to the Agent (for delivery by the Agent to each applicable Lender) a new Note payable to each applicable Lender (including each New Lender) participating in any increase requested by El Paso if El Paso is unable of the Aggregate Commitment in the original principal amount of such Lender's Commitment after giving effect to arrange for, or chooses not to arrange for, Augmenting Lendersany increase of the Aggregate Commitment.

Increase of Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders) the Borrowers may from time to time request an increase in the aggregate amount (a) El Paso mayof the Revolving Commitments by an aggregate amount of up to $50,000,000 in minimum increments of $10,000,000, and (b) of the Term Commitments by written an aggregate amount of up to $100,000,000 in minimum increments of $10,000,000; provided that (i) no Default shall have occurred and be continuing, (ii) the aggregate amount of the Commitments shall not have been reduced, nor shall the Borrowers have given notice of any such reduction under Section 2.9, (iii) the aggregate amount of the Commitments shall not previously have been increased pursuant to this Section 2.23 more than three (3) times, and (iv) the aggregate amount of the increase of the Commitments pursuant to this Section 2.23 shall not exceed $100,000,000. No Lender shall have any obligation to increase its Commitment. A Lender’s decision whether to increase its Commitment under this Section 2.23 if it is requested to do so shall be made in such Lender’s sole and absolute discretion and any failure to respond to a request shall be deemed a decision by such Lender that it will not increase its Commitment. If one or more of the Lenders is not increasing its Commitment, then, with notice to the Administrative AgentAgent and the other Lenders, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request another one or more financial institutions, each as approved by the Administrative Agent, Borrowers and the Administrative Agent shall deliver (a copy thereof “New Lender”), may commit to each Lender. Such notice shall set forth provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (which the “Increase Amount”); provided, that the Commitment of each New Lender shall be in minimum increments at least $5,000,000. Upon receipt of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and from the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphLenders and the Borrowers that the Lenders, the Increasing or sufficient lenders and New Lenders shall have agreed pursuant to the preceding sentence commit to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedIncrease Amount (or such lesser amount as the Borrowers shall agree, however, that each Augmenting Lender (that is not an existing Lender) which shall be subject at least $10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the prior written approval of requested increase, the Borrowers, the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)Agent, and the Borrowers Lenders willing to increase their respective Commitments and each Augmenting Lender the New Lenders (if any) shall execute and deliver an “Increase Commitment Supplement” (herein so called) in the form attached hereto as Exhibit “K” hereto. If all such documentation as existing Lenders shall not have provided their pro rata portion of the Administrative Agent requested increase, on the effective date of the Increase Commitment Supplement the Borrowers shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as request a Lender hereunder. Any such increase may borrowing hereunder which shall be made in only by the Lenders who have increased their Commitment and, if applicable, the New Lenders. The proceeds of such borrowing shall be utilized by the Borrowers to repay the Lenders who did not agree to increase their Commitments, such borrowing and repayment to be an amount amounts sufficient so that is less than after giving effect thereto, the increase requested Loans shall be held by El Paso if El Paso is unable the Lenders pro rata according to arrange for, or chooses not to arrange for, Augmenting Lenderstheir Commitments.

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), request that the Total Commitment Commitments be increased by an aggregate amount that is not to exceed less than $50,000,000 and an integral multiple of $10,000,000 and that will not result in the Incremental Facility Amount at Commitments exceeding $600,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth (i) the requested amount of the requested increase in the Commitments and (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amountii) and the date on which such increase is requested to become effective (which shall be not less fewer than 10 days forty-five (45) nor more than 60 sixty (60) days after the date of such notice and which, in any event, must be on or prior to the Maturity Datenotice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage ratable share, based on the pro rata amounts of the proposed increased amountCommitments as of the date of the requested increase. Each Lender shall, by notice to El Paso the Borrower and the Administrative Agent given not more than 10 days fifteen (15) Business Days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days fifteen (15) Business Days shall be deemed to have declined to increase its Commitment). . (b) In the event that, on the 10th day 15th Business Day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second sentence of this paragraphparagraph (a) above, the Increasing Lenders shall have agreed pursuant to the preceding sentence paragraph (a) above to increase their Commitments by an aggregate amount less than the increase in the Commitments requested by El Pasothe Borrower, El Paso may the Borrower shall offer to the Lenders who have agreed to the ratable increase (the "Increasing Lenders"), the right to increase their Commitments by such unsubscribed amount. Each such Increasing Lender shall, by notice to the Borrower and the Administrative Agent given not more than ten (10) Business Days after such request, advise the Borrower whether it has elected to an additional increase of all or any portion of such unsubscribed amount (and any Increasing Lender that does not deliver such a notice within such period of ten (10) Business Days shall be deemed to have declined to further increase its Commitment). In the event that more than one Increasing Lender elects to further increase its Commitment, the Borrower and the Managing Agents shall allocate such additional amount so as to preserve, to the extent possible, the relative pro rata shares of the Increasing Lenders prior to such request. If the Increasing Lenders do not subscribe for the total unsubscribed amount, the Borrower shall have the right to arrange for one or more banks or other entities (any such bank or other entity being called an “"Augmenting Lender”), which may include any Lender, ") to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals approval shall not be unreasonably withheld withheld). (c) If (and only if) Lenders (including Augmenting Lenders) shall have agreed to increase their Commitments or delayedto extend new Commitments in an aggregate amount not less than $50,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by the Borrower pursuant to paragraph (a), ; provided that the Borrower and the Borrowers and each any Augmenting Lender shall execute all deliver such Notes, opinions, certificates and other documentation as may be requested by the Administrative Agent as of such date. The Administrative Agent shall reasonably specify enter any modifications made to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made the Commitments in an amount that is less than the increase requested by El Paso if El Paso is unable Register maintained pursuant to arrange for, or chooses not to arrange for, Augmenting LendersSection 8.5(c).

Increase of Commitments. WEST\275206959.13 (ai) El Paso mayIf no Default or Event of Default shall have occurred and be continuing, by upon written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver (each such notice, a copy thereof “Commitment Increase Notice”), Borrower may from time to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or time prior to the Maturity Date, request an increase of the Aggregate Commitments (but not the L/C Sublimit) by an amount (for all such requests) not exceeding One Hundred Million Dollars ($100,000,000) in the aggregate; provided that, (i) any such request for an increase shall be in a minimum amount of Twenty Five Million Dollars ($25,000,000); (ii) Borrower may make a maximum of two (2) such requests; and (iii) after giving effect to all such requests, the Aggregate Commitments shall not exceed Five Hundred Million Dollars ($500,000,000). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Aggregate Commitments. Administrative Agent shall promptly, and shall offer in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender the opportunity of such request. Each Lender desiring to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the shall notify Administrative Agent given not more in writing no later than 10 days ten (10) Business Days after the date receipt of the notice from Administrative Agent’s notice. Any Lender that does not notify Administrative Agent within the time period specified above that it will, either agree in its sole discretion, increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the offered amount increased Aggregate Commitments, by notifying Administrative Agent in writing. Promptly and in any event within five (each 5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender so agreeing being identified therein, Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Aggregate Commitments. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Administrative Agent and Borrower a New Lender Addendum, an “Increasing Lender”) or decline Administrative Questionnaire and such other documents, instruments and agreements as Administrative Agent may reasonably request, and upon the receipt thereof and the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to increase its Commitment (the same extent as if originally a party hereto and any Lender that does not deliver such a notice within such period shall be bound by and entitled to the benefits of 10 days this Agreement, and the signature pages hereof shall be deemed to have declined be amended to increase its Commitment)add the name of such New Lender. In WEST\275206959.13 (iv) If the event thatAggregate Commitments are increased in accordance with this Section, on Administrative Agent and Borrower shall determine the 10th day after effective date (the “Increase Effective Date”) and the final allocation of such increase. Administrative Agent shall have delivered promptly notify Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. (v) As a notice condition precedent to such increase, Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except that (x) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation and warranty shall be required to be true and correct in all respects, (y) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (z) for purposes of this Section 2.06, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01, and (B) no Default exists. Borrower shall prepay any Loans outstanding on the second sentence Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (vi) On each Increase Effective Date, subject to the satisfaction of the terms and conditions set forth in this paragraphSection, (A) each of the Increasing existing Lenders shall have agreed pursuant assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans will be held by existing Lenders and New Lenders ratably in accordance with their Commitments after giving effect to the preceding sentence addition of such new Commitments to increase their the total Aggregate Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to such assigned portion thereof. Upon any increase in the unsubscribed amount; providedCommitment pursuant to this Section 2.06, however, that Schedule 2.01 shall be deemed amended to reflect such new WEST\275206959.13 Commitment and the Applicable Percentage of each Augmenting Lender (that is not an existing including any New Lender), as thereby increased or decreased, as appropriate. (vii) This Section shall be subject supersede any provisions in Section 2.13 or 11.01 to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenderscontrary.

Increase of Commitments. (a) El Paso So long as no Event of Default has occurred and is continuing, the Borrower may from time to time, upon written notice to the Agent (who shall promptly provide a copy of such notice to each Bank or Additional Bank (as defined below)), propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $2,500,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Bank and Additional Bank may, not more than 10 Business Days following receipt of such notice, elect by written notice to the Administrative Agent, request that Borrower and the Total Commitment be increased by an aggregate amount not Agent to exceed participate in the Incremental Facility Amount at such time. Upon the receipt requested increase of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth Commitments and the amount of the requested increase such participation. No Bank (which or any successor thereto) shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in have any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity obligation to increase its Commitment by or its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso other obligations under this Agreement and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s noticeother Loan Documents, either agree and any decision by a Bank to increase its Commitment by all or shall be made in its sole discretion independently from any other Bank. Any Bank that does not respond to a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline request to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days hereunder shall be deemed to have declined to such request. (b) The Borrower may designate any Bank or other financial institution which at the time agrees to, in the case of any such Person that is an existing Bank, increase its Commitment). In Commitment and in the event thatcase of any other such Person (each such Person, on the 10th day after the Administrative Agent and each Person that shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by accept an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called assignment as provided in Section 2.3 is an “Augmenting LenderAdditional Bank”), which may include any Lender, become a party to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountthis Agreement; provided, however, that any new bank or financial institution must meet the criteria for an Eligible Assignee, must have a Commitment of not less than $25,000,000 and must in all other respects be acceptable to the Agent, which acceptance will not be unreasonably withheld, conditioned or delayed. The sum of the increases in the Commitments of the existing Banks pursuant to this paragraph (b) plus the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount. (c) An increase in the aggregate amount of the Aggregate Commitment Amount pursuant to this Section 2.2 shall become effective upon the receipt by the Agent of an agreement in form and substance reasonably satisfactory to the Agent signed by the Borrower, by each Augmenting Lender Additional Bank and by each other Bank whose Aggregate Commitment Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and such opinions of counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as the Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall automatically be increased by the amount of the Commitments added through such agreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.2 that is not an existing Lenderpro rata among all Banks, within five (5) Business Days, in the case of any Advances bearing interest at the Floating Rate, and at the end of the then current Interest Period with respect thereto, in the case of any Term Benchmark Advances, the Borrower shall be prepay such Advances in their entirety and, to the extent the Borrower elect to do so and subject to the prior written approval of conditions specified in Section 6.2, the Administrative Agent and Borrower shall reborrow Advances from the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)Banks in proportion to their respective Commitments after giving effect to such increase, and until such time as all outstanding Advances are held by the Borrowers and each Augmenting Lender shall execute all Banks in such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersproportion.

Increase of Commitments. (a) El Paso may, by written Upon notice to the Administrative Agent, request that Agent (who shall promptly notify the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative AgentLenders), the Administrative Agent shall deliver a copy thereof Borrower may, from time to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or time prior to the Maturity Date), and request one or more increases in the Aggregate Commitments in an aggregate amount of up to $250,000,000; provided that the Aggregate Commitments shall offer not exceed $750,000,000; provided further that any increase in the Aggregate Commitments pursuant to this Section 2.6 shall not increase the Alternative Currency Sublimit. At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the opportunity Agent as to whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to or less than its Applicable Commitment Percentage of the proposed increased amountsuch requested increase. Each Any Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative The Agent shall have delivered notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a notice pursuant to the second sentence of this paragraphrequested increase, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso Borrower may arrange for also (i) request that one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”)Lenders, which may include any Lenderin their sole and absolute discretion, to extend Commitments or nonratably increase their existing Commitment(s) and/or (ii) invite additional Eligible Assignees to become Lenders under the terms of this Agreement. (b) If any Commitments are increased in an aggregate amount equal to accordance with this Section, the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank Borrower shall determine the effective date of such increase (which approvals the “Increase Effective Date”). The Agent and the Borrower shall not be unreasonably withheld promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or delayedconsenting to such increase, (ii) including a Compliance Certificate demonstrating pro forma compliance with Article 12 after giving effect to such increase and (iii) certifying that before and after giving effect to such increase, the representations and warranties contained in Article 9 are true and correct on and as of the Increase Effective Date and no Default exists. If requested by the applicable Lenders (through the Agent), the Borrower shall deliver new or amended Notes reflecting the new or increased Commitment of each new or affected Lender as of the Increase Effective Date. The Borrower shall prepay any Libor Loans outstanding on the Increase Effective Date (and the Borrowers and each Augmenting Lender shall execute all pay any costs incurred in connection with such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.prepayment pursuant to

Increase of Commitments. (a) El Paso The Company may, by written notice to Citibank (in which case Citibank shall promptly deliver a copy to each of the Administrative AgentLenders), request that the Total Commitment total Commitments be increased by an aggregate amount that will equal or exceed $20,000,000, but that will not to exceed result in the Incremental Facility Amount at total Commitments exceeding $500,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 20 days nor or more than 60 45 days after the date of such notice (or such shorter time as may be agreed upon by the Company and which, in any event, must be on or prior to the Maturity DateCitibank)), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso the Company and the Administrative Agent Citibank given not more than 10 20 days after the date of the Administrative Agent’s noticeCompany's notice (or such shorter time as may be agreed upon by the Company and Citibank), either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “"Increasing Lender”") or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 20 days (or such shorter time as may be agreed upon by the Company and Citibank) shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-increasing Lender"). In the event that, on the 10th 20th day (or such shorter time as may be agreed upon by the Company and Citibank) after the Administrative Agent Company shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by El Pasothe Company, El Paso Citibank or the Company may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution as referred to in this clause (a) being called an “"Augmenting Lender”"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Lender, if not already a Lender (that is not an existing Lender) hereunder, shall be subject to the prior written approval of the Administrative Agent Company and the Issuing Bank Citibank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers withheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent Citibank shall reasonably specify to evidence such Augmenting Lender’s its Commitment and/or and its status as a Lender hereunder. Any Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and Citibank shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company and (ii) to the extent requested from the Company, Citibank shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.1 as to the corporate power and authority of the Company to borrow hereunder after giving effect to such increase. (b) On the effective date (the "Increase Effective Date") of any increase may in the total Commitments pursuant to Section 2.6(a) (the "Commitment Increase"), (i) the aggregate principal amount of the Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender shall pay to Citibank in same day funds an amount equal to the difference between (A) the product of (1) such Increasing Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Increasing Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender shall pay to Citibank in same day funds an amount equal to the product of (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after Citibank receives the funds specified in clauses (ii) and (iii) above, Citibank shall pay to each Non-increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-increasing Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-increasing Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Company shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount that is less equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to Citibank in accordance with Section 2.3, (vi) each Non-increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Company shall pay each Increasing Lender and each Non-increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Company pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the increase last day of the Interest Period relating thereto. If requested by El Paso if El Paso is unable a Lender, the Company, at its own expense, shall execute and deliver to arrange forCitibank on behalf of each Increasing Lender and each Augmenting Lender a promissory note complying with the provisions of Section 2.10(e) hereof, in a principal amount equal to the Commitment of such Lender hereunder after giving effect to the Commitment Increase. Each Increasing Lender shall promptly surrender to Citibank any previous promissory note held by it, for return to the Company and shall indemnify the Company for any claims, losses, damages or chooses expenses (including reasonable fees and disbursements of counsel) arising out of its failure to surrender such promissory note, provided the Company does not (unless pursuant to arrange for, Augmenting Lendersa final judgment of a court of competent jurisdiction) make any payments in respect of such promissory note.

Increase of Commitments. (a) El Paso mayAt any time after the Closing Date, provided that no Default or Event of Default shall have occurred and be continuing, the Borrower may request from time to time one or more increases of the Commitments by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Agent in writing of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of each such proposed increase (each such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank other than a Defaulting Bank the opportunity to subscribe for its pro rata share of the requested increase (which in the Commitments, and the Agent shall be promptly provide to each Bank a copy of any Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank that is not a Defaulting Bank wishing to subscribe for its pro rata share of the requested increase in minimum increments the Commitments must deliver written notice of $1,000,000 and a minimum amount of $10,000,000 or equal such fact to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in Agent. If any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to requested increase its Commitment (and any Lender that does in the Commitments is not deliver such a notice subscribed for by the Banks within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th 10-day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphperiod, the Increasing Lenders shall have agreed pursuant Borrower may, in its sole discretion, but with the consent of the Agent as to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (Person that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing at such time a Bank that is not a Defaulting Bank (which approvals consent shall not be unreasonably withheld or delayeddelayed so long as such Person is an Eligible Assignee), offer to any existing Bank that is not a Defaulting Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the requested increase in the Commitments pursuant to Section 2.05(b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer a participation in the unsubscribed portion of the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment, shall execute an agreement (a “New Bank Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $5,000,000. (c) Any Bank that accepts an offer by the Borrower to increase its Commitment pursuant to this Section 2.05 shall, in each case, execute a commitment increase agreement (a “Commitment Increase Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such Bank shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to reflect such increase in the Commitment of such Bank. (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of in-house counsel to the Borrower, if any, as the Agent shall reasonably request with respect thereto. (e) If any bank or financial institution becomes a New Bank pursuant to Section 2.05(b) or if any Bank’s Commitment is increased pursuant to Section 2.05(c), additional Loans and additional liability for Facility Letters of Credit made or issued on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on each Bank’s (including each New Bank’s) respective Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Bank making an aggregate principal amount of Loans and incurring liability for the Facility Letters of Credit in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Loans on the Borrowers last day of the Rate Period applicable thereto and the extension of new Eurodollar Rate Loans pro rata based on the Banks’ respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Loans outstanding, the Borrower shall make prepayments thereof and borrow new Alternate Base Rate Loans so that, after giving effect thereto, the Alternate Base Rate Loans outstanding are held pro rata based on the Banks’ respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Eurodollar Rate Loans outstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Rate Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Loans will be paid thereon to the respective Banks holding such Eurodollar Rate Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 2.05, (i) no Bank shall have any obligation to increase its Commitment under this Section 2.05 unless it agrees in writing to do so in its sole discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Commitments pursuant to this Section 2.05, (iii) the Agent shall have no obligation to find or locate any New Bank to participate in any unsubscribed portion of any increase in the Commitments requested by the Borrower, (iv) each Augmenting Lender increase in the Commitments requested by the Borrower shall not be less than $10,000,000, (v) after giving effect to any increase in the Commitments pursuant to this Section 2.05, the sum of the Commitments shall not exceed $700,000,000, and (vi) in the event the Borrower reduces the Commitments pursuant to Section 4.07 or any other provision of this Agreement more than one time during the term of this Agreement, the ability of the Borrower to request increases in the Commitments pursuant to this Section 2.05 shall automatically terminate. (g) The Borrower shall execute all and deliver to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Bank) participating in any increase of the Commitments in the original principal amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting LenderBank’s Commitment and/or its status as a Lender hereunder. Any after giving effect to any such increase may be made in an amount that is less than of the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersCommitments.

Increase of Commitments. (a) El Paso may, by By written notice sent to the Administrative AgentAgent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request that an increase of the Total Commitment be increased aggregate amount of the Commitments: (i) by an aggregate amount equal to any integral multiple of $10,000,000 and (ii) by an aggregate amount not to exceed $50,000,000; provided that (A) no Event of Default shall have occurred and be continuing and (B) the Incremental Facility Amount at such timeaggregate amount of the Commitments shall not previously have been increased more than once pursuant to this Section 2.08(e). Upon the receipt of such request by notice to the Administrative AgentAgent of the Borrower's election to exercise its option to increase the Commitments under this Section 2.08(e), the Administrative Agent shall deliver endeavor to arrange, on a copy thereof best efforts basis, and syndicate the proposed increase in the Commitments to the Lenders or other financial institutions which are acceptable to the Administrative Agent and consented to by the Borrower (with the Borrower's consent not to be unreasonably withheld). The Borrower agrees to assist the Administrative Agent in whatever reasonable manner is necessary to successfully accomplish such syndication. Each Lender, in its sole and absolute discretion, shall determine whether it will increase its Commitment. If the Lenders increasing their respective Commitments are unable to increase the Commitments by the full amount of the request, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a "New Lender. Such notice shall set forth "), may commit to provide an amount equal to the aggregate amount of the requested increase that is not to be provided by the existing Lenders (which the "Increase Amount"); provided, that the Commitment of each New Lender shall be in minimum increments at least $10,000,000. Upon receipt of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and from the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphLenders and the Borrower that the Lenders, the Increasing or sufficient Lenders shall and New Lenders, have agreed pursuant to the preceding sentence commit to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedrequested increase (or such lesser amount as the Borrower shall agree, however, that each Augmenting Lender (that is not an existing Lender) which shall be subject at least $10,000,000 and an integral multiple of $10,000,000 in excess thereof), then: provided that no Event of Default exists at such time or after giving effect to the prior written approval of requested increase, the Borrower, the Administrative Agent and the Issuing Bank Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. If all existing Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the foregoing, on the effective date of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Loans (which approvals are not Swingline Loans) will be held by the Lenders, pro rata in accordance with the Applicable Percentage hereunder. Notwithstanding the provisions of Section 9.04, the advances so made by each Lender whose Applicable Percentage has increased shall be deemed to be a purchase of a corresponding amount of the Loans of the Lender or Lenders whose Applicable Percentage have decreased. The Commitments of the Lenders who do not agree to increase their Commitments cannot be unreasonably withheld reduced or delayedotherwise changed pursuant to this Section 2.08(e), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Increase of Commitments. (a) El Paso mayThe Company may on one or more occasions, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request executed by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 Company and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting Increasing Lender”), which may include any Lender, cause new Commitments to extend Commitments be extended by the Increasing Lenders or increase their cause the existing Commitments of the Increasing Lenders to be increased, as the case may be (any such extension or increase, a “Commitment Increase”), in an amount for each Increasing Lender set forth in such notice; provided that (i) the aggregate amount equal of all Commitment Increases effected pursuant to the unsubscribed amount; providedthis paragraph shall not exceed $500,000,000, however(ii) each Increasing Lender, that each Augmenting if not already a Lender (that is not an existing Lender) hereunder, shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not to be unreasonably withheld or delayed), (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and the Borrowers and each Augmenting Lender shall execute all such documentation as delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Company and (iv) no Lender shall reasonably specify be required to evidence participate in any Commitment Increase. New Commitments and increases in Commitments shall, subject to the terms and conditions of this Section, become effective on the date specified in the applicable notice delivered pursuant to this paragraph. Upon the effectiveness of any accession agreement to which any Increasing Lender is a party, such Augmenting Lender’s Commitment and/or its status as Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all the obligations, of a Lender hereunder. Any such increase may For the avoidance of doubt, upon the effectiveness of any Commitment Increase, the Applicable Percentages of all the Lenders shall automatically be made in an amount that is less than the increase requested by El Paso if El Paso is unable adjusted to arrange for, or chooses not to arrange for, Augmenting Lendersgive effect thereto.

Increase of Commitments. (a) El Paso may. (a) So long as no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing on the date of increase, the Borrower may at any time and from time to time, but in no event more than two (2) times in any fiscal year, request an increase of the aggregate Commitments by written notice under Section 2.20(a) or (b) to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Agent in writing of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested such proposed increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its a “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting LenderIncrease Notice”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that (i) each Augmenting Lender (that is not an existing Lender) such increase shall be subject at least $25,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.20 shall not exceed $200,000,000, (iii) the prior written Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Commitments shall not exceed $500,000,000 without the approval of the Required Lenders. If the Borrower elects to increase the aggregate Commitments by increasing the Commitment of a Lender, the Borrower, the Administrative Agent and such Lender shall execute an agreement (a “Commitment Increase Agreement”), in substantially the Issuing Bank (which approvals form attached hereto as Exhibit B, whereupon such Lender shall not be unreasonably withheld or delayed)bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the Borrowers definition of Commitment in Section 1.01 and each Augmenting Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. No Lender shall execute all such documentation as have any obligation whatsoever to agree to increase its Commitment. Each Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status at the same time as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting of all other increasing Lenders.

Increase of Commitments. (a) El Paso mayThe Borrower may at any time and from time to time, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy thereof to each Lender) executed by the Borrower and one or more financial institutions (“Increasing Lenders”), request which may include any Lender, cause new Commitments to be extended by the Increasing Lenders (or cause the Commitments of the Increasing Lenders that are already Lenders to be increased, as the Total Commitment case may be) in an amount for each Increasing Lender (which shall not be increased by an less than $5,000,000) set forth in such notice; provided, that (i) the new Commitments and increases in existing Commitments pursuant to this paragraph shall not be greater than $75,000,000 in the aggregate during the term of this Agreement and shall not be less than $15,000,000 (or any portion of such $75,000,000 aggregate amount remaining unused) for any such increase, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to exceed the Incremental Facility Amount at approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph (but not prior to, for any Increasing Lender that is not already a Lender, execution and delivery by such timeIncreasing Lender of an Accession Agreement). Upon the receipt effectiveness of any Accession Agreement to which any Increasing Lender is a party, such request Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges and subject to all obligations of a Lender hereunder. Upon the effectiveness of any New Commitments or increases in existing Commitments, Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of the Increasing Lenders. Notwithstanding the foregoing, no extension of or increase in Commitments pursuant to this paragraph shall become effective unless (A) to the extent requested by the Administrative Agent, the Administrative Agent shall deliver a copy thereof have received documents consistent with those delivered under Section 4.01(a)(iii), (iv), (v), (vi), (vii) and (viii), giving effect to each Lender. Such notice shall such increase, and (B) on the effective date of such increase, the conditions set forth in Sections 4.02(c) and 4.02(d) shall be satisfied (with all references in such Sections to a Credit Extension being deemed to be references to such extension of or increase in Commitments). On the effective date (the “Increase Effective Date”) of any extension of or increase in Commitments pursuant to this paragraph (a “Commitment Increase”), (1) the aggregate principal amount of the Revolving Borrowings outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (2) each Increasing Lender that shall have had a Commitment prior to the Commitment Increase shall Table of Contents pay to the Administrative Agent in same day funds an amount in Dollars equal to the difference between (I) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as hereinafter defined) and (II) the requested increase product of (which shall be in minimum increments of $1,000,000 and a minimum x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of $10,000,000 or each Initial Borrowing, (3) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount in Dollars equal to the remaining Incremental Facility Amountproduct of (I) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (II) the amount of each Subsequent Borrowing, (4) after it receives the funds specified in clauses (2) and (3) above, the date on which such increase is requested Administrative Agent shall pay to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity portion of such funds that is equal to increase its Commitment by its the difference between (I) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing and (II) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (5) after the effectiveness of the proposed increased amount. Each Lender shallCommitment Increase, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days Borrower shall be deemed to have declined made new Revolving Borrowings (the “Subsequent Borrowings”) in amounts equal to increase its Commitment). In the event that, on amounts of the 10th day after Initial Borrowings and of the Types and for the Interest Periods specified in a borrowing request delivered to the Administrative Agent in accordance with Section 2.02, (6) each Lender shall have delivered a notice be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (7) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments made pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities clause (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender1) above shall be subject to compensation by the prior written approval Borrower pursuant to Section 3.05 if the Increase Effective Date occurs other than on the last day of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersInterest Period of any Initial Borrowing relating thereto.

Increase of Commitments. Subject to the approval of the Agent (awhich shall not be unreasonably withheld or delayed), the Borrower shall have the right to request an increase in the aggregate amount of the Commitments (provided that there shall be no more than two such increases in the Commitments and the aggregate amount of such increases in the Commitments pursuant to this Section shall not exceed $200,000,000) El Paso may, by providing written notice to the Administrative Agent, request that which notice shall be irrevocable once given. Each such increase in the Total Commitment Commitments must be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) 20,000,000 and the date on which such increase is requested to become effective (which integral multiples of $1,000,000 in excess thereof. The Agent shall be not less than 10 days nor more than 60 days after the date promptly notify each Lender of such notice and which, in any event, must be on or prior to request. Each existing Lender shall have the Maturity Date), and shall offer each Lender the opportunity right to increase its Commitment by its Applicable an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the proposed increased amountAgent. Each Lender shall, by shall notify the Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days time period, then such Lender shall be deemed to have declined to increase its Commitment). No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event thata new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the 10th day date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after the Administrative Agent shall have delivered a notice pursuant giving effect to the second sentence increase of this paragraphCommitments) of any outstanding Revolving Loans, the Increasing Lenders shall have agreed pursuant by making available to the preceding sentence to increase their Commitments by Agent for the account of such other Lenders at the Principal Office, in same day funds, an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender sum of (that is not an existing Lendera) shall be subject to the prior written approval portion of the Administrative Agent and outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the Issuing Bank (aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.4(j) which approvals shall have not be unreasonably withheld or delayed)been repaid, and the Borrowers Borrower shall pay to such other Lenders interest accrued and each Augmenting unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances or transactions, in either event not prohibited hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent may reasonably request and (B) the Borrower shall reasonably specify make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment and a Competitive Advance Note within two (2) Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. The Borrower shall also execute and deliver to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an the other Lenders replacement Competitive Advance Notes increasing the principal face amount that is less than thereof to 50% of the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersnew Total Commitment.

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time, by written notice to the Administrative Agent, request that the Total Commitment aggregate Commitments be increased by an amount that will not result in the aggregate amount not Commitments under this Agreement to exceed the Incremental Facility Amount at $35,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the requested amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amounteffective. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent The Borrower shall have delivered a notice pursuant the right, but not the obligation, to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more commercial banks or other entities financial institutions (any such bank or other entity financial institution being called an “"Augmenting Lender”"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to up to, but not greater than, the unsubscribed amount; providedrequested increase, however, provided that each Augmenting Lender, if not already a Lender hereunder (that is not an existing Lenderi) shall be subject to the prior written approval extend a new Commitment of the Administrative Agent and the Issuing Bank not less than $5,000,000, (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender ii) shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunderhereunder and (iii) shall be consented to by the Administrative Agent. Any If (and only if) Lenders (including Augmenting Lenders) shall have agreed to increase their aggregate Commitments or to extend new Commitments in an aggregate amount not less than $5,000,000 in the aggregate, such increases and such new Commitments shall become effective on the date agreed to by the Borrower, the Augmenting Lenders and the Administrative Agent. Notwithstanding the foregoing, no increase may in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, on the date of such increase, the conditions set forth in Section 9.2 shall be satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower. Upon the effectiveness of any increase pursuant to this Section 2.1.2 of the aggregate Commitments and any resulting adjustment in the Funding Percentage, the Lenders and the Augmenting Lenders will purchase from each other and sell to each other outstanding Loans sufficient to cause the outstanding Loans of each Lender and Augmenting Lender to equal its Funding Percentage (as so adjusted) of the aggregate outstanding Loans. Such purchase and sale shall be made in pursuant to Section 12.2 except that no minimum amount shall be required, no processing fee shall be charged and, if any Lender shall suffer a loss or incur an expense as a result of the effectiveness of such purchase or sale being during an Interest Period, the Borrower shall reimburse such Lender the amount that is less than of such loss or expense. Each such Lender shall furnish the increase requested by El Paso if El Paso is unable Borrower with a certificate setting forth the basis for determining the amount to arrange for, or chooses not be paid to arrange for, Augmenting Lendersit hereunder.

Increase of Commitments. (a) El Paso mayIf no Default or Event of Default shall have occurred and be continuing, the Borrower may at any time from time to time prior to the Revolving Termination Date request one or more increases of the Revolving Commitments by written notice to the Administrative AgentAgent in writing of the amount of such proposed increase (each such notice, request that a “Commitment Increase Notice”); provided, however, that, the Total Commitment be increased by an aggregate amount of the Revolving Commitments as so increased shall not exceed $75,000,000. Any such Commitment Increase Notice delivered with respect to exceed any proposed increase in the Incremental Facility Amount at Revolving Commitments may offer one or more Revolving Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Revolving Commitments (prior to such timeincrease)) of the increased Revolving Commitments. Upon the The Administrative Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request by request. Each Lender desiring to increase its Revolving Commitment shall notify the Administrative Agent in writing no later than ten (10) Business Days after receipt of notice from the Administrative Agent. Any Lender that does not notify the Administrative Agent within the time period specified above that it will increase its Revolving Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Revolving Commitment shall be irrevocable. (b) If any proposed increase in the Revolving Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.18(a) preceding, the Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Revolving Commitments, by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount notify such proposed lenders of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by participate in all or a portion of such unsubscribed portion of the offered amount increased Revolving Commitments. (each Lender so agreeing being an “Increasing Lender”c) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such Any additional bank or other entity being called an “Augmenting Lender”), financial institution which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) Lender and which accepts the Borrower’s offer to participate in the increased Revolving Commitments shall be subject execute and deliver to the prior written approval of the Administrative Agent and the Issuing Bank Borrower a new lender assumption agreement (which approvals shall not be unreasonably withheld or delayedin form and substance satisfactory to the Administrative Agent and the Required Lenders) (a “New Lender Agreement”) setting forth its Revolving Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the Borrowers effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Revolving Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. Upon any increase in the Revolving Commitments pursuant to this Section 2.19, the Schedule 1.1A shall be deemed amended to reflect the Revolving Commitment of each Augmenting Lender shall execute all such documentation (including any New Lender) as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersthereby increased.

Increase of Commitments. (a) El Paso The Borrowers may, by at any time but in any event not more than two times during any calendar year, make a written notice request (an “Increase Request”) to the Administrative Agent, request Agent (who shall forward a copy to each Lender) that the Total Commitments of the Lenders be increased, in integral multiples of $15,000,000, by an aggregate amount, together with the aggregate amount by which the Commitments of the Lenders were previously increased pursuant to this Section 2.17, not to exceed $100,000,000 in excess of the aggregate amount of the Commitments as of the date of this Agreement. Such Increase Request shall include a certification by a senior officer of each Borrower that (i) on and as of the date of the Increase Request and after giving effect to the requested increase in Commitments, Ambac Financial’s long-term senior unsecured non-credit-enhanced debt ratings by ▇▇▇▇▇’▇ and S&P are better than or equal to Aa3 and AA-, respectively, and (ii) no Default has occurred and is continuing and all representations and warranties contained herein are true and correct in all material respects on and as of the date of the Increase Request (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date). Any such increase in Commitments shall be effective as of a date (the “Increase Date”) specified in the related Increase Notice that is (i) prior to the Commitment Termination Date and (ii) at least 10 days after the date of such Increase Notice. Each Increase Notice shall specify the date by which Lenders who wish to increase their Commitments must consent to such increase (the “Commitment Date”), which date shall be increased no later than five Business Days prior to the related Increase Date. Each Lender that is willing to increase its Commitment (each an “Increasing Lender”), shall notify the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment, which amount shall not exceed the respective amount specified in the relevant Increase Notice. No Lender shall be obligated to increase its Commitment pursuant to this Section 2.17 and any such increase shall be in the sole discretion of each Lender. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount not that exceeds the amount of the requested increase, the requested increase shall be allocated among the Lenders willing to exceed participate therein ratably in accordance with the Incremental Facility Amount at such time. Upon amount by which they offered to increase their respective Commitments on the receipt of such request by the Administrative AgentCommitment Date. (b) Promptly following each Commitment Date, the Administrative Agent shall deliver a copy thereof notify the Borrowers as to each Lender. Such notice shall set forth the amount of amount, if any, by which the Lenders are willing to participate in the requested increase. If the aggregate amount by which the Lenders are willing to increase (their Commitments on any such Commitment Date is less than the requested amount, then any one or more Eligible Transferees designated by the Borrowers that agree to provide Commitments for the shortfall may become party to this Agreement by executing and delivering, together with the Borrowers, an accession agreement pursuant to which such Eligible Transferee shall be become a party to this Agreement and, to the extent provided therein, shall have the rights and obligations of a Lender hereunder; provided that each such Eligible Transferee shall provide a Commitment in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal an integral multiple of $1,000,000 in excess thereof. (c) On each Increase Date, each Eligible Transferee that accepts an offer to the remaining Incremental Facility Amountparticipate in a requested Commitment increase in accordance with Section 2.17(b) shall become a Lender party to this Agreement as of such Increase Date and the date on which such increase is requested to become effective (which Commitment of each Increasing Lender shall be not less than 10 days nor more than 60 days after the date increased as of such Increase Date by the amount set forth in its notice and which, in any event, must be on or prior delivered to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after in accordance with Section 2.17(a) (or by the date of the Administrative Agent’s notice, either agree amount allocated to increase its Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second last sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”Section 2.17(a), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), request that the Total Commitment aggregate Commitments be increased by an aggregate amount that is not to exceed less than $5,000,000 and will not result in the Incremental Facility Amount at Commitments exceeding $175,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the requested amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) aggregate Commitments and the date on which such increase is requested to become effective (which shall be not less fewer than 10 days nor more than 60 days twenty Business Days after the date of such notice and which, in any event, must be on or prior to the Maturity Datenotice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable ratable share, based on its Commitment Percentage (determined on the date of such notice), of the proposed increased amountrequested increase in the aggregate amount of the Commitments. Each Lender shall, by notice to El Paso the Borrower and the Administrative Agent given not more than 10 days ten Business Days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days ten Business Days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day tenth Business Day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their respective Commitments by an aggregate amount less than the increase in the Commitments requested by El Pasothe Borrower, El Paso may the Borrower shall have the right to arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “"Augmenting Lender”"), which may include any Lender, to extend Commitments a Commitment or increase their existing Commitments Commitment in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Lender, if not already a Lender (that is not an existing Lender) hereunder, shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals approval shall not be unreasonably withheld or delayed), ) and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such If (and only if) Lenders (including Augmenting Lenders) shall have agreed to increase may be made their respective Commitments or to extend a new Commitment in an aggregate amount that is not less than $5,000,000, such increases and such new Commitment shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section. On the effective date of any increase requested in the Commitments pursuant this Section, the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans, as the case may be, as of the date of any increase in the relevant Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by El Paso the Company in accordance with the requirements of Section 2.3). The deemed payments made pursuant to the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 6.13 if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersthe deemed payment occurs other than on the last day of the related Interest Periods.

Increase of Commitments. The Borrower shall have the right to request increases in the aggregate amount of the Commitments from time to time (aprovided that after giving effect to any such increase the aggregate amount of the Commitments would not exceed $350,000,000) El Paso may, by providing written notice to the Administrative AgentAgent and the Arrangers, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and whichirrevocable once given. The Borrower, in any event, must be on or prior to requesting an increase in the Maturity Date), and shall Commitments pursuant to this Section must offer in writing each Lender the opportunity right to increase its Commitment by its Applicable an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such increase in the proposed increased amountCommitments. Each If a Lender shall, by notice to El Paso and does not accept the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree Borrower's offer to increase its Commitment by all or a portion as provided in the preceding sentence within 10 Business Days of the offered amount (each receipt of such offer, such offer shall be deemed rejected by such Lender. No Lender so agreeing being an “Increasing Lender”) or decline shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement shall be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition hereto) purchase from the other Lenders its Lender's Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender that does plus (B) the aggregate amount of payments previously made by such Lender under Section 2.9.(j) which have not deliver been repaid plus (C) interest accrued and unpaid to and as of such a notice within date on such period portion of 10 days the outstanding principal amount of such Loans. Upon any such assignment, the assigning Lender shall be deemed to have declined represent and warrant to such other Lender that such assigning Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to any Loan being assigned, the Loan Documents or any Loan Party. No increase its Commitment). In of the event that, Commitments may be effected under this Section if a Default or Event of Default shall be in existence on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence effective date of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersincrease.

Increase of Commitments. (a) El Paso mayAt any time after the Effective Date, provided that no Event of Default shall have occurred and be continuing, the Borrower may request an increase of the aggregate Commitments by written notice to the Administrative Agent, request that Agent in writing of the Total Commitment be increased by an aggregate amount not to exceed (the Incremental Facility Amount at such time. Upon the receipt "Offered Increase Amount") of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested proposed increase (which shall be in minimum increments of $1,000,000 and such notice, a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which "Commitment Increase Notice"). Any such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, Commitment Increase Notice must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase subscribe for its Commitment by its Applicable Percentage pro rata share of the proposed increased amountCommitments. Each Lender shallIf any portion of the increased Commitments is not subscribed for by the Lenders, by notice to El Paso and the Borrower may, in its sole discretion, but with the consent of the Administrative Agent given as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more than 10 days after additional banks or financial institutions the date of the Administrative Agent’s notice, either agree opportunity to increase its Commitment by participate in all or a portion of such unsubscribed portion of the offered amount increased Commitments pursuant to paragraph (each Lender so agreeing being an “Increasing Lender”b) or decline (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment, shall execute a New Lender Agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit E (a "NEW LENDER AGREEMENT"), whereupon such bank or financial institution (a "NEW LENDER") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages and Schedule III hereof shall be deemed to be amended to add the name and Commitment of such New Lender, provided 39 that the Commitment of any such New Lender shall be in an amount not less than Cdn.$5,000,000. (c) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a "COMMITMENT INCREASE AGREEMENT"), whereupon such Lender shall be bound by and any Lender that does not deliver such a notice within such period entitled to the benefits of 10 days this Agreement with respect to the full amount of its Commitment as so increased, and Schedule III hereof shall be deemed to have declined be amended to so increase its Commitment). In the event that, on the 10th day after Commitment of such Lender. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent shall have delivered a notice pursuant of such corporate resolutions of the Borrower and legal opinions of counsel to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation Borrower as the Administrative Agent shall reasonably specify request with respect thereto, in each case, in form and substance satisfactory to evidence the Administrative Agent. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.20(b) or any Lender's Commitment is increased pursuant to Section 2.20(c), additional Advances made on or after the effectiveness thereof (the "RE-ALLOCATION DATE") shall be made pro rata based on the Commitment Percentages in effect on and after such Augmenting Lender’s Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Advances in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Advances outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Advances pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Prime Rate Advances or Base Rate Advances, the existing Lenders shall be deemed to have made partial assignments thereof to the New Lenders and/or Lenders with such increased Commitments in such amounts that, after giving effect thereto, the Prime Rate Advances and Base Rate Advances outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Rate Advances, such Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Eurodollar Rate Advances pro rata based on the respective principal amounts thereof outstanding. In the event that on any such Re-Allocation Date there is an unpaid principal amount of B/A Advances, such B/A Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Contract Periods, and repayments of such B/A Advances will be paid thereon to the respective Lenders holding such B/As based on the respective face amounts thereof. (f) Notwithstanding anything to the contrary in this Section 2.20, (i) no increase pursuant to this Section 2.20 shall be effective without the consent of the Required 40 Lenders, (ii) no Lender shall have any obligation to increase its status as Commitment unless it agrees to do so in its sole discretion and (iii) the aggregate amount by which the Commitments hereunder are increased pursuant to this Section 2.20 shall not exceed Cdn.$141,426,000. (g) The Borrower shall execute and deliver a Note to each new bank or other financial institution becoming a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersrequests one.

Increase of Commitments. (a) El Paso The Borrower may, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more less than 10 45 days prior to the requested effective date, request that the Commitments be increased in increments of $10,000,000 (but in no event may the total Commitments after giving effect to all increases pursuant to this Section ------- 2.13 exceed $350,000,000). The Administrative Agent shall notify the Lenders of ---- its receipt of any notice given pursuant to this Section 2.13(a) within two --------------- Business Days after the Administrative Agent's receipt thereof. Each Lender (a "Consenting Lender") may, by irrevocable notice to the Borrower and the Administrative Agent delivered to the Administrative Agent not later than 30 days after the date receipt of notice from the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after inform the Administrative Agent that it wishes to participate in the requested increase and the amount of such participation. Such consent may be given or withheld by each Lender in its absolute and sole discretion. (b) The Borrower shall have delivered a the right, by notice to the Administrative Agent given not less than 45 days prior to the requested effective date, to increase the Commitments in increments of $10,000,000 (but in no event may the total Commitments after giving effect to all increases pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for Section 2.13 exceed $350,000,000) provided that one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Persons ------------ acceptable to the unsubscribed amount; providedBorrower, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), LC Issuer has agreed to make a Commitment on and subject to the Borrowers terms of this Agreement and each Augmenting Lender shall execute all has executed such documentation documents as the Administrative Agent shall deems reasonably specify necessary or advisable to evidence add such Augmenting Lender’s Commitment and/or its status Person or Persons as a Lender hereunder. Any The Administrative Agent shall notify the Lenders of its receipt of any notice given pursuant to this Section 2.13(b) within two Business Days after the --------------- Administrative Agent's receipt thereof. (c) The Borrower shall not be entitled to request an increase in the Commitments nor shall any approved Commitment increase be effective if any Default or Event of Default shall have occurred and be continuing at such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenderstime.

Increase of Commitments. By written notice sent to the Administrative Agent (awhich the Administrative Agent shall promptly distribute to the Lenders), the Borrower may at any time and from time to time request an increase of the aggregate amount of the Commitments by an aggregate amount equal to any integral multiple of $5,000,000; provided that (i) El Paso mayno Default shall have occurred and be continuing; (ii) the aggregate amount of the Commitments shall not have been reduced, by written nor shall the Borrower have given notice of any such reduction under Section 2.09(b); (iii) the total amount of all Commitments shall not be increased to an aggregate amount that would exceed $600,000,000; and (iv) the Commitment of a Lender shall not be increased without the consent of such Lender. If one or more of the Lenders is not increasing its Commitment, then, with notice to the Administrative AgentAgent and the other Lenders, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request another one or more financial institutions, each as approved by the Administrative Agent, Borrower and the Administrative Agent shall deliver (a copy thereof “New Lender”), may commit to each Lender. Such notice shall set forth provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (which the “Increase Amount”); provided, that the Commitment of each New Lender shall be in minimum increments at least $5,000,000. Upon receipt of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and from the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphLenders and the Borrower that the Lenders, the Increasing or sufficient Lenders shall and New Lenders, have agreed pursuant to the preceding sentence commit to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedIncrease Amount, however, then: provided that each Augmenting Lender (that is not an existing Lender) shall be subject no Default exists at such time or after giving effect to the prior written approval of requested increase, the Borrower, the Administrative Agent and the Issuing Bank Lenders willing to increase their respective Commitments and the New Lenders (which approvals if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit “C”. If all existing Lenders shall not have provided their pro rata portion of the requested Increase Amount, the Revolving Loans will not be unreasonably withheld held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the Commitments shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or delayed), and the Borrowers and Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be ABR Revolving Loans made under each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunderunless or until the Borrower shall have selected an alternative interest rate to apply thereto under the terms of this Agreement. Any such increase may All advances made under this Section shall be made in an amount that is less than through the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersAdministrative Agent.

Increase of Commitments. (a) El Paso may, by By written notice sent to the Administrative AgentAgent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request that an increase of the Total Commitment be increased aggregate amount of the Commitments (i) by an aggregate amount equal to any integral multiple of $5,000,000 and not less than $10,000,000 and (ii) to an aggregate amount not to exceed $150,000,000; provided that (i) no Default shall have occurred and be continuing, (ii) the Incremental Facility Amount at aggregate amount of the Commitments shall not have been reduced, nor shall the Borrower have given notice of any such timereduction under Section 2.09, and (iii) the aggregate amount of the Commitments shall not previously have been increased pursuant to this Section 2.20 more than three (3) times. Upon No Lender shall have any obligation to increase its Commitment. A Lender’s decision whether to increase its Commitment under this Section 2.20 if it is requested to do so shall be made in such Lender’s sole and absolute discretion and any failure to respond to a request shall be deemed a decision by such Lender that it will not increase its Commitment. If one or more of the receipt of such request by the Administrative AgentLenders is not increasing its Commitment, then, with notice to the Administrative Agent shall deliver and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a copy thereof “New Lender”), may commit to each Lender. Such notice shall set forth provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (which the “Increase Amount”); provided, that the Commitment of each New Lender shall be in minimum increments of at least $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) 5,000,000 and the date on which such increase is requested to become effective (which maximum number of New Lenders after the Effective Date shall be not less than 10 days nor more than 60 days after the date ten (10). Upon receipt of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and from the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphLenders and the Borrower that the Lenders, the Increasing or sufficient lenders and New Lenders shall have agreed pursuant to the preceding sentence commit to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedIncrease Amount (or such lesser amount as the Borrower shall agree, however, that each Augmenting Lender (that is not an existing Lender) which shall be subject at least $10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the prior written approval of requested increase, the Borrower, the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)Agent, and the Borrowers Lenders willing to increase their respective Commitments and each Augmenting Lender the New Lenders (if any) shall execute and deliver an “Increase Commitment Supplement” (herein so called) in the form attached hereto as Exhibit “B” hereto. If all such documentation as existing Lenders shall not have provided their pro rata portion of the Administrative Agent requested increase, on the effective date of the Increase Commitment Supplement the Borrower shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as request a Lender hereunder. Any such increase may borrowing hereunder which shall be made in only by the Lenders who have increased their Commitment and, if applicable, the New Lenders. The proceeds of such borrowing shall be utilized by the Borrower to repay the Lenders who did not agree to increase their Commitments, such borrowing and repayment to be an amount amounts sufficient so that is less than after giving effect thereto, the increase requested Loans shall be held by El Paso if El Paso is unable the Lenders pro rata according to arrange for, or chooses not to arrange for, Augmenting Lenderstheir Commitments.

Increase of Commitments. Subject to the approval of the Agent (awhich shall not be unreasonably withheld or delayed), the Borrower shall have the right to request an increase in the aggregate amount of the Commitments (provided that the aggregate amount of such increases in the Commitments pursuant to this Section shall not exceed $55,000,000) El Paso may, by providing written notice to the Administrative Agent, request that which notice shall be irrevocable once given. Each such increase in the Total Commitment Commitments must be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which integral multiples of $1,000,000 in excess thereof. The Agent shall be not less than 10 days nor more than 60 days after the date promptly notify each Lender of such notice and which, in any event, must be on or prior to request. Each existing Lender shall have the Maturity Date), and shall offer each Lender the opportunity right to increase its Commitment by its Applicable an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the proposed increased amountAgent. Each Lender shall, by shall notify the Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days time period, then such Lender shall be deemed to have declined to increase its Commitment). No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event thata new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the 10th day date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after the Administrative Agent shall have delivered a notice pursuant giving effect to the second sentence increase of this paragraphCommitments) of any outstanding Revolving Loans, the Increasing Lenders shall have agreed pursuant by making available to the preceding sentence to increase their Commitments by Agent for the account of such other Lenders at the Principal Office, in same day funds, an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender sum of (that is not an existing Lendera) shall be subject to the prior written approval portion of the Administrative Agent and outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the Issuing Bank (aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.4(j) which approvals shall have not be unreasonably withheld or delayed)been repaid, and the Borrowers Borrower shall pay to such other Lenders interest accrued and each Augmenting unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Obligor in any Loan Document to which any such Obligor is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent may reasonably request and (B) the Borrower shall reasonably specify make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment and a Competitive Advance Note within two (2) Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. The Borrower shall also execute and deliver to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an the other Lenders replacement Competitive Advance Notes increasing the principal face amount that is less than thereof to 30% of the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersnew Total Commitment.

Increase of Commitments. By written notice sent to the Administrative Agent (awhich the Administrative Agent shall promptly distribute to the Lenders), the Borrower may at any time and from time to time request an increase of the aggregate amount of the Commitments by an aggregate amount equal to any integral multiple of $5,000,000; provided that (i) El Paso mayno Default shall have occurred and be continuing; (ii) the aggregate amount of the Commitments shall not have been reduced, by written nor shall the Borrower have given notice of any such reduction under Section 2.09; (iii) the total amount of all Commitments shall not be increased to an aggregate amount that would exceed $800,000,000; and (iv) the Commitment of a Lender shall not be increased without the consent of such Lender. If one or more of the Lenders is not increasing its Commitment, then, with notice to the Administrative AgentAgent and the other Lenders, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request another one or more financial institutions, each as approved by the Administrative Agent, Borrower and the Administrative Agent shall deliver (a copy thereof “New Lender”), may commit to each Lender. Such notice shall set forth provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (which the “Increase Amount”); provided, that the Commitment of each New Lender shall be in minimum increments at least $5,000,000. Upon receipt of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and from the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphLenders and the Borrower that the Lenders, the Increasing or sufficient Lenders shall and New Lenders, have agreed pursuant to the preceding sentence commit to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedIncrease Amount, however, then: provided that each Augmenting Lender (that is not an existing Lender) shall be subject no Default exists at such time or after giving effect to the prior written approval of requested increase, the Borrower, the Administrative Agent and the Issuing Bank Lenders willing to increase their respective Commitments and the New Lenders (which approvals if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit “C”. If all existing Lenders shall not have provided their pro rata portion of the requested Increase Amount, the Revolving Loans will not be unreasonably withheld held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the Commitments shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or delayed), and Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the Borrowers and each Augmenting same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall execute all such documentation as have selected an alternative interest rate to apply thereto under the terms of this Agreement. All advances made under this Section shall be made through the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersAgent.

Increase of Commitments. The Borrower shall have the right to request increases in the aggregate amount of the Commitments from time to time (aprovided that after giving effect to any such increase the aggregate amount of the Commitments would not exceed $350,000,000) El Paso may, by providing written notice to the Administrative AgentAgent and the Arrangers, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and whichirrevocable once given. The Borrower, in any event, must be on or prior to requesting an increase in the Maturity Date), and shall Commitments pursuant to this Section must offer in writing each Lender the opportunity right to increase its Commitment by its Applicable an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such increase in the proposed increased amountCommitments. Each If a Lender shall, by notice to El Paso and does not accept the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree Borrower's offer to increase its Commitment by all or a portion as provided in the preceding sentence within 10 Business Days of the offered amount (each receipt of such offer, such offer shall be deemed rejected by such Lender. No Lender so agreeing being an “Increasing Lender”) or decline shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Lender's Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender that does plus (B) the aggregate amount of payments previously made by such Lender under Section 2.9.(j) which have not deliver been repaid plus (C) interest accrued and unpaid to and as of such a notice within date on such period portion of 10 days the outstanding principal amount of such Loans. Upon any such assignment, the assigning Lender shall be deemed to have declined represent and warrant to such other Lender that such assigning Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to any Loan being assigned, the Loan Documents or any Loan Party. No increase of the Commitments may be effected under this Section if a Default or Event of Default shall be in existence on the effective date of such increase. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment). In , receives a new or replacement Note, as appropriate, in the event that, on amount of such Lender's Commitment within 2 Business Days of the 10th day after effectiveness of the Administrative Agent shall have delivered a notice pursuant to applicable increase in the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersCommitments.

Increase of Commitments. (a) El Paso mayAt any time, provided that no Event of Default shall have occurred and be continuing, the Company may request from time to time one or more increases of the Aggregate Commitment by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Agent in writing of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested each such proposed increase (which shall be in minimum increments of $1,000,000 and each such notice, a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which “Commitment Increase Notice”). Any such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, Commitment Increase Notice must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase subscribe for its Commitment by its Applicable Percentage pro rata share of the proposed increased amount. Each Lender shallrequested increase in the Aggregate Commitment, by notice to El Paso and the Administrative Agent given not more than shall promptly provide to each Lender a copy of any Commitment Increase Notice received by the Agent. Within 10 days after receipt by the date Agent of the Administrative applicable Commitment Increase Notice, each Lender wishing to subscribe for its pro rata share of the requested increase in the Aggregate Commitment must deliver written notice of such fact to the Agent’s notice, either agree to increase its Commitment by all or a . If any portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to requested increase its in the Aggregate Commitment (and any Lender that does is not deliver such a notice subscribed for by the Lenders within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th 10-day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphperiod, the Increasing Lenders shall have agreed pursuant Company may, in its sole discretion, but with the consent of the Agent as to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (Person that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank at such time a Lender (which approvals consent shall not be unreasonably withheld or delayeddelayed so long as such Person is an Eligible Assignee), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the requested increase in the Aggregate Commitment pursuant to Section 2.16 (b) or (c) below, as applicable; (b) Any additional bank or financial institution that the Company selects to offer a participation in the unsubscribed portion of the increased Aggregate Commitment, and that elects to become a party to this Agreement and obtain a Commitment, shall execute an agreement (a “New Lender Agreement”), in Proper Form, with the Company and the Agent, whereupon such bank or financial institution (a “New Lender”) shall become a Lender for all purposes hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to add the name of such New Lender and Schedule 2.1(a) attached hereto shall be deemed amended to add the name and Commitment of such New Lender, provided that the Commitment of any such New Lender shall be in an amount not less than $5,000,000; (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 2.16 shall, in each case, execute a commitment increase agreement (a “Commitment Increase Agreement”), in Proper Form, with the Company and the Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.1(a) attached hereto shall be deemed to be amended to reflect such increase in the Commitment of such Lender; (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company, if any, as the Agent shall reasonably request with respect thereto, in each case in Proper Form; (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.16(b) or if any Lender’s Commitment is increased pursuant to Section 2.16(c), additional Loans and additional liability for the Letter of Credit Exposure Amount made or incurred on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on each Lender’s (including each New Lender’s) respective Commitment Percentage in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender making an aggregate principal amount of Loans and incurring liability for the Letter of Credit Exposure Amount in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitment Percentages), and continuations of LIBOR Rate Borrowings outstanding on such Re-Allocation Date shall be effected by repayment of such LIBOR Rate Borrowings on the Borrowers last day of the LIBOR Interest Period applicable thereto and each Augmenting the extension of new LIBOR Rate Borrowings pro rata based on the Lenders’ respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Borrowings outstanding, the Company shall make prepayments thereof and borrow new Alternate Base Rate Borrowings so that, after giving effect thereto, the Alternate Base Rate Borrowings outstanding are held pro rata based on the Lenders’ respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are LIBOR Rate Borrowings outstanding, such LIBOR Rate Borrowings shall remain outstanding with the respective holders thereof until the expiration of their respective LIBOR Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such LIBOR Rate Borrowings will be paid thereon to the respective Lenders holding such LIBOR Rate Borrowings pro rata based on the respective principal amounts thereof outstanding; (f) Notwithstanding anything to the contrary in this Section 2.16, (i) no Lender shall have any obligation to increase its Commitment under this Section 2.16 unless it agrees in writing to do so in its sole discretion, (ii) no Lender shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Aggregate Commitment pursuant to this Section 2.16, (iii) neither the Agent nor any Lender shall have any obligation to find or locate any New Lender to participate in any unsubscribed portion of any increase in the Aggregate Commitment requested by the Company, (iv) each increase in the Aggregate Commitment requested by the Company shall not be less than $10,000,000, (v) after giving effect to any increase in the Aggregate Commitment pursuant to this Section 2.16, the Aggregate Commitment shall not exceed $350,000,000, and (vi) in the event of any reduction in the Aggregate Commitment pursuant to Section 2.2 or any other provision of this Agreement, the ability of the Company to request increases in the Aggregate Commitment pursuant to this Section 2.16 shall automatically terminate; and (g) The Company shall execute all and deliver to the Agent (for delivery by the Agent to each applicable Lender) a new Note payable to each applicable Lender (including each New Lender) participating in any increase of the Aggregate Commitment in the original principal amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such after giving effect to any increase may be made in an amount that is less than of the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersAggregate Commitment.

Increase of Commitments. (a) El Paso So long as no Event of Default has occurred and is continuing, the Borrower may from time to time, upon written notice to the Agent (who shall promptly provide a copy of such notice to each Bank or Additional Bank (as defined below)), propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $4,000,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Bank and Additional Bank may, not more than 10 Business Days following receipt of such notice, elect by written notice to the Administrative Agent, request that Borrower and the Total Commitment be increased by an aggregate amount not Agent to exceed participate in the Incremental Facility Amount at such time. Upon the receipt requested increase of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth Commitments and the amount of the requested increase such participation. No Bank (which or any successor thereto) shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in have any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity obligation to increase its Commitment by or its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso other obligations under this Agreement and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s noticeother Loan Documents, either agree and any decision by a Bank to increase its Commitment by all or shall be made in its sole discretion independently from any other Bank. Any Bank that does not respond to a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline request to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days hereunder shall be deemed to have declined to such request. (b) The Borrower may designate any Bank or other financial institution which at the time agrees to, in the case of any such Person that is an existing Bank, increase its Commitment). In Commitment and in the event thatcase of any other such Person (each such Person, on the 10th day after the Administrative Agent and each Person that shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by accept an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called assignment as provided in Section 2.7 is an “Augmenting LenderAdditional Bank”), which may include any Lender, become a party to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountthis Agreement; provided, however, that any new bank or financial institution must meet the criteria for an Eligible Assignee, must have a Commitment of not less than $25,000,000 and must in all other respects be acceptable to the Agent, which acceptance will not be unreasonably withheld, conditioned or delayed. The sum of the increases in the Commitments of the existing Banks pursuant to this paragraph (b) plus the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount. (c) An increase in the aggregate amount of the Aggregate Commitment Amount pursuant to this Section 2.6 shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Borrower, by each Augmenting Lender Additional Bank and by each other Bank whose Aggregate Commitment Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and such opinions of counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as the Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall automatically be increased by the amount of the Commitments added through such agreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.6 that is not an existing Lenderpro rata among all Banks, within five (5) Business Days, in the case of any Advances bearing interest at the Floating Rate, and at the end of the then current Interest Period with respect thereto, in the case of any Advances bearing interest at a LIBO Rate, the Borrower shall be prepay such Advances in their entirety and, to the extent the Borrower elect to do so and subject to the prior written approval of conditions specified in Section 2.5, the Administrative Agent and Borrower shall reborrow Advances from the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)Banks in proportion to their respective Commitments after giving effect to such increase, and until such time as all outstanding Advances are held by the Borrowers and each Augmenting Lender shall execute all Banks in such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersproportion.

Increase of Commitments. (a) El Paso mayAt any time, provided that no Event of Default shall have occurred and be continuing, the Company may request from time to time one or more increases of the Aggregate Commitment by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Agent in writing of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of each such proposed increase (each such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) Aggregate Commitment, and the date on which such increase is requested Agent shall promptly provide to become effective (which shall be not less than 10 days nor more than 60 days after each Bank a copy of any Commitment Increase Notice received by the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amountAgent. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than Within 10 days after receipt by the date Agent of the Administrative applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Aggregate Commitment must deliver written notice of such fact to the Agent’s notice, either agree to increase its Commitment by all or a . If any portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to requested increase its in the Aggregate Commitment (and any Lender that does is not deliver such a notice subscribed for by the Banks within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th 10-day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphperiod, the Increasing Lenders shall have agreed pursuant Company may, in its sole discretion, but with the consent of the Agent as to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (Person that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing at such time a Bank (which approvals consent shall not be unreasonably withheld or delayeddelayed so long as such Person is an Eligible Assignee), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the requested increase in the Aggregate Commitment pursuant to Section 2.15 (b) or (c) below, as applicable; (b) Any additional bank or financial institution that the Company selects to offer a participation in the unsubscribed portion of the increased Aggregate Commitment, and that elects to become a party to this Agreement and obtain a Commitment, shall execute an agreement (a “New Bank Agreement”), in Proper Form, with the Company and the Agent, whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to add the name of such New Bank and Schedule IV attached hereto shall be deemed amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $5,000,000; (c) Any Bank that accepts an offer by the Company to increase its Commitment pursuant to this Section 2.15 shall, in each case, execute a commitment increase agreement (a “Commitment Increase Agreement”), in Proper Form, with the Company and the Agent, whereupon such Bank shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule IV attached hereto shall be deemed to be amended to reflect such increase in the Commitment of such Bank; (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company, if any, as the Agent shall reasonably request with respect thereto, in each case in Proper Form; (e) If any bank or financial institution becomes a New Bank pursuant to Section 2.15(b) or if any Bank’s Commitment is increased pursuant to Section 2.15(c), additional Loans and additional liability for the Letter of Credit Exposure Amount made or incurred on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on each Bank’s (including each New Bank’s) respective Commitment Percentage in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Bank making an aggregate principal amount of Loans and incurring liability for the Letter of Credit Exposure Amount in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitment Percentages), and continuations of LIBOR Rate Borrowings outstanding on such Re-Allocation Date shall be effected by repayment of such LIBOR Rate Borrowings on the Borrowers last day of the LIBOR Interest Period applicable thereto and the extension of new LIBOR Rate Borrowings pro rata based on the Banks’ respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Borrowings outstanding, the Company shall make prepayments thereof and borrow new Alternate Base Rate Borrowings so that, after giving effect thereto, the Alternate Base Rate Borrowings outstanding are held pro rata based on the Banks’ respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are LIBOR Rate Borrowings outstanding, such LIBOR Rate Borrowings shall remain outstanding with the respective holders thereof until the expiration of their respective LIBOR Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such LIBOR Rate Borrowings will be paid thereon to the respective Banks holding such LIBOR Rate Borrowings pro rata based on the respective principal amounts thereof outstanding; (f) Notwithstanding anything to the contrary in this Section 2.15, (i) no Bank shall have any obligation to increase its Commitment under this Section 2.15 unless it agrees in writing to do so in its sole discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Aggregate Commitment pursuant to this Section 2.15, (iii) neither the Agent nor any Bank shall have any obligation to find or locate any New Bank to participate in any unsubscribed portion of any increase in the Aggregate Commitment requested by the Company, (iv) each Augmenting Lender increase in the Aggregate Commitment requested by the Company shall not be less than $10,000,000, (v) after giving effect to any increase in the Aggregate Commitment pursuant to this Section 2.15, the Aggregate Commitment shall not exceed $200,000,000, and (vi) in the event of any reduction in the Aggregate Commitment pursuant to Section 2.2 or any other provision of this Agreement, the ability of the Company to request increases in the Aggregate Commitment pursuant to this Section 2.15 shall automatically terminate; and (g) The Company shall execute all and deliver to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Bank) participating in any increase of the Aggregate Commitment in the original principal amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting LenderBank’s Commitment and/or its status as a Lender hereunder. Any such after giving effect to any increase may be made in an amount that is less than of the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Aggregate Commitment

Increase of Commitments. (a) El Paso The Company may, by written notice to Citibank (in which case Citibank shall promptly deliver a copy to each of the Administrative AgentLenders), request that the Total Commitment total Commitments be increased by an aggregate amount that will equal or exceed $20,000,000, but that will not to exceed result in the Incremental Facility Amount at total Commitments exceeding $500,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 20 days nor or more than 60 45 days after the date of such notice (or such shorter time as may be agreed upon by the Company and which, in any event, must be on or prior to the Maturity DateCitibank)), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso the Company and the Administrative Agent Citibank given not more than 10 20 days after the date of the Administrative Agent’s noticeCompany's notice (or such shorter time as may be agreed upon by the Company and Citibank), either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “"Increasing Lender”") or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 20 days (or such shorter time as may be agreed upon by the Company and Citibank) shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-increasing Lender"). In the event that, on the 10th 20th day (or such shorter time as may be agreed upon by the Company and Citibank) after the Administrative Agent Company shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by El Pasothe Company, El Paso Citibank or the Company may arrange for one or more banks or other entities financial institutions (any such bank or other entity being financial institution as referred to in this clause (a)being called an “"Augmenting Lender”"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Lender, if not already a Lender (that is not an existing Lender) hereunder, shall be subject to the prior written approval of the Administrative Agent Company and the Issuing Bank Citibank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers withheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent Citibank shall reasonably specify to evidence such Augmenting Lender’s its Commitment and/or and its status as a Lender hereunder. Any Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the date of such increase may increase, the conditions set forth in paragraphs (a)and (b) of Section 4.2 shall be made satisfied (with all references in an amount such paragraphs to a Borrowing being deemed to be references to such increase) and Citibank shall have received a certificate to that is less than effect dated such date and executed by a Financial Officer of the increase Company and (ii) to the extent requested by El Paso if El Paso is unable from the Company, Citibank shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.1 as to arrange for, or chooses not the corporate power and authority of the Company to arrange for, Augmenting Lendersborrow hereunder after giving effect to such increase.

Increase of Commitments. (i) At any time, but not more than twice, the Borrower may request that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) El Paso may, by the Aggregate Commitment shall at no time exceed $200,000,000 minus the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to Section 2.6(A); and (b) each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent, request that Agent and the Total Commitment be increased Lenders by an aggregate amount the Borrower not less than twenty (20) Business Days prior to exceed the Incremental Facility Amount at such time. Upon the receipt proposed effective date of such request by the Administrative Agentincrease, the Administrative Agent which notice (a "Commitment Increase Notice") shall deliver a copy thereof to each Lender. Such notice shall set forth specify the amount of the requested proposed increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) Aggregate Commitment and the date on which such increase is requested to become proposed effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and whichincrease. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in any event, must be on the requested increase ratably in the proportions that their respective Commitments bear to the Aggregate Commitment under this Agreement. On or prior to the Maturity Date)date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, and shall offer each Lender shall submit to the opportunity Agent a notice indicating the maximum amount by which it is willing to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its in connection with such Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities Increase Notice (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal notice to the unsubscribed amount; provided, however, that each Augmenting Agent being herein a "Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayedIncrease Notice"), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses Lender which does not to arrange for, Augmenting Lenders.submit a Lender

Increase of Commitments. (a) El Paso may, by By written notice sent to the Administrative AgentAgent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request that an increase of the Total Commitment be increased Commitment: (i) by an aggregate amount equal to any integral multiple of $5,000,000 and not less than $10,000,000 and (ii) by an aggregate amount not to exceed $50,000,000; provided that (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Incremental Facility Amount at Total Commitment shall not have been reduced, nor shall the Borrower have given notice of any such timereduction under Section 2.09(b), and (iii) the Total Commitment shall not previously have been increased pursuant to this Section 2.20 more than three (3) times. Upon If one or more of the receipt of such request by the Administrative AgentLenders is not increasing its Commitment, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders; provided, that the Commitment of each New Lender shall deliver a copy thereof be at least $5,000,000 and the maximum number of New Lenders shall be three (3). Upon receipt of notice from the Administrative Agent to each Lender. Such notice shall set forth the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the amount of the requested increase (the “Increase Amount”) (or such lesser amount as the Borrower shall agree, which shall be in minimum increments at least $10,000,000 and an integral multiple of $1,000,000 and a minimum amount 5,000,000 in excess thereof), then: provided that no Default or Event of $10,000,000 Default exists at such time or equal after giving effect to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphincrease, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El PasoBorrower, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank Lenders willing to increase their respective Commitments and the New Lenders (which approvals if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit G. If all existing Lenders shall not have provided their pro rata portion of the requested Increase Amount, the Loans will not be unreasonably withheld held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Revolving Lenders shall make advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders, pro rata in accordance with the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the Total Commitment shall be deemed to be a purchase of a corresponding amount of the Loans of the Revolving Lender or delayed), and the Borrowers and Lenders whose Applicable Percentages have decreased. The advances made under this Section 2.20 shall be Base Rate Loans made under each Augmenting Lender Revolving Lender’s Commitment. All advances made under this Section 2.20 shall execute all such documentation as be made through the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersAgent.

Increase of Commitments. (a) El Paso The Borrower may, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more less than 10 45 days prior to the requested effective date, request that the Commitments be increased in increments of $10,000,000 (but in no event may the total Commitments after giving effect to all increases pursuant to this Section 2.12 exceed $450,000,000). The Administrative Agent shall notify the Lenders of its receipt of any notice given pursuant to this Section 2.12(a) within two Business Days after the Administrative Agent's receipt thereof. Each Lender (a "Consenting Lender") may, by irrevocable notice to the Borrower and the Administrative Agent delivered to the Administrative Agent not later than 30 days after the date receipt of notice from the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after inform the Administrative Agent that it wishes to participate in the requested increase and the amount of such participation. Such consent may be given or withheld by each Lender in its absolute and sole discretion. (b) The Borrower shall have delivered a the right, by notice to the Administrative Agent given not less than 45 days prior to the requested effective date, to increase the Commitments in increments of $10,000,000 (but in no event may the total Commitments after giving effect to all increases pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for Section 2.12 exceed $450,000,000) provided that one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Persons acceptable to the unsubscribed amount; providedBorrower, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), LC Issuer has agreed to make a Commitment on and subject to the Borrowers terms of this Agreement and each Augmenting Lender shall execute all has executed such documentation documents as the Administrative Agent shall deems reasonably specify necessary or advisable to evidence add such Augmenting Lender’s Commitment and/or its status Person or Persons as a Lender hereunder. Any The Administrative Agent shall notify the Lenders of its receipt of any notice given pursuant to this Section 2.12(b) within two Business Days after the Administrative Agent's receipt thereof. (c) The Borrower shall not be entitled to request an increase in the Commitments nor shall any approved Commitment increase be effective if any Default or Event of Default shall have occurred and be continuing at such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenderstime.

Increase of Commitments. (a) El Paso mayAt any time after the Closing Date, by written notice to provided that no Event of Default shall have occurred and be continuing, the Administrative Agent, Company may request that an increase of the Total Commitment be increased by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an aggregate amount not to exceed less than $25,000,000 nor more than $400,000,000 in the Incremental Facility Amount at such timeaggregate. Upon The Agent will provide the receipt Lenders with notice of such request Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by the Administrative AgentBorrower, provided, following any such increase, the Administrative Agent Total Acquisition Loan Commitment shall deliver a copy thereof to each Lender. Such notice shall set forth the amount not exceed 40% of the requested increase (which Total Commitment. Any such Commitment Increase Notice shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal form reasonably satisfactory to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date)Agent, and shall must offer each Lender the opportunity to increase subscribe for its Commitment by its Applicable Percentage pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the proposed increased amount. Each Lender shall, Commitment is subscribed for by notice to El Paso and the Administrative Agent given not more than 10 days Lenders within fifteen (15) Business Days after the date delivery of the Administrative Agent’s noticeCommitment Increase Notice, either agree the Company may, in its sole discretion, but with the consent of the Agent as to increase its Commitment by any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the offered amount increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (each Lender so agreeing being an b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (a “Increasing New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. Upon delivery to the Agent of one or decline more New Lender Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitment, as increased. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to the Agent of one or more Commitment (a) reflecting the increased Commitment of such Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender that does not deliver making an aggregate principal amount of Loans in excess of its Commitment, in which case such a notice within excess amount will be allocated to, and made by, such period New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of 10 days any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be deemed to have declined to increase its Commitment)effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event thatthat on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, on such Loans shall remain outstanding with the 10th day after respective holders thereof until the Administrative Agent shall have delivered a notice pursuant expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the second sentence applicable provisions of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayedAgreement), and interest on and repayments of such Loans will be paid thereon to the Borrowers and each Augmenting respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 5.18, the aggregate amount of the Commitments shall not exceed $2,400,000,000. (g) The Company shall execute all such documentation as and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof said Persons’ Commitments.