Common use of Debt Clause in Contracts

Debt. The Borrower will not, and will not permit any Subsidiary to, incur or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.

Debt. The Neither the Parent MLP nor the Borrower nor any of the other Restricted Subsidiaries will notincur, and will not permit any Subsidiary tocreate, incur assume or permit suffer to exist any Debt, except: (ac) Debt evidenced by the Notes, Notes or other Indebtedness arising under the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Subsidiary, except to Indebtedness arising under the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of LoansLoan Documents; (d) endorsements Debt of the Borrower and the Restricted Subsidiaries existing on the Closing Date that is reflected in the Financial Statements or on Schedule 9.02(b), and any refinancings, renewals or extensions (but not increases) thereof; (e) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (f) Debt under Capital Leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) not to exceed $10,000,000; (g) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (h) intercompany Debt among the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of the Guarantors, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guarantee Agreement; (i) endorsements of negotiable instruments for collection in the ordinary course of collectionbusiness; (ej) purchase money Debt of the Borrower or any Subsidiary representing the portion of the purchase price in respect of property acquired by the Borrower and the Restricted Subsidiaries; provided that the aggregate principal or such Subsidiary that is face amount of all Debt secured by Liens permitted by the provisions of under this Section 10.2(d)9.02(h) shall not exceed $10,000,000 at any time; (k) Permitted Subordinate Debt; provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or contemporaneously with any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, or incurrence thereof (i) there the Borrowing Base shall exist no Default or Event of Default; be automatically reduced pursuant to and in accordance with Section 2.08(f) and (ii) the ratio of Consolidated Total Indebtedness Borrower shall make any mandatory prepayment required by Section 2.07(b)(iii), if applicable; (l) Permitted Senior Debt; provided, that immediately prior to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for issuance or incurrence thereof the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt Mortgaged Properties shall have a final maturity or mandatory redemption date, as the case may be, no earlier PV9% value of not less than the Maturity Date required Minimum Collateral Value; provided further, contemporaneously with any issuance or incurrence thereof (i) the Borrowing Base shall be automatically reduced pursuant to and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extendedin accordance with Section 2.08(f) and shall be subject to no mandatory redemption or “put” to (ii) the Borrower exercisableshall make any mandatory prepayment required by Section 2.07(b)(iii), or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionif applicable; (hm) additional guarantees of Debt of Trunkline LNG Holdings or any of its Subsidiariesthe Parent MLP, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Restricted Subsidiary of otherwise permitted under this Section 9.02; (n) other Debt not to exceed $20,000,000 in the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existaggregate at any one time outstanding; and (io) Debt arising under any Receivables Purchase the Preferred Stock and Sale Agreementthe Series B Preferred Stock.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur incur, create, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notes, Secured Obligations or any guaranty of or suretyship arrangement for the Facility Notes, or the Facility Letter of Credit Secured Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of any Subsidiary Credit Party (pursuant to purchase money mortgages or otherwise, whether owed to the Borrower seller or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (ca third party) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements used in the ordinary course of business of negotiable instruments in the course of collection; such Credit Party (e) provided that such Debt is incurred within 60 days of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount acquisition of such Debt outstanding exceed thirty percent (30%property) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) in respect of Capital Leases, provided that the ratio principal amount of Consolidated Total Indebtedness all Debt outstanding pursuant to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt this clause shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) 2,000,000 in the aggregate plus Twenty Million Dollars at any one time; ($20,000,000.00c) of reimbursement Debt associated with bonds or surety obligations incurred required by Governmental Requirements in connection with Non-Facility Letters of Credit issued by a Bank the operation of, or Banks or by any other financial institutionprovision for the abandonment and remediation of, the Oil and Gas Properties; (hd) additional intercompany Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as between Credit Parties to the extent permitted by Section 9.05(d); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any Person other Subsidiary than one of the Borrower (other than Panhandle Eastern and its Subsidiaries)Credit Parties, (ii) the proceeds of any such Debt is used solely owed by either the Borrower or a Guarantor shall be subordinated to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, the Secured Obligations on terms set forth in the Guaranty Agreement and (iii) any such Debt shall not have any scheduled amortization prior to 90 days after giving effect the Maturity Date; (e) Endorsements of negotiable instruments for collection in the ordinary course of business; (f) the Existing Notes and any Permitted Refinancing Debt in respect of such Existing Notes; provided that (i) the remaining outstanding principal balance of the Existing Notes shall be less than or equal to $30,000,000 at all times on or after March 1, 2020 and (ii) the Borrower shall have furnished to the Administrative Agent and the Lenders prior written notice of its intent to incur any such Permitted Refinancing Debt, no Default or Event the amount thereof, and the anticipated closing date, together with copies of Default drafts of the material definitive documents therefor promptly after such drafts are available and, when completed, copies of the final versions of such material definitive documents; (g) Permitted Junior Lien Debt the principal amount of which does not exceed $500,000,000 and any Permitted Refinancing Debt in respect thereof; provided that the Borrower shall existhave furnished to the Administrative Agent and the Lenders prior written notice of its intent to incur such Permitted Junior Lien Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor promptly after such drafts are available and, when completed, copies of the final versions of such material definitive documents; (h) Debt in respect of letters of credit posted on behalf of the Credit Parties in an amount not to exceed $2,000,000; (i) Guarantees of the Borrower and any Guarantor in respect of Debt otherwise permitted hereunder; and (ij) Other Debt arising under not to exceed $10,000,000 in the aggregate principal amount at any Receivables Purchase and Sale Agreementone time outstanding.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur or permit to exist any Debt, exceptNo Company may: (a) Create, incur or suffer to exist (directly or indirectly) any direct, indirect, fixed or contingent liability for any Debt evidenced by except the Notes, following (the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes "Permitted Debt) not in default, as well as "): (i) the Obligation; (ii) Debt existing on the Closing Date, as more particularly described on Schedule 9.2 (the "Existing Debt"); (iii) Debt arising under or in connection with any Structured Financing that is entered into as a result of an Asset Securitization; (iv) Debt of Panhandle Eastern and/or up to $15,000,000 at any one time outstanding (including any such Debt existing on the Closing Date and described on Schedule 9.2), incurred by any Company, but in any case having recourse to Borrower, having the following general attributes: (A) such indebtedness is secured solely by liens on specified Amerihost Properties or parcels of Qualifying Real Estate; (B) the loan documents evidencing such indebtedness do not contain covenants or other agreements that are more restrictive than those found in the Credit Documents, do not cross-default to the Credit Documents, and are otherwise in form and substance acceptable to Administrative Agent and Required Lenders; and (c) no Event of Default or Potential Default has 44 CREDIT AGREEMENT PMC COMMERCIAL TRUST occurred and is continuing when any such Debt is to be incurred, and no Event of Default or Potential Default would be created by such incurrence. Prior to the incurrence of any Debt permitted by this clause (iv), Borrower shall deliver a written notice to Administrative Agent of its intent to incur such Debt, the proposed obligor, proposed obligee, amount, rate and scheduled amortization of such proposed Debt. Borrower shall also provide any other information requested by Administrative Agent and Lenders with respect to such proposed financing, including, without limitation, copies of the loan documents evidencing the proposed financing; and (v) indebtedness and other obligations arising under Rate Management Transactions contemplated by this agreement. (b) Prepay, purchase, repurchase, defease or redeem, or cause to be prepaid, purchased, repurchased, defeased or redeemed, any principal of, or any premium (if any) or interest on, any of its SubsidiariesDebt, or fund or cause to be funded any sinking or similar fund for any such Debt, except for (i) the Obligation, (ii) any Debt permitted under Section 9.2(a)(iv) above in connection with the sale of the underlying real property to a third party in an arm's-length transaction, so long as all prepayments required by Section 3.2(c) are made simultaneously therewith, and (iii) any Debt owed by a Special Purpose Entity incurred in connection with an Asset Securitization, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and has been reduced to 15% or less of its original principal amount, (B) after giving effect to the issuance of such prepayment fully extinguishes such Debt, the ratio (C) no Default, Event of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of Default or Borrowing Base Deficiency then exists or would be created by such calculation) is no greater than 0.70 to 1.00prepayment, and (iiD) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), all remaining Mortgage Loans and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount related assets of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Special Purpose Entity are immediately transferred to Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.

Debt. The Borrower will not, and will not permit any Subsidiary to, No Obligated Party shall incur or permit to exist maintain any Debt, exceptother than: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) the Debt of any Subsidiary to existing on the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any SubsidiaryClosing Date described in Schedule 8.12; (c) Debt existing evidencing a refunding, renewal, or extension of the Debt described in clause (b) preceding or in clause (h) below; provided that (i) the principal amount thereof is not increased at the time of such renewal, refinancing, refunding, or extension thereof; (ii) no Obligated Party that is not an obligor or guarantor of such Debt as of March 31the Closing Date shall become an obligor or guarantor thereof, 2010 as reflected on financial statements delivered under Section 7.2(b(iii) the terms of such refunding, renewal, or extension are no less favorable to the Obligated Parties and refinancings thereof other the Lenders than the original Debt that has been refinanced by and (iv) the proceeds of LoansLiens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended (except additions to the aircraft); (d) endorsements Debt owing by an Obligated Party to another Obligated Party for intercompany loans and advances made for working capital in the ordinary course of business business; provided that (i) all such intercompany Debt shall be evidenced by promissory notes, (ii) all such intercompany Debt owed by ▇▇▇▇▇ to any of negotiable instruments its Subsidiaries shall be subordinated in right of payment to the course payment in full of collectionthe Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement satisfactory to the Agents, and (iii) any payment by any Subsidiary of ▇▇▇▇▇ under any guaranty of the Obligations or the Second Lien Debt shall result in a pro tanto reduction of the amount of any intercompany Debt owed by such Subsidiary to ▇▇▇▇▇ or to any of its Subsidiaries for whose benefit such payment is made; (e) subject to clause (c)(ii) above, Guaranties permitted under Section 8.11; (f) Debt incurred in connection with the financing of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired premiums payable with respect to insurance policies required to be maintained by the Borrower or such Subsidiary Obligated Parties pursuant to this Agreement; (g) the Second Lien Debt; provided that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; under this clause (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to all cancellations of principal thereof in exchange for Term Loans shall not at any time exceed $237,000,000 less all payments and prepayments of principal thereon, and the issuance thereofrefinancing thereof (the Debt under or with respect to such refinancing, the “Refinancing Second Lien Debt” and the agreements evidencing, governing, securing or guaranteeing any of the Refinancing Second Lien Debt (i) there shall exist no Default as amended, modified or Event supplemented from time to time in a manner not in contravention of Defaultthe terms of this Agreement), collectively, the “Refinancing Second Lien Debt Documents”); and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization provided that such refinancing shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, permitted only so long as (i) such all, and not a portion of, the Second Lien Debt is to Trunkline LNG Holdings and/or any refinanced and the principal amount of its Subsidiaries only and such refinancing is not recourse in any respect to greater than the Borrower or any other Subsidiary principal amount of the Borrower Debt being refinanced (other than Panhandle Eastern with respect to any reasonable fees and its Subsidiariesother costs of refinancing and with respect to accrued interest on the Second Lien Debt), (ii) the proceeds Liens, if any, securing such refinancing do not attach to any assets in addition to those assets securing the Second Lien Debt and those Liens shall be junior and subordinate to the Agent’s Liens and be subject to the terms and conditions of such an intercreditor agreement between the Collateral Agent and the holders of the Refinancing Second Lien Debt is used solely (or an agent or trustee therefor) substantially identical to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiariesthe Intercreditor Agreement or otherwise satisfactory to the Agents and the Majority Revolving Lenders (or after the Revolving Facility Payment In Full, and the Majority Term Lenders), (iii) after giving effect no Person that is not an obligor or guarantor of the Second Lien Debt immediately prior to such the refinancing shall become an obligor or guarantor of the Refinancing Second Lien Debt, unless such Person simultaneously becomes a Guarantor, (iv) the terms under the Refinancing Second Lien Debt Documents are no less favorable in all material respects to the Obligated Parties, the Agents and the Lenders than the terms under the Second Lien Debt Documents (without in any way limiting the foregoing, in no event shall the financial or other covenants or events of default in the Refinancing Second Lien Debt Documents be more restrictive than those in the Second Lien Debt Documents in effect on August 18, 2005), (v) no payments of principal on the Refinancing Second Lien Debt (including, without limitation, the final scheduled maturity thereof) shall be scheduled to be due and payable on or prior to the Stated Term Loan Termination Date and (vi) no Default or Event of Default shall existexist either immediately prior to or after giving effect to such refinancing; (h) Capital Leases of Transportation Equipment, the New Aircraft and/or computer and office equipment and Debt to finance (as purchase money or otherwise (any such financing that is not purchase money Debt to be on terms reasonably satisfactory to the Agents)) Transportation Equipment, the New Aircraft (purchase money Debt only) and/or computer and office equipment; provided that (1) the aggregate amount of Debt (including Capital Leases but excluding Revolving Loans) relating to Transportation Equipment incurred in any Fiscal Year shall not exceed $4,000,000, (2) the aggregate amount of Debt (including Capital Leases) permitted to be outstanding under this Section 8.12 (including, without limitation, under clauses (b), (c) and (h) hereof) relating to Transportation Equipment (but excluding Revolving Loans) shall not exceed $15,000,000 at any time outstanding, (3) the aggregate amount of Debt relating to the New Aircraft (including, without limitation, any refinancings thereof) shall not exceed $6,000,000 at any time outstanding and (4) the aggregate amount of Debt (including Capital Leases) relating to computer and office equipment under this clause (h) and any refinancings thereof under clause (c) shall not exceed $2,000,000 at any time outstanding; (i) purchase money Debt to vendors to finance the purchase from such vendors of Inventory not to exceed an aggregate amount at any time outstanding equal to $10,000,000 less the aggregate amount of inventory consigned to the Obligated Parties at such time; provided that (1) on or prior to the incurrence of any such Debt, the applicable Obligated Party has identified to the Agents in writing, in reasonable detail, the specific items of Inventory being financed thereby, (2) the applicable Obligated Party shall be able to readily identify such financed Inventory in its computer records in a manner reasonably satisfactory to the Agents; provided that during the existence of an Event of Default, if requested by either Agent, the applicable Obligated Party shall attach to such Inventory in a conspicuous location an insignia, stencil, plaque, or other form of notice indicating in a manner satisfactory to the Agents that such Inventory is being financed by such vendor, (3) the Liens created in connection with such purchase money Debt shall attach only to (and any UCC financing statements filed by any such vendor with respect to such Liens shall only cover) either (x) the specific items of Inventory being purchased and proceeds of the sale of such Inventory or (y) Inventory purchased from time to time by such Obligated Party from such vendor for which there remains an unpaid purchase price owing and proceeds of the sale of such Inventory (and a copy of each UCC financing statement filed by a vendor shall be delivered to the Agents promptly after filing thereof with the appropriate Governmental Authority), (4) the Liens created in connection with such purchase money Debt shall not attach to any Account arising from the rental of such Inventory, and (5) such Obligated Party shall cause any vendor whose Lien and UCC financing statement is of the type included in clause (3)(y) above to deliver to the Agents a monthly statement, in form and substance reasonably satisfactory to the Agents, detailing those items of Inventory for which there remains an unpaid purchase price and the amount of such unpaid purchase price and those items of Inventory that have been released from the vendor’s Lien since the last day of the period covered by the last monthly statement delivered to the Agents; and (ij) other unsecured Debt; provided that the aggregate amount of unsecured Debt arising outstanding under this clause (j) does not exceed $2,000,000 at any Receivables Purchase and Sale Agreementtime outstanding.

Debt. The Borrower will notNot, and will not permit any Subsidiary other Loan Party to, incur create, incur, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by Obligations under this Agreement and the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Loan Documents; (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited secured by the terms of Liens permitted by Section 10.4(b11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt of at any time outstanding shall not exceed $2,500,000, provided, however, the Borrower to any Subsidiaryforgoing limit shall not include a Sale Leaseback if such Sale Leaseback is consummated in an arm’s-length manner on market terms and conditions; (c) Debt existing as of March 31the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that, 2010 as reflected on financial statements delivered upon the reasonable request of Administrative Agent, such Debt 46 shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and the obligations under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by such demand note shall be subordinated to the proceeds Obligations of Loansthe Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) endorsements Debt (excluding the Prudential Debt) described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased in excess of the ordinary course of business of negotiable instruments in the course of collectionamount set forth on such Schedule; (e) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(dinitial Loans hereunder); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior NotesContingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 11.5; (g) additional the Prudential Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional the principal amount thereof is not increased and each mandatory payment of principal and interest thereunder is timely made in accordance with the terms of the Prudential Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionDocuments; (h) additional Contingent Liabilities listed on Schedule 11.1; (i) Guaranties by the Company and/or its Subsidiaries in respect of Debt of Trunkline LNG Holdings the Company or its domestic Subsidiaries permitted by this Section 11.1; (j) Hedging Obligations incurred in favor of Administrative Agent, any Lender or any of its Subsidiaries, so long as their Affiliates for bona fide hedging purposes and not for speculation; (ik) such Debt is owing to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary trust created under a supplemental executive retirement program of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existCompany; and (il) Debt arising under of the Company owing to any Receivables Purchase and Sale AgreementCanadian Entity.

Debt. The Borrower will shall not, and will not permit any Subsidiary toeither directly or indirectly, create, assume, incur or permit to exist have outstanding any DebtDebt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other Person, except: (a) Debt evidenced by the Notes, Obligations under this Agreement and the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Loan Documents; (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt obligations of the Borrower to any Subsidiaryfor Taxes, assessments, municipal or other governmental charges; (c) Debt existing as obligations of March 31the Borrower for accounts payable, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by for money borrowed, incurred in the proceeds ordinary course of Loansbusiness; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collectionSubordinated Debt; (e) Debt Hedging Obligations incurred in favor of the Borrower Lender or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower an Affiliate thereof for bona fide hedging purposes and its Subsidiaries as of the applicable determination datenot for speculation; (f) Debt evidenced by Senior Notesfor Capital Expenditures, other than Capital Expenditures constituting Permitted Acquisitions, provided that the aggregate amount of all such Debt outstanding at any time shall not exceed One Million and no/100 Dollars ($1,000,000.00); (g) additional Debt of the Borrowerdescribed on Schedule 9.1 and any extension, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (renewal or refinancing thereof so long as the principal amount thereof is not increased; (h) performance guaranties issued by the Borrower of the operating obligations of its Subsidiaries made in the ordinary course of Borrower’s business; provided, however, such additional Debt guaranties shall exclude any guaranty of Panhandle Eastern and/or any the payment of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a))such Subsidiaries’ monetary obligations; (i) other unsecured Subordinated Debt, provided that after giving effect in addition to the issuance thereofDebt listed above, in an aggregate amount outstanding at any time not to exceed One Million and 00/100 Dollars ($1,000,000.00); and (j) revolving loan facility Debt or Debt incurred in connection with advance payment or performance guaranties, each to the extent incurred by Borrower’s foreign Subsidiaries after the date hereof, provided, (i) there shall exist no Default the applicable foreign Subsidiary uses good faith efforts to utilize Lender or Event an Affiliate of DefaultLender to obtain such financing (considering all of the business circumstances involved) and it is determined to be impractical for the applicable foreign Subsidiary to obtain such financing from Lender or any of Lender’s Affiliates, whether utilizing Letters of Credit issued under this Agreement or otherwise; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the total aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds outstanding amount of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) incurred after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementthe date hereof does not exceed $5,000,000.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any Subsidiary toof its Restricted Subsidiaries to create, incur incur, assume or permit suffer to exist exist, any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as under the Loan Documents; (ii) (A) Capitalized Leases, and (B) purchase money Debt incurred by the Borrower or any Restricted Subsidiary to finance the acquisition, lease, construction, repair, replacement or improvement of fixed or capital assets; provided that (x) (i) such Debt is otherwise permitted under Section 10.3(g) and (B) incurred concurrently with or no later than 270 days after giving effect to the issuance of such Debtapplicable acquisition, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00lease, construction, repair, replacement or improvement, and (y) the aggregate amount of Debt incurred pursuant to this clause (ii) shall not exceed $30,000,000 at any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)one time outstanding; (biii) any Existing Debt and any Permitted Refinancing Debt in respect of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiarysuch Existing Debt; (civ) Debt existing as in respect of March 31Hedge Agreements designed to hedge against fluctuations in interest rates, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements commodity prices or currency exchange rates incurred in the ordinary course of business of negotiable instruments in the course of collectionand consistent with prudent business practice; (ev) Debt owed to the Borrower or any Subsidiary of the Borrower, which Debt shall be otherwise permitted under the provisions of Section 5.02(f); (vi) Toto the extent it constitutes Debt, Debt incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary representing pursuant to such agreements, in connection with acquisitions permitted by Section 5.02(f) or Transfers permitted by Section 5.02(e); provided that, in respect of any Debt incurred hereunder pursuant to agreements providing for indemnification in connection with Transfers permitted by Section 5.02(e), such Debt shall not exceed the portion amount of net cash proceeds received from such Transfers; (vii) Debt which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal, completion guarantees, export or import indemnities, customs and revenue bonds or similar instruments, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Loan Party in the ordinary course of business, including guarantees or obligations of any Loan Party with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed) or similar obligations incurred in the ordinary course of business; (viii) [reserved]Debt of the purchase price Loan Parties incurred under the Term Documents (and any Permitted Refinancing Debt in respect thereof) in an aggregate principal amount not to exceed the amount permitted under the ABL Intercreditor Agreement; (ix) Debt of property any Restricted Subsidiary outstanding on the date such Restricted Subsidiary was acquired by the Borrower or any of its Subsidiaries or assumed in connection with the acquisition of assets from a Person (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary that is secured became a Subsidiary of the Borrower or was otherwise acquired by Liens the Borrower) in an acquisition permitted by the provisions of Section 10.2(d); provided, however, that at no time may the 5.02(f) in an aggregate principal amount of such not to exceed $11,500,000 at any time outstanding; (x) Debt outstanding exceed thirty percent (30%) consisting of the Consolidated Net Worth deferred purchase price of acquisitions permitted under Section 5.02(f); (xi) other unsecured Debt of the Borrower and its Restricted Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (in an unlimited amount so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a))the Payment Conditions are satisfied and the Leverage Ratio, provided that as calculated on a pro forma basis after giving effect to the issuance thereofincurrence of such Debt, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no is less than 2.00 or equal to 1.0 3.00:1.00; (xii) Debt of a Restricted Subsidiary that is not a Loan Party in an aggregate principal amount not to exceed $11,500,000 at all times; any time outstanding; (xiii) Guaranteed Debt of any Loan Party in respect of Debt otherwise permitted under or not prohibited by this Section 5.02 (other than Debt permitted under Section 5.02(f)(xii)); (xiv) Debt arising in connection with endorsement of instruments for collection or deposit in the ordinary course of business; (xv) [reserved]; (xvi) Debt consisting of deferred purchase price or notes issued to officers, directors and employees to purchase equity interests (ivor options or warrants or similar instruments) of Parent (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature any direct or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00indirect holding company of Parent) in the an aggregate plus Twenty Million Dollars amount not to exceed $3,500,000 outstanding at any time; ($20,000,000.00xvii) of reimbursement obligations Debt incurred in connection with Non-Facility Letters the financing of Credit issued by a Bank or Banks or by insurance premiums in an amount not to exceed the annual premiums in respect thereof at any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existone time outstanding; and (ixviii) Debt arising under any Receivables Purchase and Sale Agreementin an aggregate principal amount outstanding not to exceed $20,000,000.

Debt. The Borrower Company will not, and will not permit any Subsidiary to, incur directly or permit to exist indirectly, create, incur, assume, guarantee, or otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept that: (a) the Company may become and remain liable with respect to the Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) the Company and its Subsidiaries may become and remain liable with respect to Debt of any Subsidiary outstanding pursuant to the Borrower or Credit Agreement in an aggregate outstanding principal amount not to exceed at any other Subsidiary, except to time of determination $7,000,000 under the extent limited by term loan portion and $15,000,000 under the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiaryrevolving credit portion; (c) the Company and its Subsidiaries may become and remain liable with respect to Debt existing incurred to refund the Debt outstanding under the Credit Agreement or any previous refunding thereof (any such Debt being referred to as "Refunding Debt") if (i) the principal amount of March 31such Refunding Debt does not exceed the principal amount of the Debt being refunded, 2010 (ii) the weighted average life to maturity of such Refunding Debt is not shorter than that of the Debt being refunded, and (iii) the rate or rates of interest applicable to such Refunding Debt does not exceed by more than 2% the interest rate or rates permitted to be charged under the Credit Agreement as reflected in effect on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loansdate hereof; (d) endorsements in the ordinary course Subsidiaries of business the Company may become and remain liable with respect to Guaranties of negotiable instruments in the course of collectionDebt permitted to be outstanding under the foregoing paragraphs (a), (b) and (c); (e) the Company may remain liable with respect to the Debt outstanding under the Junior Loan Agreements; (f) certain Subsidiaries may remain liable with respect to Debt outstanding on the date of this Agreement under certain settlement agreements with the Borrower or Internal Revenue Service in an aggregate amount not to exceed $4,800,000; (g) the Company and its Subsidiaries may remain liable with respect Debt outstanding on the date of this Agreement and referred to in Schedule 5.7; (h) the Company and any Subsidiary representing may become and remain liable with respect to Debt owing to the portion of Company or another Subsidiary; and (i) the purchase price of property acquired by the Borrower or such Subsidiary Company may become and remain liable with respect to Debt in addition to that is secured by Liens otherwise permitted by the foregoing provisions of Section 10.2(d); providedthis section 10.2, howeverincluding Debt incurred to finance capital expenditures and Debt in respect of Capitalized Leases, that at no time may so long as the aggregate principal amount of such additional Debt and Debt outstanding exceed thirty percent under the foregoing paragraphs (30%b), (c) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (iwithout duplication) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars (at any time of determination $350,000,000.00) in 30,000,000. For the aggregate plus Twenty Million Dollars ($20,000,000.00) purposes of reimbursement obligations this section 10.2, any Person becoming a Subsidiary after the date of this Agreement shall be deemed to have incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any all of its Subsidiariesthen outstanding Debt at the time it becomes a Subsidiary, so long as (i) and any Person extending, renewing or refunding any Debt shall be deemed to have incurred such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to at the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds time of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiariesextension, and (iii) after giving effect to such Debt, no Default renewal or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementrefunding.

Debt. The Neither the Borrower nor any of its Subsidiaries will notincur, and will not permit any Subsidiary tocreate, incur assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the NotesTerm Loan Notes or other Indebtedness arising under the Term Loan Documents (including, for the Facility Notesavoidance of doubt, or any Indebtedness arising from the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries exercise of the Borrower PIK Option) or any guaranty of or suretyship arrangement for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans the Term Loan Notes or advances by other Indebtedness arising under the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b);Term Loan Documents. (b) Debt accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of any Subsidiary Property or services) from time to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further , that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Term Loan Guaranty Agreement. (d) endorsements of negotiable instruments for collection in the ordinary course of collection;business. (e) other Debt not to exceed $10,000,000 in the aggregate at any one time outstanding. (f) Debt under any Senior Notes existing on the Effective Date or issued after the Effective Date, provided , that (i) at the time of incurring such Debt, (A) no Default has occurred and is then continuing, (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) and (C) the Borrower shall be in compliance with Section 9.01 on a pro forma basis (provided that solely with respect to this provision, reference to “December 31, 2018” in Section 9.01(b) will be replaced with “June 30, 2017”), and (D) the ratio of Total Debt to EBITDA for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination is no greater than 5.25 to 1.00; (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date; (iii) such Debt does not mature sooner than one year after the Maturity Date and (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Term Loan Documents. (g) Permitted Refinancing Debt (it being understood and agreed that a refinancing of a Debt under any RBL Facility will be governed by Section 9.02(j) and not this clause (g) ). (h) [Reserved]. (i) [Reserved]. (j) Debt under RBL Facilities in an aggregate principal amount not to exceed at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Borrower or any Subsidiary representing and Guarantors thereunder) the portion greater of: (i) the result of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may (A) $630,000,000 minus (B) the aggregate principal amount equal to the greater of (1) Borrowing Base reductions and (2) permanent reductions to the commitments, in each case, under the RBL Facilities, attributable to assets that are Disposed after the Effective Date (so long as the proceeds of such Dispositions are used to repay Debt outstanding exceed thirty percent under the RBL Facilities) plus (30%C) the aggregate amount equal to the lesser of (1) Borrowing Base increases and (2) permanent increases to the Consolidated Net Worth commitments, in each case, under the RBL Facilities, attributable to assets of the Borrower and its Subsidiaries after the Effective Date; provided, that in no event shall this clause (i) exceed $630,000,000; and (ii) the sum of (A) the most recently established Borrowing Base under the RBL Facilities plus (B) any or all of the following which is applicable (but without duplication): (1) the amount of any Borrowing Base Deficiency and (2) any Revolving Credit Exposures in excess of the Aggregate Maximum Credit Amounts (as defined in the RBL Credit Agreement in effect as of the applicable determination date; (fdate hereof) Debt evidenced by Senior Notes; (g) additional Debt resulting from a reduction of the Borrower, and additional Debt Aggregate Maximum Credit Amounts (as defined in the RBL Credit Agreement in effect as of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(athe date hereof)), ; provided that after giving pro forma effect to any such Debt to be incurred on any date of determination (other than any Debt under any RBL Facility incurred in exchange for, or proceeds of which are used to replace or refinance, all or any Debt outstanding under any other RBL Facility), the issuance thereof, Borrower’s ratio of First Lien Debt to EBITDA (ias such ratio is recomputed on such date of determination using (a) there shall exist no Default or Event First Lien Debt outstanding on such date of Default; determination and (iib) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT EBITDA for the four fiscal quarters most recently ended ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available) shall not be greater than: (i) 3.50 to pro forma Cash Interest Expense for 1.00, at any time during the following four period from and including the Effective Date through December 31, 2016, (ii) 3.25 to 1.00, at any time during the fiscal quarters shall be no less than 2.00 quarter ending ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) 3.00 to 1.0 1.00, at all times; any time during the fiscal quarter ending June 30, 2017 and (iv) (A) such Debt shall have a final maturity 2.50 to 1.00, at any time on or mandatory redemption dateafter July 1, as 2017. Notwithstanding the case may beforegoing, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to if the Borrower exercisableis not permitted to incur Debt under RBL Facilities based on the ratios of First Lien Debt to EBITDA set forth above, or sinking fund or other similar mandatory principal payment provisions that require payments it may borrow up to be made toward principal, prior $30 million at any time outstanding under RBL Facilities if needed to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution;meet temporary working capital needs. (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (ik) Debt arising under any Receivables Purchase in respect of Secured Swap Obligations and Sale AgreementSecured Cash Management Obligations.

Debt. The Borrower will notContract, and will not permit any Subsidiary tocreate, incur incur, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notesor permit any of its Material Subsidiaries to contract, the Facility Notescreate, incur, assume or the Facility Letter of Credit Obligationssuffer to exist any Debt, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as except for (i) Debt under this Agreement and the other Loan Documents; (ii) (x) Surviving Debt and any Permitted Refinancing thereof and (y) Debt in respect of Panhandle Eastern and/or any Receivables Facility in an aggregate principal amount not to exceed €170,000,000 (or the equivalent amount in Dollars); (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of its Subsidiariesany overdrafts and related liabilities arising from treasury, so long as depository and cash management services or in connection with any automated clearing house transfers of funds; (v) guarantees of Debt otherwise permitted under this Agreement or non-recourse Debt in respect of Investments in joint ventures permitted under Section 5.02(f)(ix) or Section 5.02(f)(xv) provided that (A) if such Debt is otherwise permitted under Section 10.3(g) secured, after giving pro forma effect thereto, the Availability Condition shall be satisfied and (B) after giving effect to the issuance of if such DebtDebt is unsecured, the ratio of pro forma Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries Fixed Charge Coverage Ratio is at least 1.0:1.0; (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (bvi) Debt of any Subsidiary to Foreign Subsidiaries provided that (A) if such Debt is secured, after giving pro forma effect thereto, the Borrower or any other SubsidiaryAvailability Condition shall be satisfied and (B) if such Debt is unsecured, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; pro forma Consolidated Fixed Charge Coverage Ratio is at least 1.0:1.0; (cvii) Debt existing as constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (iii) above and including any such Debt or Capitalized Lease obligations assumed in connection with a Permitted Acquisition); provided that, at the time of March 31incurrence of such Debt and after giving pro forma effect thereto, 2010 as reflected on financial statements delivered under Section 7.2(bthe Availability Condition shall be satisfied; (viii) and refinancings thereof other than (x) Debt that has been refinanced by the proceeds in respect of Loans; (d) endorsements Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (y) Debt arising under the Credit Card Program; (ix) indebtedness which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of negotiable instruments Default; (x) indebtedness in respect of netting services, customary overdraft protections and otherwise in connection with deposit accounts in the ordinary course of collection; business; (exi) payables owing to suppliers in connection with the Tooling Program, (xii) Debt representing deferred compensation to employees of the Borrower or any Subsidiary representing other Loan Party incurred in the portion ordinary course of the purchase price of property acquired business; (xiii) Debt incurred by the Borrower or such Subsidiary that is secured any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case limited to indemnification obligations or obligations in respect of purchase price, including Earn-Out Obligations or similar adjustments; (xiv) Debt consisting of the financing of insurance premiums in the ordinary course of business; (xv) Debt supported by Liens permitted by a Letter of Credit in a principal amount not to exceed the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal face amount of such Debt outstanding exceed thirty percent Letter of Credit; (30%xvi) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Subordinated Debt of the BorrowerLoan Parties provided that after giving pro forma effect thereto, and additional the pro forma Consolidated Fixed Charge Coverage Ratio is at least 1.0:1.0; (xvii) secured Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (not otherwise permitted hereunder so long as such additional after giving pro forma effect thereto, the Availability Condition is satisfied; (xviii) Debt incurred in connection with the issuance of Panhandle Eastern and/or the Senior Notes (the “Senior Notes Debt”)(and any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(aPermitted Refinancings thereof); (xix) Debt assumed in connection with any Permitted Acquisition (and any Permitted Refinancings thereof), provided that (1) such Debt was not incurred in contemplation of such Permitted Acquisition, (2) the only obligors with respect to any Debt incurred pursuant to this clause (xix) shall be those Persons who were obligors of such Debt prior to such Permitted Acquisition (and any other Person that would have been required to become an obligor under the terms of such Debt), and (3) both immediately prior and after giving effect to the issuance thereofthereto, (i) there no Default shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all timesresult therefrom; (iiixx) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to incurred by the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, Subsidiaries to finance any Permitted Acquisition (and any Permitted Refinancings thereof); (xxi) unsecured Debt not otherwise permitted hereunder so long as (i) the Consolidated Fixed Charge Coverage Ratio is at least 1.0:1.0 on a pro forma basis as at the end of the trailing four Fiscal Quarters most recently ended immediately prior to the incurrence of such Debt is (calculated as if such Debt had been incurred at the beginning of such period) (and any Permitted Refinancings thereof); (xxii) Debt owed to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any other Subsidiary Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business; and (xxiii) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the Borrower (other than Panhandle Eastern and its Subsidiariespurchase prices of an asset to satisfy unperformed obligations of the seller of such asset. Notwithstanding anything contained herein to the contrary, to the extent that any Loan Party incurs Debt secured by any Non-ABL Collateral in accordance with this Section 5.02(b), (ii) the proceeds Collateral Agent, on behalf of the Secured Parties, shall be granted a second-priority lien in such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale AgreementNon-ABL Collateral.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any Subsidiary toof its Restricted Subsidiaries to create, incur incur, assume or permit suffer to exist exist, any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt in the case of Panhandle Eastern and/or any of its Subsidiaries, so long as the Borrower, (A) such Debt is otherwise permitted under Section 10.3(g) and owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) unsecured Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of negotiable instruments the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Administrative Agent demonstrating such compliance and (II) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of collectionbusiness (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Administrative Agent demonstrating such compliance, (II) such unsecured Debt ranks junior to or pari passu with the Facilities, (III) such unsecured Debt matures, and does not begin to amortize until, more than six months after the latest Termination Date for all Facilities and (IV) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (eii) in the case of any Restricted Subsidiary of the Borrower, (A) Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower and (B) Debt in the form of a Guaranty of Debt otherwise permitted under this Section 5.02(b); and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower or any Subsidiary representing and Restricted Subsidiaries incurred solely to finance capital expenditures for the portion development of the purchase price of property acquired by the Borrower or such Subsidiary that is Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by the provisions of Section 10.2(d5.02(a)(iv); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.,

Debt. The Borrower will notNot, and will not permit any Subsidiary other Loan Party to, incur create, incur, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by Obligations under this Agreement and the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Loan Documents; (b) Debt of any Subsidiary Guarantor owing to the Borrower Company or to any other Subsidiary, except Guarantor; provided that to the extent limited such Debt shall be evidenced by any note or instrument, such instrument shall be a demand note in form and substance reasonably satisfactory to the terms of Section 10.4(b)Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and Debt the obligations under such demand note shall be subordinated to the Obligations of the Borrower Company hereunder in a manner reasonably satisfactory to any Subsidiarythe Administrative Agent; (c) Debt existing Subordinated Debt, provided that (A) immediately before and after (on a pro forma basis acceptable to the Administrative Agent and supported by such certificates required by the Administrative Agent) the incurrence of any such Subordinated Debt, no Unmatured Event of Default or Event of Default shall exist and the Company shall be in pro forma compliance with all financial and other covenants contained herein as of March 31the date of incurrence of such Subordinated Debt and for the following year and (B) all agreements, 2010 as reflected on financial statements documents and instruments relating to such Subordinated Debt shall have been delivered under Section 7.2(b) to and refinancings thereof other than Debt that has been refinanced approved by the proceeds Administrative Agent and the Required Lenders prior to the incurrence of Loanssuch Subordinated Debt; (d) endorsements Hedging Obligations; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased (and as such amount is reduced from time to time) and no modifications of the terms thereof which are less favorable to the Company or more restrictive on the Company in any material manner shall be permitted; (f) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (g) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4; (h) Earnouts with respect to Permitted Acquisitions made by the Company; (i) Trade accounts payable and accrued expenses arising in the ordinary course which are current or past due only in an amount which is not material in the aggregate for the Company and its Subsidiaries on a consolidated basis, or which are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the books of the Company; (j) Debt which is non-recourse to the Company or its Subsidiaries, provided that the aggregate amount of such non-recourse Indebtedness does not exceed $10,000,000 and such non-recourse terms and the other terms of such financing are acceptable to the Administrative Agent; (k) Debt incurred to finance insurance premiums in the ordinary course of business consistent with past practices of negotiable instruments in the course of collectionCompany; (el) Debt of Subsidiaries and Joint Ventures which are not Guarantors owing to the Borrower Company or any Subsidiary representing a Guarantor not exceeding an aggregate amount equal to the portion book value of the purchase price three percent (3%) of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d)Total Assets; provided, however, that at no time may the aggregate principal amount of any such Debt outstanding exceed thirty shall reduce, dollar for dollar, the available transactions permitted by Section 11.6(g); (m) Debt represented by the subtraction of Adjusted Off-Balance Sheet Liabilities from Off-Balance Sheet Liabilities; (n) Debt (other than Debt to the Principals) other than as described in clauses (a) through (m) above and (p) below not exceeding an aggregate amount equal to the book value of three percent (303%) of the Consolidated Net Worth Total Assets, provided that not more than 50% of the Borrower and its Subsidiaries as of the applicable determination dateDebt incurred or otherwise outstanding pursuant to this clause (n) may be secured by Permitted Liens; (fo) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is which may otherwise be permitted under pursuant to Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist11.6; and (ip) Debt arising under any Receivables Purchase and Sale Agreementfrom Ordinary Course Capital Leases.

Debt. The Neither the Borrower will not, and will not permit nor any Subsidiary towill incur, incur create, assume or permit to exist any Debt, except: (a) Debt evidenced by the Notes, Notes or other Obligations or any guaranty of or suretyship arrangement for the Facility Notes, Notes or the Facility Letter of Credit other Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other SubsidiarySecond Lien Notes, except to the extent limited by the terms of Section 10.4(b)Senior Unsecured Notes, and Debt of the Borrower to existing on the Closing Date which is reflected in the Financial Statements or is disclosed in SCHEDULE 9.01, and any Subsidiaryrenewals or extensions or refinancings (but not increases) thereof; (c) Debt existing as accounts payable (for the deferred purchase price of March 31, 2010 as reflected on financial statements delivered under Section 7.2(bProperty or services) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under capital leases (as required to be reported on the financial statements of negotiable instruments the Borrower pursuant to GAAP) not to exceed $100,000.00 in the course of collectionaggregate at any time outstanding; (e) Debt associated with bonds or surety obligations required by contract or by Governmental Requirements in connection with the operation of the Borrower or any Subsidiary representing Oil and Gas Properties, in the portion ordinary course of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such business; (f) Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as under Hedging Agreements, but only if (i) the provider of the applicable determination date; Hedging Agreements is a Lender or an unsecured counterparty acceptable to the Agent; (fii) Debt evidenced the total notional volume attributable to such Hedging Agreement, if it is a Hedging Agreement with respect to Hydrocarbon Interests, does not exceed more than seventy-five percent (75%) of scheduled proved producing net production quantities in any period, (iii) if the Hedging Agreement is an interest rate hedge, the notional principal amount shall not exceed more than seventy-five percent (75%) of Loans outstanding to the Borrower, provided, however, at no time shall Borrower fail to maintain (x) a Hedging Agreement on fifty percent (50%) of proved producing volumes projected to be produced over the next 12 months after the Closing Date, and thereafter on a rolling 12-month basis until the Maturity Date; and (y) a Hedging Agreement on twenty-five (25%) of proved producing production volumes projected to be produced over the 13th through the 24th months after the Closing Date, on a rolling 12-month basis; and (z) provided, further, that Agent, in its discretion, may require the Borrower to hedge a percentage of projected production volumes determined by Senior Notes;the Agent in its sole discretion, on terms acceptable to the Agent, whenever Borrower has Loans and LC Exposure under this Agreement in excess of seventy percent (70%) of the Borrowing Base available for general corporate purposes; and (g) additional any guaranty of Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement9.01.

Debt. The Neither the Borrower (nor following the Parent MLP IPO, the Parent MLP) nor any Restricted Subsidiary will notincur, and will not permit any Subsidiary tocreate, incur assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notes, Notes or other Indebtedness arising under the Facility Notes, Loan Documents or any guaranty of or suretyship arrangement for the Facility Letter of Credit Obligations, Notes or outstanding other Indebtedness arising under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Loan Documents; (b) Debt of any Subsidiary to the Borrower and its Restricted Subsidiaries existing on the Closing Date that is reflected in the Financial Statements or any other Subsidiary, except to the extent limited by the terms of Section 10.4(bon Schedule 9.02(b), and Debt of the Borrower to any Subsidiaryrefinancings, renewals or extensions (but not increases) thereof; (c) Debt existing as accounts payable (for the deferred purchase price of March 31, 2010 as reflected on financial statements delivered under Section 7.2(bProperty or services) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Capital Leases (as required to be reported on the financial statements of negotiable instruments in the course of collectionBorrower pursuant to GAAP) not to exceed $5,000,000; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (f) intercompany Debt among the Borrower, the Parent MLP and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or any Subsidiary representing the portion one of the Guarantors, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guarantee Agreement; (g) endorsements of negotiable instruments for collection in the ordinary course of business; (h) purchase price money Debt in respect of property acquired by the Borrower (or such Subsidiary following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries; provided that is the aggregate principal or face amount of all Debt secured by Liens permitted by the provisions of under this Section 10.2(d)9.02(h) shall not exceed $5,000,000 at any time; (i) Permitted Subordinate Debt; provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or contemporaneously with any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, or incurrence thereof (i) there the Borrowing Base shall exist no Default or Event of Default; be automatically reduced pursuant to and in accordance with Section 2.08(f) and (ii) the ratio of Consolidated Total Indebtedness Borrower shall make any mandatory prepayment required by Section 2.07(b)(iii), if applicable; (j) Permitted Senior Debt; provided, that immediately prior to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for issuance or incurrence thereof the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt Mortgaged Properties shall have a final maturity or mandatory redemption date, as the case may be, no earlier PV9% of not less than the Maturity Date and shall mature required Minimum Collateral Value; provided further, contemporaneously with any issuance or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as incurrence thereof (i) such Debt is the Borrowing Base shall be automatically reduced pursuant to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern accordance with Section 2.08(f) and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and Borrower shall make any mandatory prepayment required by Section 2.07(b) (iii), if applicable; (k) after giving effect other Debt not to such Debt, no Default or Event of Default shall existexceed $10,000,000 in the aggregate at any one time outstanding; and (il) the Preferred Stock. provided, however that notwithstanding the forgoing, no Designated Borrowing Base Entity that is not a Guarantor may incur, create, assume or suffer to exist any Debt arising other than Debt under any Receivables Purchase Sections 9.02(a), (c), (e) and Sale Agreement(g).

Debt. The Borrower will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, incur at any time create, incur, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt under the Loan Documents or in respect of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and Obligations; (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any Debt (including, without limitation, letters of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (bcredit) Debt on account of any Subsidiary demand, request or requirement of any Official Body for any surety bond, letter of credit or other financial assurance pursuant to the Borrower any Mining Laws, Reclamation Laws or Environmental Health and Safety Laws, or any other Subsidiaryrelated Permit, except to the extent limited by the terms of Section 10.4(b)in each case, and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of negotiable instruments in money or the course obtaining of collectionadvances; (eiii) Debt of the Borrower constituting (A) unsecured senior or senior subordinated debt securities, (B) debt securities that are secured by a Lien ranking junior to the Liens securing the Obligations or (C) debt securities that are secured by a Lien ranking pari passu with the Liens securing the Obligations in an aggregate principal amount, which when all amounts under clauses (A), (B) and (C) above are added to the aggregate principal amount of all the other Incremental Debt outstanding does not exceed the Incremental Debt Cap (such Debt, the “Incremental Notes”); provided that (1) with respect to Debt of the Borrower incurred under clause (C) hereof, (x) the final stated maturity of such Debt shall not be sooner than the Latest Maturity Date at the time such Incremental Notes are issued, (y) the Weighted Average Life to Maturity of such Debt is greater than or equal to the Weighted Average Life to Maturity of each Class of Term Loans then in effect and (z) such Debt shall not be subject to any mandatory prepayment, repurchase or redemption provisions, unless the prepayment, repurchase or redemption of such Debt is accompanied by the prepayment of a pro rata portion of the outstanding principal of the Term Loans hereunder pursuant to Section 5.06 hereof, (2) with respect to Debt of the Borrower incurred under clause (A) or (B) hereof, (x) the final stated maturity of such Debt shall not be sooner than the Latest Maturity Date at the time such Incremental Notes are issued, (y) the Weighted Average Life to Maturity of such Debt is greater than the Weighted Average Life to Maturity of each Class of Term Loans then in effect and (z) such Debt does not have scheduled amortization or payments of principal and shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than pursuant to customary asset sale, event of loss, excess cash flow (provided that such excess cash flow sweep does not require the application of any excess cash flow that would otherwise be required to be applied to the prepayment of the Term Loans pursuant to Section 5.06(b)(iv) hereof) or change of control prepayment provisions and a customary acceleration right after an event of default, in each case, to the extent permitted under Section 8.02(i)), in each case prior to the Latest Maturity Date at the time such Debt is incurred, (3) no Default or Event of Default (or no Default or Event of Default under Section 9.01(a), 9.01(k) or 9.01(l) in the event that such Incremental Notes are used to fund a Limited Condition Acquisition) shall have occurred or be continuing at the time of occurrence of such Debt or would result therefrom, (4) to the extent secured, (x) such Debt shall not be secured by a Lien on any asset of the Borrower and its Subsidiaries that does not also secure the Obligations and (y) such Debt shall be subject to a pari passu or junior lien intercreditor agreement, as applicable, on terms reasonably acceptable to the Administrative Agent, (5) to the extent guaranteed, such Debt shall not be guaranteed by a Subsidiary that is not a Guarantor of the Obligations (and, for the avoidance of doubt, the guarantee of such Debt in accordance with this clause (iii) is permitted) and (6) to the extent subordinated, such Debt must be on subordination terms reasonably satisfactory to the Administrative Agent; (iv) Debt of the Borrower constituting (A) unsecured senior or senior subordinated debt securities, (B) debt securities that are secured by a Lien ranking junior to the Liens securing the Obligations or (C) debt securities that are secured by a Lien ranking pari passu with the Liens securing the Obligations in an aggregate principal amount, which constitutes a Permitted Refinancing of some or all of the Term Loans incurred hereunder and has an aggregate principal amount which does not exceed the principal amount of the Term Loans hereunder which are being so refinanced except with respect to any Permitted Refinancing Increase (such Debt, the “Refinancing Notes”); provided that (1) with respect to Refinancing Notes incurred under clause (C) hereof, (x) the final stated maturity of such Refinancing Notes shall not be sooner than the maturity date of the Term Loans being refinanced, (y) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans being refinanced and (z) such Refinancing Notes shall not be subject to any mandatory prepayment, repurchase or redemption provisions, unless the prepayment, repurchase or redemption of such Debt is accompanied by the prepayment of a pro rata portion of the outstanding principal of the Term Loans hereunder pursuant to Section 5.06 hereof, (2) with respect to Refinancing Notes incurred under clause (A) or (B) hereof, (x) the final stated maturity of such Refinancing Notes shall not be sooner than the maturity date of the Term Loans being refinanced, (y) the Weighted Average Life to Maturity of such Refinancing Notes is greater than the Weighted Average Life to Maturity of the Term Loans being refinanced and (z) such Refinancing Notes do not have scheduled amortization or payments of principal and shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than pursuant to customary asset sale, event of loss, excess cash flow (provided that such excess cash flow sweep does not require the application of any excess cash flow that would otherwise be required to be applied to the prepayment of the Term Loans pursuant to Section 5.06(b)(iv) hereof) or change of control prepayment provisions and a customary acceleration right after an event of default, in each case, to the extent permitted under Section 8.02(i)), in each case prior to the Latest Maturity Date at the time such Refinancing Notes are incurred, (3) no Default or Event of Default shall have occurred or be continuing at the time of occurrence of such Refinancing Notes or would result therefrom, (4) to the extent secured, (x) such Debt shall not be secured by a Lien on any asset of the Borrower and its Subsidiaries that does not also secure the Obligations and (y) such Debt shall be subject to a pari passu or junior lien intercreditor agreement, as applicable, on terms reasonably acceptable to the Administrative Agent, (5) to the extent guaranteed, such Debt shall not be guaranteed by a Subsidiary that is not a Guarantor of the Obligations (and, for the avoidance of doubt, the guarantee of such Debt in accordance with this clause (iv) is permitted), (6) to the extent subordinated, such Debt must be on subordination terms reasonably satisfactory to the Administrative Agent and (7) the proceeds of such Refinancing Notes (other than proceeds of such Refinancing Notes that are used to fund a Permitted Refinancing Increase (as set forth in clauses (a) and (b) of the definition of such term) in connection with such Refinancing Notes) shall be applied, on a dollar-for-dollar basis, substantially concurrently with the incurrence thereof, to the prepayment of the Term Loans being refinanced; (v) (A) Debt of any Loan Party payable to any other Loan Party (including Disqualified Equity Interests issued to any Loan Party), it being understood and agreed that such Debt (other than Disqualified Equity Interests) is subordinated to the Obligations of the Loan Parties under the Loan Documents, (B) Debt of any Non-Guarantor Subsidiary payable to any other Non-Guarantor Subsidiary, (C) loans or guaranties from any Non-Guarantor Subsidiary to any Loan Party, it being understood and agreed that such Debt is subordinated to the Obligations of the Loan Parties under the Loan Documents, and (D) Debt of any Non-Guarantor Subsidiary payable to any Loan Party to the extent such Debt would constitute a permitted Investment under Section 8.02(k)(xvi); (vi) Debt of the Borrower and its Subsidiaries existing on the Closing Date and included on Schedule 8.02(a) and any Permitted Refinancings thereof; (vii) Debt of the Borrower or any Subsidiary representing the portion of the purchase price Borrower under a letter of property acquired by credit facility in an aggregate face amount, when combined with the aggregate amount of Debt permitted pursuant to Section 8.02(a)(xi), not to exceed in the aggregate the greater of $300,000,000 and 16.50% of Consolidated Net Tangible Assets so long as: (A) the purpose of such facility is to provide letters of credit necessary in the business of the Borrower or and its Subsidiaries, including without limitation to secure surety and other bonds, and (B) such Subsidiary that Debt, if secured, is only secured by Liens as permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent clause (30%xii) of the Consolidated Net Worth definition of Permitted Liens (a “Permitted Secured Letter of Credit Facility”); (viii) Debt or other obligations of the Borrower and its Subsidiaries in respect of any capital lease (as determined in accordance with GAAP) or Debt of the applicable determination dateBorrower and its Subsidiaries secured by Purchase Money Security Interests so long as the aggregate amount for the Borrower and its Subsidiaries of all Debt and other obligations permitted by this clause (viii) shall not exceed, at any time outstanding the greater of $150,000,000 and 8.25% of Consolidated Net Tangible Assets; (fix) Debt evidenced (x) of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) in connection with any Permitted Acquisition or Permitted Joint Venture or Debt of any Person that is assumed by Senior Notesthe Borrower any Subsidiary in connection with any Permitted Acquisition or Permitted Joint Venture; provided that (i) such Debt was not incurred in contemplation of such Permitted Acquisition or Permitted Joint Venture and (ii) immediately prior and after giving pro forma effect to the assumption of such Debt, the Total Net Leverage Ratio is no greater than 3.00:1.00 as if such Debt was assumed at the beginning of the most recent four consecutive fiscal quarters ending prior to such assumption for which consolidated financial statements of the Borrower have been (or were required to be) delivered to the Administrative Agent pursuant to Section 8.03(a) or (b) or (y) constituting a Permitted Refinancing of the foregoing; (gx) additional subject to Section 8.02(k) and Section 8.02(n), Debt of any Bonding Subsidiary payable to the Borrower, and additional ; (xi) Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; the Securitization Subsidiaries pursuant to Permitted Receivables Financings and (ii) the ratio Loan Parties pursuant to an ABL Credit Agreement, and any Permitted Refinancing thereof, in an aggregate principal amount that, when combined with the aggregate amount of Debt permitted pursuant to Section 8.02(a)(vii), does not exceed in the aggregate the greater of $300,000,000 and 16.50% of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; Net Tangible Assets; (iiixii) Debt (i) in respect of Hedging Transactions entered into in the ratio ordinary course of EBDIT for business consistent with past practice or (ii) arising from the four fiscal quarters most recently ended to pro forma Cash Interest Expense for honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or other cash management services including, but not limited to, treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements, in each case entered into or arising in the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and ordinary course of business; (ivxiii) Debt (Aincluding any Permitted Refinancing thereof) such secured by Liens permitted by clause (xiv) of the definition of Permitted Liens; (xiv) Guaranties in respect of Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date otherwise permitted hereunder; (as so extendedxv) and shall be subject to no mandatory redemption or “put” Debt relating to the Borrower exercisable, or sinking fund or financing of insurance policy premiums; (xvi) other similar mandatory Debt in an aggregate principal payment provisions amount not to exceed the greater of $50,000,000 and 2.75% of Consolidated Net Tangible Assets; provided that require payments to be made toward principal, prior to such Maturity Date the amount of Debt permitted by this clause (as so extended); or (Bxvi) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt that is secured shall not exceed Three Hundred Fifty Million Dollars (the greater of $350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) 25,000,000 and 1.25% of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existConsolidated Net Tangible Assets; and (ixvii) Debt arising under of Non-Guarantor Subsidiaries which, when combined with the aggregate amount of Investments permitted pursuant Section 8.02(k)(xvi), does not exceed at any Receivables Purchase one time the greater of $10,000,000 and Sale Agreement0.50% of Consolidated Net Tangible Assets.

Debt. The Borrower will notnot create, and will not permit any Subsidiary toincur, incur assume or permit suffer to exist any Debt, except:except (without duplication): (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or Borrower under the Loan Documents; (ii) Debt of Borrower under the Working Capital Financing Documents; provided, that the sum of commitments available to be drawn together with loans and advances made under such Working Capital Financing Documents shall not exceed $90,000,000 at any time; and (iii) Debt of its SubsidiariesBorrower under the Initial Bonds issued pursuant to the Muni Bond Financing and the Muni Bond Loan Agreement; provided, so long as that, the following conditions shall be met: (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate initial stated principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of Initial Bonds and the Borrower and its Subsidiaries as of loans under the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization Muni Bond Loan Agreement shall be no greater than 0.65 to 1.00 at all times; $250,000,000; (iiiB) the ratio maturity date, mandatory tender date, or any other analogous term requiring redemption of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for Initial Bonds and payoff of the following four fiscal quarters loans under the Muni Bond Loan Agreement shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (iC) any collateral pledged as security under the Muni Bond Financing shall also be pledged to the Collateral Agent (for the benefit of the Secured Parties) on the Muni Bond Issuance Date and shall be subject, at all times, to a first-priority perfected Lien in favor of the Collateral Agent (for the benefit of the Secured Parties); and (D) the definitive documentation governing the Muni Bond Financing shall be in form and substance acceptable to the Administrative Agent (acting at the direction of the Required Lenders). (iv) Debt arising under (to the extent constituting such) of Borrower in respect of the Macquarie Supply and Offtake Agreements and any Receivables Purchase and Sale Agreement.Replacement Inventory Financing Facility; provided that, in no event shall the Debt in respect of any Replacement Inventory Financing Facility incurred pursuant to this subclause (iv) exceed the Replacement Inventory Financing Facility Cap; ​

Debt. (a) The Borrower will not, and will not permit any Subsidiary of its Consolidated Subsidiaries to, incur create, incur, assume or permit suffer to exist exist, any Debt, exceptDebt other than: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or the Borrower under the Loan Documents; (ii) unsecured Debt owing by the Borrower to any Consolidated Subsidiary; (iii) unsecured Debt owing by any Consolidated Subsidiary to the Borrower or any other Consolidated Subsidiary; (iv) Debt (other than Derivative Obligations) of its Consolidated Subsidiaries, so long as (A) no Default or Event of Default exists on the date such Debt is incurred or would result from the incurrence of such Debt, and (B) the aggregate amount of such Debt does not exceed fifteen percent (15%) of Net Worth as of the last day of the fiscal quarter most recently ended prior to the date of incurrence for which financial statements are available; (v) Debt (other than Derivative Obligations) of the Borrower, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) not Guaranteed by any loans or advances by the Borrower to Panhandle Eastern and/or any Subsidiary of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited permitted by the terms of Section 10.4(b)paragraph (iv) above, and (B) no Default or Event of Default exists on the date such Debt is incurred or would result from the incurrence of such Debt; and (vi) Derivative Obligations of the Borrower and its Consolidated Subsidiaries, so long as (A) no Default or Event of Default exists on the date such Derivative Obligations are incurred or would result from the incurrence thereof and (B) the aggregate amount of such Derivative Obligations does not exceed ten percent (10%) of Net Worth as of the last day of the fiscal quarter most recently ended prior to any Subsidiary;the date of incurrence for which financial statements are available. (cb) The Borrower will not permit any Excluded Affiliate to create, incur, assume or suffer to exist any Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than unless the agreements evidencing or providing for such Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of do not provide for recourse against the Borrower or any Subsidiary representing of its Consolidated Subsidiaries, or any of their respective assets, for the portion payment of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d)Debt; provided, however, that at no time may the aggregate principal amount of foregoing shall not apply to any such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries an Excluded Affiliate that is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued covered by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to Guaranty from the Borrower or any other a Consolidated Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiariesthat constitutes Debt permitted by Section 6.01(a), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.

Debt. The Borrower will not, and will not permit any Subsidiary other Credit Party to, incur directly or permit to exist indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept for: (a) Debt evidenced by incurred under the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Financing Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1; (c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, (iii) Borrower to its Subsidiaries that are Wholly-Owned Subsidiaries to fund working capital requirements of such Subsidiaries in the Ordinary Course of Business, or (iv) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary to permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collectionSubsidiary permitted hereunder; (e) Debt of the Borrower or any Subsidiary representing incurred to finance the portion acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the purchase price acquisition of property acquired by the Borrower any such assets or such Subsidiary that is secured by Liens permitted by a Lien on any such assets prior to the provisions acquisition thereof, and extensions, renewals and replacements of Section 10.2(d)any such Debt that do not increase the outstanding principal amount thereof; provided, however, provided that at no time may the aggregate principal amount of such Debt outstanding permitted by this clause (e) shall not exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date$1,000,000 at any time outstanding; (f) Debt evidenced by Senior NotesDebt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) additional Debt of the Borrowerin an amount not to exceed $15,000,000 under a Conforming RBL and any refinancings, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a))refundings, renewals or extensions thereof; provided that after giving effect to (a) the issuance thereofobligors under such refinancing, (i) there shall exist no Default refunding, renewal or Event of Default; extension remain the same as immediately before such transaction or otherwise any new obligor becomes a Guarantor hereunder and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (Ab) such Debt shall have refinancing, refunding, renewal or extension is for a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionConforming RBL; (h) additional Debt of Trunkline LNG Holdings any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or any of its Subsidiaries, so long as in connection with such Person becoming a Subsidiary; (i) such [reserved]; (j) Debt is incurred to Trunkline LNG Holdings and/or any finance the acquisition of its Subsidiaries only and is not recourse in any respect to equipment, provided that the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds amount of such Debt is used solely does not exceed the purchase price of such equipment; (k) other unsecured Debt in an aggregate principal amount not exceeding $1,000,000 at any time outstanding; (l) any Contingent Obligation permitted by Section 5.3; (m) [reserved]; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to finance capital expenditures the extent that such letters of Trunkline LNG Holdings and/or its Subsidiariescredit and bank guaranties are fully cash collateralized, and in an aggregate principal amount not exceeding $5,100,000 at any time outstanding; (iiip) after giving effect Debt incurred pursuant to such Debt, no Default or Event any unsecured note issued to a holder of Default shall existan “Allowed Class 2B Claim” (as defined in the Chapter 11 Plan); and (iq) Debt arising under any Receivables Purchase and Sale Agreementincurred to finance insurance premiums if the amount financed does not exceed the premium payable for the current policy period.

Debt. The Borrower will not, and will not permit any Subsidiary other Credit Party to, incur directly or permit to exist indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept for: (a) Debt evidenced by under the Notes, the Facility Notes, or the Facility Financing Documents and Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Liabilities; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1 and any extensions, renewals or replacements of any Subsidiary to such Debt, provided that such extension, renewal or replacement does not increase the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiaryoutstanding principal amount thereof; (c) Intercompany Debt existing arising from loans made by (i) Borrower to its Restricted Subsidiaries that are Wholly-Owned Subsidiaries to fund working capital requirements of such Restricted Subsidiaries in the Ordinary Course of Business, or (ii) any Restricted Subsidiary that is a Wholly-Owned Subsidiary of Borrower to Borrower; provided, however, that upon the request of Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to Administrative Agent, and the sole originally executed counterparts of which shall be pledged and delivered to Administrative Agent, for the benefit of Administrative Agent and Lenders, as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by security for the proceeds of LoansObligations; (d) endorsements in the ordinary course Guarantees by Borrower of business Debt of negotiable instruments in the course any Restricted Subsidiary permitted hereunder and by any Restricted Subsidiary of collectionDebt of Borrower or any other Restricted Subsidiary permitted hereunder; (e) Debt of the Borrower or any Subsidiary representing incurred to finance the portion acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the purchase price acquisition of property acquired by the Borrower any such assets or such Subsidiary that is secured by Liens permitted by a Lien on any such assets prior to the provisions acquisition thereof, and extensions, renewals and replacements of Section 10.2(d)any such Debt that do not increase the outstanding principal amount thereof; provided, however, provided that at no time may the aggregate principal amount of such Debt outstanding permitted by this clause (e) shall not exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date$5,000,000 at any time outstanding; (f) Debt evidenced by Senior NotesDebt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) additional Non-Recourse Debt of the Borrower, and additional Debt of Panhandle Eastern and/or in an aggregate principal amount not to exceed $25,000,000 at any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), time outstanding; provided that Borrower shall not incur any Non-Recourse Debt after giving effect the Closing Date without Administrative Agent’s prior written consent to the issuance thereofrelevant documentation establishing or evidencing the non-recourse nature and amount of such Non-Recourse Debt, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt which consent shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionbe unreasonably withheld; (h) additional Debt of Trunkline LNG Holdings any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or any of its Subsidiaries, so long as in connection with such Person becoming a Subsidiary; (i) such Permitted Securities; (j) Debt is incurred to Trunkline LNG Holdings and/or any finance the acquisition of its Subsidiaries only and is not recourse in any respect to equipment, provided that the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds amount of such Debt is used solely to finance capital expenditures does not exceed the purchase price of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existequipment; and (ik) other unsecured Debt in an aggregate principal amount not exceeding $3,000,000 at any time outstanding; (l) any Contingent Obligation permitted by Section 5.3; and (m) Debt arising incurred under any Receivables Purchase and Sale AgreementBonds.

Debt. The Borrower Such Obligor will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, incur incur, create, assume or permit to exist any Debt, except: (a) Debt evidenced by the Notes, Loans and any other Obligations and any guaranty of or suretyship arrangement for the Facility Notes, Loans or the Facility Letter of Credit any other Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to (including unfunded commitments) existing on the Borrower or any other Subsidiary, except to Effective Date which is reflected in the extent limited by the terms of Section 10.4(b), and Debt financial statements of the Borrower to for the Fiscal Year ended December 31, 2010 or disclosed in Schedule 9.01, including the Existing Senior Notes, and any SubsidiaryPermitted Refinancing Debt in respect of any of the foregoing; (c) Debt existing as accounts payable (for the deferred purchase price of March 31, 2010 as reflected on financial statements delivered under Section 7.2(bProperty or services) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements from time to time incurred in the ordinary course of business of negotiable instruments which, if greater than 90 days past due, (i) are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor or (ii) would not exceed $25,000,000 in the course of collectionaggregate outstanding at any time; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) other Debt of the Borrower and any Guarantor (other than any ABS Subsidiary); provided that (i) no Default or Event of Default exists and is continuing immediately before and immediately after giving pro forma effect to the incurrence of such Debt, (ii) the maturity of such Debt is at least six (6) months after the Maturity Date, (iii) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) from the date of incurrence of such Debt to the Maturity Date and (iv) such Debt either (A) has terms substantially similar to those customary in high-yield debt offerings or (B) does not contain financial covenants that are materially more restrictive, taken as a whole, than those contained herein; (f) Debt (other than Debt of any ABS Subsidiary) evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that, except for intercompany Capital Leases between Domestic Subsidiaries or between the Borrower and any Domestic Subsidiary, in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (f) exceed $50,000,000 at any time outstanding; (g) Debt with respect to surety bonds, appeal bonds or customs bonds or associated with deposits, bank guarantees, customs, bids, performance, refund and surety bonds or surety and similar obligations of the Borrower or any Restricted Subsidiary required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default; (h) Debt meeting the qualifications set forth in Section 9.01(e) assumed by the Borrower or one of its Restricted Subsidiaries (other than an ABS Subsidiary), and Debt of a Restricted Subsidiary (other than an ABS Subsidiary) acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement (and extensions, renewals, refundings and refinancings thereof that do not increase the principal thereof except for costs incurring in connection with such extensions, renewals, refundings and refinancings); provided that up to $200,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(e)(ii), (iii) and (iv); (i) other Debt in an aggregate principal amount not to exceed $75,000,000 at any time outstanding; (j) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by its Restricted Subsidiaries (other than an ABS Subsidiary) owed to the Borrower or any of its Restricted Subsidiaries (other than an ABS Subsidiary); (k) Debt of any Foreign Subsidiary used for such Subsidiary Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; provided that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of all such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries which is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater other than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Non-Recourse Foreign Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by 100,000,000 at any other financial institutiontime outstanding; (hl) additional Debt with respect to ABS Facilities (not including any Debt permitted by Section 9.01(m)) subject to an intercreditor agreement satisfactory to the Administrative Agent, in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; provided that neither the Borrower nor any Domestic Subsidiary other than the ABS Subsidiaries is liable for such Debt; (m) Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect ABS Subsidiary owed to the Borrower or any other Subsidiary of the Borrower its Restricted Subsidiaries (other than Panhandle Eastern and its Subsidiariesan ABS Subsidiary) not to exceed the amount in Section 9.03(e), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (in) Debt arising under of any Receivables Purchase and Sale AgreementABS Subsidiary owed to any other ABS Subsidiary.

Debt. The Borrower will notNo Credit Party shall, and will not nor shall it permit any Subsidiary of its Subsidiaries to, incur or permit to exist maintain any Debt, exceptother than: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiarydescribed on Schedule 6.9; (c) Capital Leases of Machinery and Equipment or Rental Fleet Assets and ‘purchase money secured Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(bincurred to purchase Machinery and Equipment or Rental Fleet Assets; provided that (i) Liens securing the same attach only to the Machinery and refinancings thereof other than Debt that has been refinanced Equipment or Rental Fleet Assets acquired by the incurrence of such Debt and proceeds thereof (but shall not encumber leases of, or payments under leases of, Rental Fleet Assets), and (ii) the aggregate amount of Loanssuch Debt for all Credit Parties (including Capital Leases) outstanding does not exceed the Dollar Equivalent of $10,000,000 at any time; (d) endorsements Debt evidencing a refunding, renewal or extension of the Debt (other than the Subordinated Note Debt) described on Schedule 6.9; provided that (A) the principal amount thereof is not increased, (B) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the ordinary course Debt to be refunded, renewed or extended, (C) no Credit Party that is not an obligor or guarantor of business such Debt as of negotiable instruments the Closing Date shall become an obligor or guarantor thereof, (D) the terms of such refunding, renewal or extension are no less favorable in any material respect to the course of collectionapplicable Credit Party or Subsidiary, any Agent or the Lenders than the original Debt and (E) the final maturity thereof, if presently after the Stated Termination Date, will not become earlier than at least 6 months after the Stated Termination Date; (e) Non-Public Debt, including without limitation the Subordinated Note Debt of the Borrower and any Non-Public Debt evidencing a refunding, renewal or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d)extension thereof; provided, howeverin each case, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) the cash interest rate of such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Non-Public Debt shall not exceed Three Hundred Fifty Million Dollars 15% per annum, ($350,000,000.00B) in no Credit Party that is not an obligor or guarantor of the aggregate plus Twenty Million Dollars ($20,000,000.00) Subordinated Note Debt as of reimbursement obligations incurred in connection with the Closing Date shall be or become an obligor or guarantor of any such Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Public Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.,

Debt. The Borrower will not, and will not permit Neither the Parent nor any Subsidiary to, of the other Borrowers shall incur or permit to exist maintain any Debt, except: other than: (a) the Obligations; (b) Debt evidenced by described on Schedule 6.9, provided however, that the Notes, documents evidencing and securing the Facility Notes, or Term Loans shall not be modified in a way that creates any obligation on the Facility Letter part of Credit Obligations, or outstanding under the Borrowers to make any Equity-Preferred Securities (amortizing payments of principal prior to the extent the same constitutes DebtStated Termination Date; (c) not in default, as well as Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect Liens securing the same attach only to the issuance Equipment acquired by the incurrence of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $15,000,000 at any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; time; (d) endorsements Debt incurred in connection with the execution and delivery by Borrowers of surety and bid bonds in the ordinary course of business business, provided the aggregate liability of negotiable instruments in the course of collection; Borrowers thereunder does not exceed $20,000,000 at any time; (e) Debt evidencing a refinancing, renewal or extension of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a))described on Schedule 6.9, provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory then principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and amount thereof is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries)increased, (ii) the proceeds Liens, if any, securing such refinanced, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt, (iii) no Person that is not an obligor or guarantor of such Debt is used solely to finance capital expenditures as of Trunkline LNG Holdings and/or its Subsidiaries, the Closing Date and (iii) after giving effect to Section 7.28 hereof, shall become an obligor or guarantor thereof except to the extent, if any, not prohibited herein, (iv) any Debt refinancing the Term Loans (and any amendments to the agreements evidencing such refinancing Debt) shall not require the Borrowers to make any amortizing payments of principal thereunder prior to the Stated Termination Date, and (v) other than in connection with any refinancing, renewal, or extension of the Term Loans, the terms of such refinancing, renewal or extension are no Default less favorable in the aggregate to the Borrowers, the Agent or Event of Default shall existthe Lenders than the original Debt so refinanced, renewed or extended; and (if) Debt arising under consisting of Guaranties permitted pursuant to the provisions of Section 7.12; and (g) other Debt in an aggregate principal amount at any Receivables Purchase time of not more than $5,000,000. The Borrowers shall not incur any Debt (as currently defined in the Indenture) secured by Restricted Collateral, except (1) the Obligations, (2) the Term Loans or any refinancings thereof (as contemplated by and Sale permitted herein and in the Intercreditor Agreement) and (3) Debt permitted by clauses (1) through (7) of Section 1008 of the Indenture.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur or permit to exist any Debt, except: For purposes of the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt evidenced by the Notesshall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the Facility Notes, or repurchase price shall be the Facility Letter book value of Credit Obligations, or such Redeemable Capital Interests; (b) the amount outstanding under at any Equity-Preferred Securities (to time of any Debt issued with original issue discount is the extent the same constitutes Debt) not in default, as well as (i) Debt principal amount of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is otherwise permitted under Section 10.3(g) and the net amount payable (B) after giving effect to the issuance permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the ratio Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of Consolidated Total Indebtedness accounts receivable and related assets, such Debt shall be deemed to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries constitute Debt of the Borrower for purposes originator of such calculation) is no greater than 0.70 to 1.00, accounts receivable and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any related assets. The amount of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the Borrower or obligations, of any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or contingent obligations at such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d)date; provided, however, that in the case of Debt sold at no time may a discount, the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of at any time will be the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as accreted value thereof at such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementtime.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur or permit to exist any Debt, exceptNo Company may: (a) Create, incur or suffer to exist (directly or indirectly) any direct, indirect, fixed or contingent liability for any Debt evidenced by except the Notes, following (the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes “Permitted Debt) not in default, as well as ”): (i) the Obligation; (ii) Debt existing on the Closing Date, as more particularly described on Schedule 8.2 (the “Existing Debt”); (iii) either (A) any Debt arising under or in connection with any Structured Financing that is entered into as a result of Panhandle Eastern and/or an Asset Securitization or (B) any Qualified Intercompany Debt; (iv) Debt under debentures issued by a Company to an SBIC in an aggregate amount not to exceed $25,000,000 at any one time outstanding (including any such Debt existing on the Closing Date and described on Schedule 8.2), but in any case having recourse to PMC, having the following general attributes: (A) such indebtedness is secured solely by liens on parcels of Qualifying Real Estate; (B) the loan documents evidencing such indebtedness do not contain covenants or other agreements that are more restrictive than those found in the Credit Documents, do not cross-default to the Credit Documents, and are otherwise in form and substance acceptable to Administrative Agent and Required Lenders; and (C) no Event of Default or Potential Default has occurred and is continuing when any such Debt is to be incurred, and no Event of Default or Potential Default would be created by such incurrence. Prior to the incurrence of any Debt permitted by this clause (iv), PMC shall deliver a written notice to Administrative Agent of its intent to incur such Debt, the proposed obligor, proposed obligee, amount, rate and scheduled amortization of such proposed Debt. PMC shall also provide any other information requested by Administrative Agent and Lenders with respect to such proposed financing, including, without limitation, copies of the loan documents evidencing the proposed financing; and (v) indebtedness and other obligations arising under Rate Management Transactions contemplated by this agreement. (b) Prepay, purchase, repurchase, defease or redeem, or cause to be prepaid, purchased, repurchased, defeased or redeemed, any principal of, or any premium (if any) or interest on, any of its SubsidiariesDebt (including, without limitation, any Qualified Intercompany Debt), or fund or cause to be funded any sinking or similar fund for any such Debt (including, without limitation, any Qualified Intercompany Debt), except for: (i) the Obligation; (ii) any Debt (other than any Qualified Intercompany Debt) permitted under Section 8.2(a)(iv) above in connection with the sale of the underlying real property to a third party in an arm’s-length transaction, so long as all prepayments required by Section 3.2(c) are made simultaneously therewith; (iii) With the consent of the Administrative Agent, any Debt owed by a Special Purpose Entity (other than any CDO Subsidiary) incurred in connection with an Asset Securitization, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and has been reduced to 15% or less of its original principal amount, (B) after giving effect to the issuance of such prepayment fully extinguishes such Debt, (C) no Potential Default or Event of Default then exists or would be created by such prepayment, and (D) all remaining Mortgage Loans and related assets of such Special Purpose Entity are promptly transferred to PMC; or (iv) in the ratio case of Consolidated Total Indebtedness Qualified Intercompany Debt, any payments expressly permitted by Section 8.2(c) below. (c) Prepay, purchase, repurchase, defease or redeem or cause to Consolidated Total Capitalization be prepaid, purchased, repurchased, defeased or redeemed, any principal of, or any premium (if any) or interest on, any of its Qualified Intercompany Debt, or fund or cause to be funded any sinking or similar fund for Panhandle Eastern any Qualified Intercompany Debt. Notwithstanding the foregoing, (i) PMC may make regularly scheduled interest payments on its Qualified Intercompany Debt and Panhandle Eastern’s Subsidiaries payments of principal on its Qualified Intercompany Debt upon its stated maturity unless (excluding A) an Event of Default has occurred and is continuing under Section 10.1 as a result of a failure to make a payment of principal or interest under any Note or under Section 10.11 as a result of any nonpayment of any Rate Management Obligation when due, or (B) the Borrower and all other Subsidiaries maturity of the Borrower for purposes of such calculationObligation has been accelerated pursuant to either Section 11.1(a) is no greater than 0.70 to 1.00or 11.1(b) hereof, and (ii) any loans PMC may make other principal payments or advances by the Borrower to Panhandle Eastern and/or any prepayments of the Borrower’s other Subsidiaries permitted under Section 10.4(b); Qualified Intercompany Debt (b) Debt and payment of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(baccrued interest thereon), and Debt of the Borrower to at its option, at any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Datestated maturity thereof, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or unless an Event of Default shall exist; and (i) Debt arising under any Receivables Purchase has occurred and Sale Agreementis then continuing.

Debt. The Borrower will shall not, and will not nor shall it permit any Restricted Subsidiary to, incur create, assume, incur, suffer to exist, or permit to exist in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by Credit Parties under the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Credit Documents; (b) intercompany Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements incurred in the ordinary course of business subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and owed (i) by any Guarantor to the Borrower; (ii) by the Borrower to any Guarantor; and (iii) by any Guarantor to another Guarantor; provided that, if applicable, such Debt is an Investment permitted under Section 6.3; (c) purchase money debt, Capital Leases or Synthetic Lease Obligations in an aggregate principal amount not to exceed $15,000,000.00 at any time; (d) Debt secured by Liens of negotiable instruments the type described in the course of collectionSection 6.2(d); (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by (other than for borrowed money) subject to Liens permitted by the provisions of Section 10.2(dunder Sections 6.2 (b); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%g) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date(h); (f) Debt evidenced by Senior Notesarising under any Hedging Arrangement between a Credit Party and a Swap Counterparty permitted under Section 6.15; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect unfunded Plan obligations or liabilities to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness extent they are permitted to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionremain unfunded under applicable law; (h) additional Guarantees of any Credit Party in respect of Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; andCredit Party otherwise permitted hereunder; (i) Debt of the Borrower and its Restricted Subsidiaries assumed in connection with Acquisitions permitted under Section 6.4 in an aggregate principal amount not to exceed $15,000,000; provided that such Debt is not incurred in contemplation of such Acquisition; (j) Debt of the Borrower and its Restricted Subsidiaries owed to the seller of any Property acquired in an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination shall be on terms reasonably satisfactory to the Administrative Agent; (k) Debt incurred by the Borrower or its Restricted Subsidiaries in an Acquisition permitted under Section 6.4 consisting of agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (l) Debt arising under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business, and obligations in respect of letters of credit related thereto; (m) Debt existing on the Effective Date and set forth in Schedule 6.1 and any Receivables Purchase and Sale Agreementmodifications, refinancings, extensions, renewals or replacements (but not the increase in the aggregate principal amount) thereof; and (n) other Debt in an aggregate principal amount not to exceed $15,000,000.00 at any time outstanding.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any Subsidiary toof its Subsidiaries to create, incur incur, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans under this Agreement or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Note; (b) Debt described in Schedule 7.1, including renewals, extensions or refinancings thereof, provided that the principal amount thereof does not increase; (c) Debt of the Borrower subordinated on terms satisfactory to the Bank to the Borrower's obligations under this Agreement and the Note; (d) Debt of the Borrower to any such Subsidiary or of any Subsidiary to the Borrower or any other another such Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing of its Subsidiaries in connection with the portion issuance of letters of credit required to be obtained in the purchase price ordinary course of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth business of the Borrower and its Subsidiaries as of the applicable determination dateSubsidiaries; (f) Debt evidenced by Senior Notesincurred in connection with lease arrangements permitted under Section 7.3 herein; (g) additional Debt of any Person which becomes a Subsidiary of the BorrowerBorrower in connection with any Acceptable Acquisition permitted by Section 7.12 herein or Debt which is acquired and assumed by the Borrower or any of its Subsidiaries in connection with an Acceptable Acquisition permitted by Section 7.12; provided that such Debt was in existence and outstanding prior to and on the date that such Person became a Subsidiary or such Acceptable Acquisition was consummated, and additional such Debt was not created in contemplation of Panhandle Eastern and/or such Person becoming a Subsidiary or such Acceptable Acquisition being consummated, and any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a))renewals, extensions or refinancings thereof, provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Defaultprincipal amount thereof does not increase; and provided, further, however, that the Debt permitted by this subsection (iie) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution;1,000,000; and (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other such Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementsecured by purchase money Liens permitted by Section 7.2.

Debt. The Borrower will not, and will not permit Neither the Parent Guarantor nor any Subsidiary to, shall incur or permit to exist maintain any Debt, except: other than: (a) the Obligations; (b) Debt evidenced by the Notesdescribed on SCHEDULE 6.9; (c) Capital Leases of Equipment, the Facility Notes, secured Debt incurred to purchase Equipment or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (Real Estate and Debt incurred to the extent the same constitutes Debt) not in default, as well as finance insurance policy premiums provided that (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect Liens securing the same attach only to the issuance applicable Equipment, Real Estate or insurance policy acquired by the incurrence of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $20,000,000 at any loans time; (d) Debt evidencing a refunding, renewal or advances by the Borrower to Panhandle Eastern and/or any extension of the Borrower’s other Subsidiaries permitted Debt described on SCHEDULE 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are no less favorable to the Parent Guarantor and its Subsidiaries, the Agent or the Lenders than the original Debt; (e) Debt incurred to refinance the Revolving Loans made on account of the Fixed Assets component of the Borrowing Base on such terms and conditions and in such amount as shall be acceptable to the Agent (it is understood and agreed that, upon payment of amounts required under Section 10.4(bSECTION 3.2, the Agent shall release its lien on any Fixed Assets so refinanced); ; (bf) Debt of any Subsidiary the Parent Guarantor that is subordinated to the Borrower or any other Subsidiary, except Obligations on such terms and conditions (including subordination terms) and in such amount as shall be acceptable to the extent limited by Majority Lenders, provided that in any event no payments other than current interest payments (so long as no standstill is in effect) in an amount acceptable to the terms Majority Lenders shall be made in respect of Section 10.4(b)such Debt until the date six (6) months following the Stated Termination Date; and (g) so long as no Default or Event of Default has occurred and is continuing, loans from a Borrower Party to another Borrower Party (other than the Parent Guarantor) and Debt of the Borrower to any Subsidiary; Parties (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (dParent Guarantor) endorsements may otherwise have "due to / due from" transactions among themselves in the ordinary course of business to facilitate the payment of negotiable instruments in the course accounts payables of collection; (e) Debt such Borrower Parties. The Parent Guarantor shall not enter into any amendment or modification of the Borrower or any Subsidiary representing documents evidencing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens Debt permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; under clause (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or above that is in any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect manner adverse to the issuance thereofParent Guarantor, (i) there shall exist no Default or Event of Default; and (ii) any Subsidiary, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings Agent or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale AgreementLender.

Debt. The Borrower will not, and will not permit Neither Fleetwood nor any Subsidiary to, of its Subsidiaries shall incur or permit to exist maintain any Debt, exceptOTHER THAN: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any SubsidiarySubordinated Debt; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the Closing Date described on SCHEDULE 6.9 which is not to be repaid with the proceeds of Loansthe Loans made on the Initial Funding Date; (d) endorsements in Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment PROVIDED that (i) Liens securing the ordinary course same attach only to the Equipment acquired by the incurrence of business such Debt and proceeds thereof, and (ii) the aggregate amount of negotiable instruments in the course of collectionsuch Debt (including Capital Leases) outstanding does not exceed $20,000,000 at any time; (e) Debt Capital Leases of Equipment or Real Property entered into in connection with sale\leaseback transactions permitted pursuant to SECTION 7.19 PROVIDED that Liens securing the Borrower same attach only to the Equipment or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of Real Property subject to the applicable determination dateCapital Lease; (f) Debt evidenced by Senior Notes; (g) additional Debt evidencing a refunding, renewal or extension of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, described on SCHEDULE 6.9; PROVIDED that (i) there shall exist no Default or Event of Default; and the principal amount thereof is not increased, (ii) the ratio of Consolidated Total Indebtedness Liens, if any, securing such refunded, renewed or extended Debt do not attach to Consolidated Total Capitalization shall any assets in addition to those assets, if any, securing the Debt to be no greater than 0.65 to 1.00 at all times; refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters Closing Date shall be no less than 2.00 to 1.0 at all times; and become an obligor or guarantor thereof, and (iv) (A) the terms of such Debt shall have a final maturity refunding, renewal or mandatory redemption dateextension are no less favorable to Fleetwood, as its Subsidiary, the case may be, no earlier Agent or the Lenders than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionoriginal Debt; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.

Debt. The Borrower Borrowers will not, and will not permit any Subsidiary to, incur incur, create, assume, or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent Banks pursuant to the same constitutes DebtLoan Documents; (b) not Existing Debt in defaultthe amount disclosed on SCHEDULE 8.1 (including any advances made on or after the Closing Date pursuant to the commitments to lend disclosed on SCHEDULE 8.1) hereto and any extensions, as well renewals or refinancings of such existing Debt so long as (i) Debt the principal amount of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to such renewal, extension or refinancing shall not exceed the issuance principal amount of such DebtDebt which was outstanding immediately prior to such renewal, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00extension or refinancing, and (ii) such Debt shall not be secured by any loans assets other than assets securing such Debt, if any, prior to such renewal, extension or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiaryrefinancing; (c) Debt existing of either Borrower to any Subsidiary or of any Subsidiary to either Borrower or another Subsidiary; provided that (i) the obligations of each Subsidiary that is an Obligated Party for the Debt created thereby shall be subordinated in right of payment to such Subsidiary's Obligations under the Loan Documents from and after such time as any portion of March 31such Obligations shall become due and payable (whether at stated maturity, 2010 as reflected on financial statements delivered under Section 7.2(bby acceleration or otherwise); and (ii) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loansno Default exists or would result therefrom; (d) endorsements Debt under Hedging Agreements entered into to mitigate the interest rate risk of Debt actually incurred; provided that each counterparty shall be rated in one of the ordinary course three highest rating categories of business of negotiable instruments in the course of collectionStandard & Poor's Rating Group or ▇▇▇▇▇'▇ Investors Service, Inc.; (e) Debt of a Subsidiary incurred in the ordinary course of its Student Loan operations, provided that (i) the repayment of principal of and interest on such Debt is fully secured by Student Loans or (ii) such Debt represents unfunded commitments to provide Student Loans, and in either event, the repayment of principal of and interest on such Debt is limited to the assets financed thereby; (f) Guarantees given in the ordinary course of business with respect to indemnification obligations arising in connection with the issuance of Debt described in SECTION 8.1(e) and surety and appeal bonds, performance and return-of-money bonds and other similar obligations (other than for borrowed money); (g) Debt constituting obligations to reimburse worker's compensation insurance companies for claims paid by such companies on either Borrower's or a Subsidiary's behalf in accordance with the policies issued to either Borrower and their respective Subsidiaries; (h) Guarantees by either Borrower or any Subsidiary representing of Debt of a Subsidiary permitted hereby or of operating leases of a Subsidiary entered into in the portion ordinary course of the purchase price of property acquired by the Borrower or such Subsidiary that is business; (i) Debt (including Capital Lease Obligations) secured by purchase money Liens permitted by the provisions of Section 10.2(dSECTION 8.2(f); provided that (x) the purchase of the asset financed thereby is permitted by SECTION 9.4; and (y) at the time of the incurrence, creation, or assumption of any of such Debt, no Default shall have occurred and be continuing; and (j) Debt of any Person (or any of such Person's subsidiaries) existing at the time such Person becomes a Subsidiary (or is merged into or consolidated with any Subsidiary), but only to the extent that such Debt was not incurred in connection with, as a result of or in contemplation of such Person becoming a Subsidiary (or being merged into or consolidated with any Subsidiary) and any Guarantee of such Debt given by either Borrower or any Subsidiary as a condition to the acquisition of such Person, provided, however, that at no time may the aggregate principal amount of immediately after such Debt outstanding exceed thirty percent acquired Person becomes a Subsidiary (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or or is merged into or consolidated with any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(aSubsidiary)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementexists.

Debt. The No Borrower will notshall, and will not nor permit any Subsidiary the Parent to, incur create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt in the form of any Subsidiary to bank overdrafts in the Borrower or any other Subsidiary, except to the extent limited by the terms ordinary course of Section 10.4(b), and Debt of the Borrower to any Subsidiarybusiness; (c) (i) Debt existing as incurred by any Borrower to finance Capital Expenditures and (ii) Capital Lease obligations of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loansany Borrower; (d) endorsements Debt in the ordinary course respect of business of negotiable instruments in the course of collectionAccommodation Obligations permitted under Section 7.12; (e) Debt of the Borrower or Parent to ATI in connection with any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of advances made pursuant to Section 10.2(d7.11(b); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notesin respect of Hedge Agreements and Foreign Currency Exchange Contracts entered into in the ordinary course of business and not for speculative purposes; (g) additional intercompany Debt of among the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionBorrowers; (h) additional Permitted Existing Debt of Trunkline LNG Holdings and refinancings, renewals or any of its Subsidiaries, extensions thereof so long as (iA) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existexists or would be caused thereby, (B) the principal amount of any such Permitted Existing Debt is not increased (other than by an amount equal to the reasonable amount of fees and expenses payable in connection with such refinancing, renewal or extension); and(C) the maturity date thereof is not accelerated as a result of any such refinancing, renewal or extension and (D) no such refinancing, renewal or extension would be otherwise detrimental in any material respect to the rights of or benefits to the Borrowers, the Agent or the Lenders; (i) Debt arising of any Person assumed in connection with an Acquisition of such Person permitted under Sections 7.11(i) or 7.16(a) if such Person becomes a Borrower after the date hereof; provided, that such Debt exists at the time such Person becomes a Borrower and was not created in anticipation of such acquisition; (j) Debt consisting of (A) unsecured deferred payment obligations of a Borrower owing to sellers in permitted Acquisitions and (B) customary purchase price adjustments, earn-outs, indemnification obligations and similar items of the Borrowers in connection with permitted Acquisitions and asset sales; (k) the AT Sourcing Obligation; and (l) other unsecured Debt of the Credit Parties (i) consisting of uncommitted letter of credit facilities for the issuance of letters of credit with an aggregate maximum face amount not exceeding $25,000,000 at any Receivables Purchase time and Sale Agreement(ii) consisting of other unsecured Debt not exceeding in the aggregate a principal amount of $25,000,000 at any one time outstanding.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any Subsidiary toof its Subsidiaries to create, incur incur, assume or permit suffer to exist exist, any Debt, exceptDebt other than: (ai) in the case of Holding, (A) Debt evidenced by under the NotesLoan Documents, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (iB) Debt in an aggregate principal amount not to exceed $5,000,000 at any time outstanding to certain members of Panhandle Eastern and/or any management of its Subsidiariesthe Borrower in exchange for their equity ownership interests in Holding, so long as provided that (Aw) such Debt is otherwise permitted subordinated in right of payment to the Obligations of Holding under Section 10.3(gthe Loan Documents on terms and conditions reasonably satisfactory to the Lender Parties, (x) such Debt shall not bear interest on a cash basis prior to the Termination Date, (y) the final maturity of such Debt is after the Termination Date and (Bz) after giving effect there is no amortization of such Debt on or prior to the issuance Termination Date, and (C) Debt under the 13% Subordinated Notes due May 31, 2009 issued by Holding. (ii) in the case of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries its Subsidiaries, the Permanent Debt in an aggregate principal amount not to exceed $115,000,000; (iii) Debt owed to the Borrower by any wholly-owned Subsidiary of the Borrower for purposes or Debt owed to a wholly-owned Subsidiary of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to by the Borrower or any other Subsidiarywholly-owned Subsidiary of the Borrower, except provided that any such Debt shall be (A) evidenced by a promissory note and (B) pledged in favor of the Lender Parties pursuant to the extent limited by the terms of Section 10.4(b), and Debt the Security Agreement; and (iv) in the case of the Borrower to and any Subsidiary;of its Subsidiaries, (cA) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans;Loan Documents, (dB) endorsements Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $7,500,000 at any time outstanding, (C) Capitalized Leases not to exceed in the aggregate $15,000,000 at any time outstanding, (D) unsecured Debt incurred in the ordinary course of business of negotiable instruments in for the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the deferred purchase price of property acquired by or services, maturing within one year from the Borrower date created, and aggregating, on a Consolidated basis, not more than $7,500,000 at any one time outstanding, (E) indorsement of negotiable instruments for deposit or such Subsidiary that is secured by Liens permitted by collection or similar transactions in the provisions ordinary course of Section 10.2(dbusiness, and (F) Debt (whether or not of the types described above in clauses (A) through (D); provided, however, that at no time may the ) in an aggregate principal amount of such Debt outstanding not to exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or $3,750,000 at any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementtime outstanding.

Debt. The Borrower will notCreate, and will not permit any Subsidiary toincur, incur assume or permit suffer to exist exist, any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans under this Agreement or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Notes; (b) Debt described in Schedule 6.10 (including any renewals, refinancings or extensions thereof); (c) Subordinated Debt that shall commence the amortization of principal after the Revolving Credit Termination Date; (d) Debt of the Borrower to any Subsidiary, or of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any another Subsidiary; (ce) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced incurred in connection with operating leases entered into by the proceeds Borrower or any of Loans; (d) endorsements its Subsidiaries consistent with past practices or in the ordinary course of business of negotiable instruments in the course of collectionbusiness; (ef) Notwithstanding anything contained in this Section 8.1 to the contrary and in addition to any of the Debt described in any of Sections 8.1 (a)-(k) hereof (other than this Section 8.1 (f)), Debt incurred after the date of this Agreement in an aggregate principal amount not to exceed $50,000,000 at any time outstanding as to all such Persons; provided that such additional Debt other than Debt secured by Liens permitted pursuant to Section 8.3 shall rank pari passu with indebtedness arising under this Agreement; (g) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by purchase money Liens permitted by the provisions of Section 10.2(d8.3(g); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt incurred as a result of bid bonds or performance bonds incurred by the Borrower or any Subsidiary in the ordinary course of its business consistent with past practices; (i) Debt consisting of guarantees permitted under Section 8.2; (j) Debt of Trunkline LNG Holdings a Subsidiary acquired pursuant to a Permitted Acquisition (or any Debt assumed at the time of its Subsidiaries, so long as a Permitted Acquisition relating to an asset securing such Debt); provided that (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only was not incurred in connection with, or in anticipation of, such Permitted Acquisition and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existotherwise exists or would result therefrom; and (ik) Debt arising under any Receivables Purchase and Sale Agreementincurred in connection with Capital Leases permitted hereunder.

Debt. The Neither the Borrower nor any of its Subsidiaries will notincur, and will not permit any Subsidiary tocreate, incur assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, Loans or the Facility Letter other Indebtedness and any guaranty of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not suretyship arrangement in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b);respect thereof. (b) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Subsidiary to Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any other Subsidiary, except such Debt for borrowed US 793906v.7 money owed by either the Borrower or a Guarantor shall be subordinated to the extent limited by Indebtedness on terms set forth in the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary;Guaranty Agreement. (c) Debt existing as endorsements of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by negotiable instruments for collection in the proceeds ordinary course of Loans;business. (d) endorsements Debt (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties in the ordinary course of business and (ii) comprised of negotiable instruments guarantees of obligations of Subsidiaries under marketing agreements entered into in the ordinary course of collection;business. (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is under Capital Leases and Debt secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the 9.03(c) in an aggregate principal amount at any time not to exceed $50,000,000. (f) Funded Debt and any guarantees thereof, provided that (i) at the time such Debt is incurred (A), no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt outstanding after giving effect to the incurrence thereof (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii), (iii) at the time such Debt is incurred, such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iv) at the time such Debt is incurred, such Debt does not mature sooner than one year after the Maturity Date, (v) such Debt and any guarantees thereof are on market terms for issuers of similar size and credit quality given the then prevailing market conditions and (vi) such Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness; and any Permitted Refinancing Debt in respect thereof. (g) other Debt in an aggregate principal amount not to exceed thirty percent $65,000,000 at any one time outstanding. (30%h) of the Consolidated Net Worth Debt of the Borrower and its Subsidiaries as of existing on the applicable determination date; (f) Debt evidenced by date hereof that is reflected in the Financial Statements or in Schedule 9.02, including the Existing Senior Notes; (g) additional Debt of the Borrower, and additional any Permitted Refinancing Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance in respect thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and. (i) Debt arising in the form of guaranties by the Borrower or any of its Subsidiaries of Debt of (i) the Borrower or any Guarantor permitted under any Receivables Purchase this Section 9.02 and Sale Agreement(ii) other Persons to the extent an Investment would be permitted in such Person under Section 9.05(g)(iii) or Section 9.05(n).

Debt. The Borrower will notNot, and will not permit any other Loan Party or any non-domestic Subsidiary of a Loan Party to, incur create, incur, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by Obligations under this Agreement and the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Loan Documents; (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited secured by the terms of Liens permitted by Section 10.4(b11.2(d) and Section 11.2(i), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt of the Borrower to at any Subsidiarytime outstanding shall not exceed $50,000,000; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that the obligations under Section 7.2(b) and refinancings thereof other than such Debt that has been refinanced by shall be subordinated to the proceeds Obligations of Loansthe Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) endorsements in Debt arising under the ordinary course of business of negotiable instruments in the course of collectionPermitted Note Indenture; (e) Debt Hedging Obligations approved by Administrative Agent and incurred in favor of the Borrower a Lender or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower an Affiliate thereof for bona fide hedging purposes and its Subsidiaries as of the applicable determination datenot for speculation; (f) Debt evidenced by Senior Notesdescribed on Schedule 11.1 and, subject to Section 11.16, any extension, renewal or refinancing thereof to the extent the principal amount thereof is not increased or made senior in right of payment to the Loans, and so long as the terms thereof are not materially more burdensome than those of the Debt being extended, renewed, or refinanced; (g) additional Debt Contingent Liabilities of the Borrower, and additional Debt Loan Parties or any non-domestic Subsidiary of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect a Loan Party arising with respect to the issuance thereof, (i) there shall exist no Default or Event of Default; any Debt permitted hereby, and (ii) notwithstanding any other provision hereof (but subject to the ratio proviso below), guaranties of Consolidated Total Indebtedness performance, completion, quality, and the like provided by the Company or any Subsidiary of the Company with respect to Consolidated Total Capitalization shall be no greater than 0.65 performance or similar obligations owing to 1.00 at a Person by the Company or any of its Subsidiaries provided, however, that the sum of all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at amounts paid plus all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption datecosts incurred, as the case may be, no earlier than by the Maturity Date Loan Parties with respect to guaranties of the performance, completion, quality, or similar obligations of all non-domestic Subsidiaries of the Company, to the extent such amounts paid or costs incurred by Loan Parties are not repaid or reimbursed by the non-domestic Subsidiaries of the Company, shall be deemed to be Debt of non-domestic Subsidiaries of the Company owing to Loan Parties for the purposes, and shall mature or be subject to mandatory redemption the limitations, of Section 11.1(i) (for the avoidance of doubt, none of such obligations incurred or mandatory defeasance no earlier than amounts paid or costs incurred by the Maturity Date (as so extended) and Company or any of its Subsidiaries with respect to guaranties of the performance, completion, quality, or similar obligations of the Company or any of its Subsidiaries shall be subject deemed to no mandatory redemption or “put” to the Borrower exercisablebe Indebtedness of, or sinking fund a loan to, the Company or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extendedany of its Subsidiaries for the purposes of the calculation of any of the financial covenants of Section 11.14); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or the Loan Parties and any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other non-domestic Subsidiary of a Loan Party in respect of surety bonds, performance bonds, bid bonds, or similar obligations arising in the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) ordinary course of business up to an amount reasonably determined to be payable under all surety bonds then outstanding not to exceed at any time $350,000,000 in the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; andaggregate; (i) Debt arising under of any Receivables Purchase and Sale Agreementnon-domestic Subsidiary of the Company to any Loan Party or to any other Person, provided that the aggregate of all such Indebtedness in existence at any time of calculation shall not exceed the equivalent amount of $100,000,000; and (j) other unsecured Debt of any Loan Party, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000,000.

Debt. The Borrower will not, and will not permit Neither the Borrowers nor any Subsidiary to, of their Subsidiaries shall incur or permit to exist maintain any Debt, exceptother than: (a) Debt evidenced by incurred pursuant to this Agreement and the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities other Loan Documents; (b) existing Debt to the extent the same constitutes Debt) not is listed on Schedule 6.9 and Permitted Refinancing Debt in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance respect of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as evidenced by Capital Lease obligations and purchase money Debt of March 31Omnova and its Subsidiaries, 2010 as reflected on financial statements delivered under Section 7.2(bincluding any Debt assumed in connection with the acquisition of assets; provided that in no event shall the aggregate principal amount of Capital Lease obligations, and the principal amount of all such Debt incurred or assumed in each case after the Closing Date, permitted by this clause (c) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loansexceed $20,000,000 at any time outstanding; (d) endorsements Intercompany Loans among Omnova and its Subsidiaries to the extent permitted by Section 7.11; (e) Debt under Hedge Agreements of Omnova entered into to protect Omnova against fluctuations in interest rates in respect of Debt under this Agreement, the Term Loan Documents and the Senior Note Documents so long as management of Omnova has determined that the entering into of such Hedge Agreements are bona fide hedging activities; (f) Debt of Omnova and its Subsidiaries under other Hedging Agreements entered into in the ordinary course of business of negotiable instruments providing protection against fluctuations in the course of collection; (e) Debt of the Borrower currency values and/or commodity prices in connection with Omnova’s or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (Subsidiaries’ operations so long as management of Omnova or such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption dateSubsidiary, as the case may be, no earlier than has determined that the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to entering into of such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionHedge Agreements are bona fide hedging activities; (hg) additional Debt of Trunkline LNG Holdings the Borrowers and Guarantors arising under the Term Loan Documents (or any Permitted Refinancing Debt of its Subsidiariesthe Term Loan Agreement) in an aggregate principal amount not to exceed $200,000,000, less the aggregate principal amount of all principal repayments from and after the Closing Date; provided, that the principal amount thereof may be increased by an aggregate amount not to exceed the amount permitted under Section 2.15(a)(iv) of the Term Loan Agreement as such Term Loan Agreement is in effect on the date hereof so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existhave occurred and then be continuing immediately before or after giving effect to such increase; and(ii) after giving pro forma effect to the incurrence of such additional Debt and the use of proceeds thereof, (x) the Leverage Ratio as of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.2 does not exceed the Permitted Leverage Ratio and (y) the Interest Coverage Ratio as of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.2 would be greater than 2.00:1.00, (iii) the maturity date of such additional Debt shall not be prior to the scheduled maturity date of the Debt under the Term Loan Agreement as in effect on the date hereof, (iv) the amortization payments in respect of such additional Debt shall be no more than ratable with the amortization payments under the Term Loan Agreement as in effect on the date hereof, (v) the interest rate margins in respect of such additional Debt shall not be increased by more than 50 basis points over those in effect on the date hereof and (vi) all other terms and documentation in respect of such additional Debt shall be satisfactory to Agent; (h) any Borrower or Guarantor may become liable as a guarantor with respect to obligations of any other Borrower or Guarantor, which obligations are not otherwise prohibited under this Agreement; (i) Debt representing deferred compensation to employees and directors of Omnova or its Subsidiaries; provided that the aggregate principal amount of Debt permitted by this clause (i) shall not exceed $10,000,000 at any time outstanding; (j) Additional unsecured Debt of Omnova and its Subsidiaries not otherwise permitted under this Section 7.13 not to exceed $50,000,000 in aggregate principal amount at any one time outstanding so long as (i) no Default or Event of Default shall have occurred and then be continuing immediately before or after giving effect to such incurrence of Debt, (ii) the Leverage Ratio as of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.2 does not exceed the Permitted Leverage Ratio after giving pro forma effect to such Debt and (iii) to the extent such Debt is incurred by the Borrowers or Guarantors, then such Debt shall not amortize by more than 3% of the aggregate principal amount per year or have a maturity date prior to 180 days after the Stated Termination Date; (k) Debt of a Subsidiary of Omnova acquired after the Closing Date in connection with a Permitted Acquisition (or Debt assumed at the time of a Permitted Acquisition of an asset securing such Debt); provided that (i) the aggregate principal amount of all such Debt outstanding at any one time pursuant to this clause (k) shall not exceed (A) $10,000,000 plus (B) an additional amount of Debt if (x) such Debt consists of Permitted Debt and (y) after giving effect to the incurrence of such Permitted Debt and the respective Permitted Acquisition, the Interest Coverage Ratio for the then most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2 is greater than 2.00:1.00 after giving pro forma effect to such Debt; and Permitted Refinancing Debt in respect of any of the foregoing, (ii) no Default or Event of Default shall have occurred and then be continuing immediately before or after giving effect to such incurrence of such Debt, and (iii) the Leverage Ratio as of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.2 does not exceed the Permitted Leverage Ratio after giving pro forma effect to such Debt; (l) Debt of Subsidiaries that are not Borrowers or Guarantors from time to time owing to Persons other than a Borrower or Guarantor; provided that (i) the aggregate amount of such Debt under this clause (l) does not exceed $30,000,000 at any one time outstanding and (ii) the holders of such Debt have no recourse against Borrowers or any Domestic Subsidiaries except to the extent permitted under Section 7.12; (m) Additional unsecured Debt of Omnova and its Subsidiaries not otherwise permitted under this Section 7.13; provided that (i) after giving effect to the incurrence of such additional Debt, the Interest Coverage Ratio for the then most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2 is greater than 2.00:1.00 after giving pro forma effect to such Debt; (ii) the aggregate amount of such Debt under this clause (m) that may be incurred by Foreign Subsidiaries does not exceed $50,000,000 at any one time outstanding and Permitted Refinancing Debt in respect of the foregoing; (iii) no Default or Event of Default shall have occurred and then be continuing immediately before or after giving effect to such incurrence of such Debt; (iv) the Leverage Ratio as of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.2 does not exceed the Permitted Leverage Ratio after giving pro forma effect to such Debt; and (iv) to the extent such Debt is incurred by the Borrowers or Guarantors, then such Debt shall not amortize by more than 3% of the aggregate principal amount per year or have a maturity date prior to 180 days after the Stated Termination Date; and (n) Debt of the Borrowers and Guarantors arising under any Receivables Purchase the Senior Note Documents in an aggregate principal amount not to exceed $250,000,000 and Sale AgreementPermitted Refinancing Debt in respect of such Debt.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any Subsidiary toof its Subsidiaries to create, incur incur, assume or permit suffer to exist exist, any DebtDebt other than pursuant to the AYE Loan Documents, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt outstanding as of Panhandle Eastern and/or the date hereof under the Bond Instruments; (ii) in the case of any Borrower other than the Parent, unsecured Debt owed to a wholly owned Subsidiary of its Subsidiariesthe Parent that is not an AESC Company, so long as which Debt shall mature no earlier than the date occurring six months after the date specified in clause (a) of the definition of "Termination Date", and with no amortization or mandatory prepayment thereof prior to such date; (iii) Permitted Regulated Subsidiary Debt; (iv) in the case of the Parent only, any other unsecured Debt (including pursuant to any Debt/Equity Issuance) created or incurred by the Parent with a scheduled maturity date falling no earlier than the date occurring six months after the date specified in clause (a) of the definition of "Termination Date", and with no amortization or mandatory prepayments thereof prior to such date; provided that (A) such Debt the Required Prepayment Amount relating thereto is otherwise permitted under applied in accordance with Section 10.3(g2.06(b) and (B) after giving effect no later than 30 days prior to the issuance entry by the Parent into any agreement or contract relating thereto, the Parent shall have delivered to the AYE Lender Agent pro forma financial projections, in form and substance reasonably satisfactory to the AYE Lender Agent, demonstrating compliance with the covenants in Section 5.04 up to and including the date specified in clause (a) of the definition of "Termination Date" following the incurrence of such Debt, ; (v) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries AESC Debt; (excluding vi) any Debt which is listed in Schedule III; (vii) [Intentionally Omitted] (viii) any Debt incurred by the Borrower and all other Regulated Subsidiaries of up to an aggregate principal amount not to exceed $100,000,000 for their respective corporate purposes; provided that the Borrower for purposes of such calculation) Required Prepayment Amount relating thereto is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under applied in accordance with Section 10.4(b2.06(b); (bix) Debt of any Subsidiary to under the Borrower or any other Subsidiary, except to Hagerstown Facility and the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any SubsidiaryBB&T Facility; (cx) Debt existing as reimbursement obligations for amounts paid on behalf of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced the Parent or any of its Subsidiaries by the proceeds Parent or one or more Subsidiaries in accordance with applicable requirements under PUHCA with respect to the provision of Loansgoods or services to the Parent and one or more Subsidiaries of the Parent and two or more Subsidiaries of the Parent; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (exi) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens a Lien permitted under Section 5.02(a)(ii) or (iii); (xii) Debt incurred by the Parent or any of its Subsidiaries (other than an AESC Company) pursuant to the Money Pool Orders; and (xiii) any other unsecured Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Debt referred to in clauses (xi) and (xii); provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by this Agreement, provided further that (A) the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity not be increased above the aggregate of (1) the principal amount thereof outstanding immediately prior to such extension, refunding or mandatory redemption daterefinancing and (2) accrued and unpaid interest, as the case may befees and customary transaction costs and expenses directly related to such extension, refunding or refinancing, (B) any such Debt matures no earlier than the Maturity Date date occurring six months after the date specified in clause (a) of the definition of "Termination Date" and shall mature or be subject to mandatory redemption has no required amortization or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prepayment prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (yC) such additional Debt the direct and contingent obligors therefor shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) be changed, in the aggregate plus Twenty Million Dollars ($20,000,000.00) each case, as a result of reimbursement obligations incurred or in connection with Non-Facility Letters of Credit issued by a Bank such extension, refunding or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementrefinancing.

Debt. The Borrower will notNeither PESCO nor any of its consolidated Subsidiaries may, and will not permit any Subsidiary todirectly or indirectly, incur create, incur, or permit suffer to exist any direct, indirect, fixed, or contingent liability upon itself for any Debt, except: other than (a) Debt evidenced by the NotesObligation, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt overdraft lines of PESCO and its consolidated Subsidiaries and guarantees by PESCO or its consolidated Subsidiaries of overdraft lines for Borrower's foreign Subsidiaries and their Joint Ventures collectively not to exceed $7,000,000, in the aggregate at any Subsidiary time (calculated so as not to include both the Borrower or overdraft line and any other Subsidiary, except to the extent limited by the terms of Section 10.4(brelated guaranty), including, without limitation, those overdraft lines presently existing and Debt of the Borrower to any Subsidiary; described on SCHEDULE 7.11, (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements customary trade payables in the ordinary course of business business, (d) Pool International, Inc.'s obligations as set forth in Section 9 of negotiable instruments in the course of collection; Contingent Support Agreement, (e) Debt of Obligors arising under the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); providedContingent Support Agreement, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; foreign exchange contracts, (g) additional intercompany Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted to be incurred under Section 10.3(a))the Original Credit Agreement before -- or under this Agreement after -- the date of this Agreement, provided that after giving effect (h) Debt relating to purchases of assets not exceeding $200,000 in the issuance thereofaggregate outstanding at any one time for all of PESCO and its consolidated Subsidiaries, (i) there shall exist no Default obligations relating to bid and performance guarantees and surety bonds required in the ordinary course of business, (j) guarantees and other Debt disclosed on SCHEDULE 7.11 as renewed or Event of Default; and extended (iibut not increased) from time to time, (k) Debt pre-approved in writing by Determining Lenders, (l) the ratio "Obligation" as defined in the Term Loan Agreement and the ISDL Agreement, (m) $11,500,000 of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” Borrower's 10% Subordinated Notes issued to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior Sellers pursuant to the Maturity DatePayment Agreement, a guaranty by PESCO of such Notes, and a nonrecourse guaranty by PCESI of such Notes, (n) notes in respect of deferred compensation obligations of approximately $1,600,000 to certain key employees of GPC during the period ending three years after the closing under the Stock Purchase Agreement, (o) guarantees by PCESI of up to $400,000 (in the aggregate outstanding at any time) with respect to leases by its employees of light vehicles, and (yp) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars (principal amount of $20,000,000.00) of reimbursement obligations 545,000 incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; the Purchase Agreement between Borrower's Subsidiary, Pool Company (hTexas) additional Debt of Trunkline LNG Holdings or any of its SubsidiariesInc. ("POOL TEXAS") and Elder Well Service, so long as Inc., pursuant to which Pool Texas purchased eight well servicing rigs for $650,000 (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect including the transfer to the Borrower or any other Subsidiary seller of the Borrower (other than Panhandle Eastern and its Subsidiariescertain existing Pool Texas assets), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.

Debt. The Borrower will notCreate, and will not permit any Subsidiary toincur, incur assume or permit suffer to exist any Debt, exceptDebt other than: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) incurred pursuant to this Agreement and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and Loan Documents; (ii) any loans or advances by Debt existing on the Borrower to Panhandle Eastern and/or any of date hereof as set forth in SCHEDULE 6.2 attached hereto; provided that the Borrower’s other Subsidiaries permitted under Section 10.4(b)Debt is not increased above the amount then outstanding; (biii) Debt of any Subsidiary to the Borrower or any accrued expenses, current trade payables and other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements current liabilities arising in the ordinary course of business and not incurred through the borrowing of negotiable instruments in the course of collectionmoney; (eiv) unsecured intercompany Debt (x) of any Subsidiary to the Borrower, (y) of any Subsidiary to a Guarantor, and (z) of the Borrower to any Guarantor, provided that any such Debt under this clause (IV) is incurred in the ordinary course of business and, if requested by the Agent, is evidenced by one or more promissory notes pledged to the Agent pursuant to the Pledge Agreement, is payable on demand and, is fully subordinated in right of payment to the Credit Obligations and the Guaranty Obligations, as applicable; and provided further, that intercompany Debt for money borrowed by the Palestine Limited Partnership shall not exceed those obligations evidenced by the Palestine Limited Partnership Note and that all other intercompany Debt owed by Palestine Limited Partnership shall not exceed amounts currently payable pursuant to the Hospital Management Agreement dated in or about June, 1996, between Palestine-Principal, Inc., a Tennessee corporation, and the Palestine Limited Partnership, as such agreement may be amended, supplemented or renewed from time to time in compliance with SECTION 6.25 hereof. (v) Contingent Obligations permitted by SECTION 6.3; (vi) Debt of the Borrower or under any Subsidiary representing Swap Agreement relating to the portion Debt incurred under this Agreement; provided that the notional amount of all such agreements at any time shall not exceed the aggregate amount of the purchase price of property acquired Commitments at such time; (vii) Debt assumed or incurred in connection with a Permitted Acquisition to the extent such Debt is approved by and, if required by the Borrower or such Subsidiary that is Required Lenders, subordinated on terms acceptable to the Required Lenders; (viii) Debt with respect to financed insurance premiums not past due; (ix) unsecured Subordinated Debt; and (x) other Debt (including, without limitation, Debt secured by purchase money liens described in clause (E) of the definition of Permitted Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the and Capital Lease Obligations) in an aggregate principal amount of such Debt at any time outstanding not to exceed thirty percent (30%) of the Consolidated Net Worth of $3,000,000 for the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.

Debt. The Holdings and the Borrower will shall not, and will shall not permit any Subsidiary of its Restricted Subsidiaries to, incur or permit to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or Holdings and any of its Subsidiaries, so long as Restricted Subsidiaries under the Loan Documents (A) such Debt is otherwise permitted under Section 10.3(g) including pursuant to Sections 2.6 and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b2.7); (b) (i) Debt of described on Schedule 8.12 (it being understood and agreed that any Subsidiary to such Debt that is repaid shall not be reborrowed) and any Refinancing Debt in respect thereof and (ii) any intercompany Debt outstanding on the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any SubsidiaryClosing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise), including without limitation any Debt evidenced by the Enterprise Equipment Lease Agreement and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Borrower, Holdings and its Restricted Subsidiaries as at the last day of the Test Period ended on or prior to the date that such Debt existing as was incurred shall not exceed the greater of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b(x) $75,000,000 and refinancings thereof other than Debt that has been refinanced by the proceeds (y) 5.0% of LoansConsolidated Total Assets; (d) endorsements Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements entered into by a Borrower or Restricted Subsidiary of Holdings in the ordinary course of business of negotiable instruments in the course of collectionand not for speculative purposes; (ef) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower or any of its Restricted Subsidiaries otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt (ii) if the Debt being guaranteed by any Obligor is Debt of a Restricted Subsidiary that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 2.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence) as of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred and any Refinancing Debt in respect thereof; (k) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business, or (y) consisting of indemnities, obligations in respect of earn outs (including the REV Energy Earnout) or other purchase price adjustments or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions (or other acquisitions constituting Permitted Investments) or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or any Stock of Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) Debt incurred pursuant to the First Financial 2021 Loan Agreement, in an aggregate principal amount not to exceed $30,000,000 and any Refinancing Debt related thereto; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (i) such Debt is not guaranteed by any Obligor, (ii) the holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (iii) such Debt is not secured by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under this clause (p) shall not exceed the greater of (x) $10,000,000 and (y) 1.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (q) Debt of the Borrower or any Subsidiary representing Restricted Subsidiary; so long as (x) in the portion case of secured Debt, at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Senior Secured Net Leverage Ratio, calculated on a Pro Forma Basis as of the purchase price last date of property acquired by the Test Period most recently ended on or prior to the incurrence of such secured Debt, that is no greater than 2.00:1.00 and (y) in the case of unsecured Debt, at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such Subsidiary unsecured Debt, that is no greater than 2.50:1.00; provided that (A) any secured Debt incurred pursuant to clause (x) hereof may only be secured by a first priority security interest in the Fixed Asset Collateral and/or a second priority security interest in the Current Asset Collateral, (B) if such Debt will be secured by assets that do not also secure the Obligations prior to the incurrence of such Debt, as a condition to the permissibility of the incurrence of such Debt under this clause (q), Collateral Agent shall be granted a Lien on such assets to secure the Obligations, (C) the holder of any such debt that is secured by Liens permitted by Debt (or an agent or representative in respect thereof) shall have entered into the provisions of Section 10.2(d); providedIntercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower (providing, howeveramong other things, that the Liens on the Current Asset Collateral securing such Debt or other obligations shall rank junior to the Collateral Agent’s Liens on the Current Asset Collateral and any Liens on Fixed Asset Collateral to secure such Debt may rank senior to the Collateral Agent’s Liens on the Fixed Assets Collateral), (D) no Default or Event of Default is then continuing or would result therefrom, (E) the borrower and guarantors with respect to such Debt shall only be the Obligors (or if any other Person is a borrower or guarantor in respect of such Debt, such other Person shall become a Guarantor hereunder and under the other Loan Documents pursuant to Section 8.22), (F) the maturity of such Debt shall be no earlier than 6 months following the latest Stated Termination Date in effect at the time such debt is entered into and (G) such Debt shall not provide for amortization payments (other than up to 5.0% per annum of the principal amount thereof) and in the case of the Debt permitted under this clause (q), any Refinancing Debt in respect thereof; (r) Debt of Borrower and the Guarantors under the Term Loan Documents in an aggregate principal amount not to exceed the Fixed Asset Cap (as defined in the Initial Intercreditor Agreement) and any Refinancing Debt in respect thereof; provided that, solely in the case of such Refinancing Debt, (i) in no time may event shall the aggregate principal amount of such Debt at any time outstanding in reliance on this clause (r) exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date Fixed Asset Cap (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) defined in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its SubsidiariesInitial Intercreditor Agreement), (ii) the proceeds holder of any such debt that is secured Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower (providing, among other things, that the Liens on the Current Asset Collateral securing such Debt or other obligations shall rank junior to the Collateral Agent’s Liens on the Current Asset Collateral and any Liens on Fixed Asset Collateral to secure such Debt may rank senior to the Collateral Agent’s Liens on the Fixed Assets Collateral), (iii) such Debt may only be secured by a first priority security interest in the Fixed Asset Collateral and/or a second priority security interest in the Current Asset Collateral, in each case, subject to each Intercreditor Agreement, (iv) if such Debt will be secured by assets that do not also secure the Obligations prior to the incurrence of such Debt, as a condition to the permissibility of the incurrence of such Debt is used solely under this clause (r), Collateral Agent shall be granted a Lien on such assets to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiariessecure the Obligations, and (iiiv) after giving effect to such Debt, no Default or Event of Default is then continuing or would result therefrom, (vi) the borrower and guarantors with respect to such Debt shall exist; andonly be the Obligors (or if any other Person is a borrower or guarantor in respect of such Debt, such other Person shall become a Guarantor hereunder and under the other Loan Documents pursuant to Section 8.22), (vii) the maturity of such Debt shall be no earlier than 6 months following the latest Stated Termination Date in effect at the time such debt is entered into and (viii) such Debt shall not provide for amortization payments (other than up to 5.0% per annum of the principal amount thereof); (s) Guaranties incurred in the ordinary course of business (and not in respect of Debt for borrowed money) in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt arising under in respect of obligations of Holdings or any Receivables Purchase Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) unsecured Debt in respect of intercompany obligations of Holdings or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (u) the IO-TEQ Debt in an aggregate principal amount at any time outstanding not to exceed $413,080; (v) solely to the extent that the Permitted Sale Leaseback Transaction has occurred, Attributable Indebtedness incurred in connection with the Permitted Sale Leaseback Transaction in an aggregate amount not to exceed $50,000,000; (w) solely to the extent that the Permitted Sale Leaseback Transaction has not occurred, purchase money Debt incurred to finance (or refinance) the acquisition of the Specified FTS Real Estate in an aggregate principal amount not to exceed $50,000,000 (not including any reasonable and document out-of-pocket fees, or costs and expenses incurred or assessed in connection with such Debt); (x) Debt incurred pursuant to the Monarch Acquisition Seller Financing Debt Agreement.; provided that (i) the aggregate principal amount at any time outstanding shall not exceed an amount equal to $87,500,000 minus the aggregate amount of all payments and prepayments in respect of the principal amount thereof (excluding for the avoidance of doubt any fees, costs, expenses and indemnification obligations that may also be payable and/or automatically capitalized thereunder) and (ii) such Debt is incurred solely with respect to financing in part the purchase price of the Monarch Acquisition; (y) Debt incurred pursuant to the REV Energy Seller Financing Debt Agreement; provided that (i) the aggregate principal amount at any time outstanding shall not exceed an amount equal to $40,000,000 minus the aggregate amount of all payments and prepayments in respect of the principal amount thereof (excluding for the avoidance of doubt any fees, costs, expenses and indemnification obligations that may also be pay

Debt. The Borrower will notNo Loan Party shall, and will not nor shall it permit any Subsidiary of its Restricted Subsidiaries to, incur directly or indirectly, incur, create, assume, or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) existing Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiarydescribed on Schedule 8.1; (c) Purchase Money Debt existing as and Capitalized Lease Obligations in an aggregate principal amount at the time incurred, together with the principal amount outstanding of March 31all other Debt incurred pursuant to this clause (c), 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by not to exceed the proceeds of LoansThreshold Amount; (d) endorsements Debt associated with worker’s compensation claims; (e) unsecured intercompany Debt owed by any Loan Party to another Loan Party, (ii) owed by any Loan Party to a Restricted Subsidiary that is not a Loan Party; provided that such Debt (A) shall be subordinated to the Obligations in a manner reasonably satisfactory to Administrative Agent and (B) does not require the payment of cash interest by any Loan Party to a non-Loan Party, and (iii) owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party; provided that such Debt (A) is permitted under Section 8.5 and (B) shall be evidenced by a promissory note pledged and delivered to Administrative Agent pursuant to the Security Documents; (f) Guarantees by any Loan Party of Debt of any other Loan Party not otherwise prohibited pursuant to this Section 8.1; (g) Debt associated with financing of insurance premiums in the ordinary course of business; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft, payment order or other debit drawn, presented or issued against insufficient funds in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt is extinguished within three (3) Business Days of its incurrence; (i) any unsecured senior or unsecured senior subordinated Debt of Panhandle Eastern and/or Borrower or any Restricted Subsidiary and guarantees thereof by Borrower or any Restricted Subsidiary; provided that, in each case: (i) such Debt shall solely be comprised of unsecured senior or unsecured senior subordinated Debt, (ii) such Debt shall not provide for any amortization of principal or any scheduled prepayments of principal on any date prior to 180 days after the Maturity Date in effect at the time of incurrence or issuance, (iii) such Debt shall not contain a scheduled maturity date that is earlier than 180 days after the Maturity Date in effect at the time of incurrence or issuance, (iv) such Debt (or the documents governing such Debt) shall not contain (A) financial maintenance covenants that are more restrictive or onerous with respect to Borrower and its Restricted Subsidiaries than the financial maintenance covenants in this Agreement (as determined in good faith by senior management of Borrower), (B) covenants (other than financial maintenance covenants) or events of default, taken as a whole, that are more restrictive or onerous with respect to Borrower and the Restricted Subsidiaries than the covenants (other than financial maintenance covenants) and events of default in this Agreement (as determined in good faith by senior management of Borrower), (C) restrictions on the ability of Borrower or any of Panhandle Eastern’s its Subsidiaries is otherwise permitted under Section 10.3(a))to guarantee the Obligation or to pledge assets as collateral security for the Obligations, provided that (D) any mandatory prepayment or Redemption provisions which would require a mandatory prepayment or Redemption of such Debt (other than provisions requiring Redemption or offers to Redeem in connection with asset sales or a “change in control”) or (E) any prohibition on the prior repayment of any Obligations, (v) immediately after giving effect to the incurrence or issuance of such other Debt, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.8(f) on account thereof and on the date of such incurrence or issuance of such Debt: (iA) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization Borrower shall be no greater than 0.65 to 1.00 at all times; (iii) in pro forma compliance with each of the ratio of EBDIT Financial Covenants, in each case, for the four fiscal quarters Rolling Period most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; which financial statements are available and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt no Event of Default or Borrowing Base Deficiency shall have a final maturity date prior to the Maturity Date, exist and (yvi) such additional Debt the Borrowing Base shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in automatically be reduced on the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary date of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds incurrence or issuance of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and the extent (iiiif any) after giving effect to such Debt, no Default or Event of Default shall existrequired by Section 2.8(f); and (ij) other Debt arising under any Receivables Purchase and Sale Agreementin an aggregate principal amount at the time incurred, together with the principal amount outstanding of all other Debt incurred pursuant to this clause (j), not to exceed the Threshold Amount.

Debt. The Borrower will not(i) Incur any Debt other than Permitted Debt; (ii) prepay, and will not permit redeem, purchase, defease or otherwise satisfy in any Subsidiary tomanner prior to the scheduled repayment thereof any Permitted Debt (other than amounts due or permitted to be prepaid in respect of this Note, incur or permit to exist any Debtthe Line of Credit Note, except: the Harlingwood Notes (a) Debt evidenced by provided that, in the case of prepayment permitted under the Harlingwood Notes, the Facility Company shall pay the Harlingwood Notes, or this Note, and the Facility Letter Line of Credit ObligationsNote on a pro rata basis in accordance with the respective outstanding principal amounts then due and owing under such promissory notes, or outstanding under any Equity-Preferred Securities (unless otherwise consented to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(bHolder), and Debt permitted by clause (vii) of the Borrower to definition of Permitted Debt); or (iii) amend, modify or otherwise change the terms of any Subsidiary; Permitted Debt (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than this Note, the Line of Credit Note, the Harlingwood Notes, and Debt that has been refinanced permitted by the proceeds of Loans; clause (dvii) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower definition of Permitted Debt) so as to accelerate the scheduled repayment thereof or any Subsidiary representing increase the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Permitted Debt outstanding exceed thirty percent (30%provided that, notwithstanding anything to the contrary in the foregoing, the Harlingwood Notes shall not be amended, modified or otherwise changed so as to accelerate the scheduled repayment thereof or to impose materially more burdensome terms upon Company or the relevant Subsidiary). Amendment to Section 10(a)(vi). Section 10(a)(vi) of the Consolidated Net Worth of the Borrower and Note is hereby amended to read in its Subsidiaries entirety as of the applicable determination date;follows: (fvi) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or Company or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, Subsidiary (i) there shall exist no Default fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or Event otherwise, (a) under the BFI Loan Documents, (b) under the Line of Default; and Credit Note, (iic) under the ratio Harlingwood Notes, or (d) in respect of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; any Debt (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier other than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than Debt hereunder, the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to Debt under the Borrower exercisableBFI Loan Documents, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional the Debt shall have a final maturity date prior to under the Maturity DateLine of Credit Note, and the Debt under the Harlingwood Notes) having an aggregate outstanding principal amount (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) individually or in the aggregate plus Twenty Million Dollars ($20,000,000.00with all other Debt as to which such a failure shall exist) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other less than Panhandle Eastern and its Subsidiaries)$5,000, (ii) fails to observe or perform any other agreement or condition relating to (a) the proceeds BFI Loan Documents, (b) the Line of Credit Note, (c) the Harlingwood Notes, or (d) any such Debt described in clause (i)(d) above, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of the BFI Loan Documents, the Line of Credit Note, the Harlingwood Notes or any such Debt described in clause (i)(d) above (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, the Debt under the BFI Loan Documents, the Line of Credit Note, the Harlingwood Notes or the Debt described in clause (i)(d) above to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise); Amendment to Section 17. Section 17 of the Note is used solely hereby amended to finance capital expenditures of Trunkline LNG Holdings and/or read in its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.entirety as follows:

Debt. The Borrower will notIncur, and will not permit any Subsidiary to, incur assume or permit allow to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to existing on the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(bdate hereof which is identified on Schedule 6.1(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of LoansBasic Documents; (d) endorsements Capital Leases that do not exceed $250,000 in the ordinary course of business of negotiable instruments in the course of collection;aggregate (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination datea Permitted Encumbrance; (f) Debt evidenced by Senior Notesunder a Hedging Agreement permitted under this Agreement; (g) additional Debt of the Borroweraccounts payable, accrued expenses, and additional Debt obligations to pay the deferred purchase price of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided property or services that after giving effect to the issuance thereof, (i) there shall exist no Default or Event are incurred in the ordinary course of Default; and business, (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater are not more than 0.65 to 1.00 at all times; 90 days past due or otherwise delinquent, and (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall do not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) 250,000 in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred excluding amounts being diligently contested in connection good faith and by appropriate action by Borrower and against which Borrower maintains adequate reserves in accordance with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionGAAP); (h) additional letters of credit, worker’s compensation claims, surety bonds and performance bonds incurred in the ordinary course of business, and, with respect to each such instrument or claim that exceeds $250,000, Approved by Administrative Agent in its reasonable discretion; (i) guaranties permitted to exist pursuant to Section 6.3; (j) endorsements of negotiable instruments for collection in the ordinary course of business; (k) Debt Approved by Administrative Agent in its reasonable discretion and fully subordinated to the Obligations pursuant to a Subordination Agreement; and (l) Debt which represents an extension, refinancing or renewal of Trunkline LNG Holdings or any of its Subsidiariesthe Debt described in Sections 6.1(b)-(j) (such Debt being so extended, so long refinanced or renewed being referred to herein as the “Refinanced Debt”); provided that (i) such Refinancing Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is does not recourse in any respect to increase the Borrower or any other Subsidiary principal amount of the Borrower (other than Panhandle Eastern Refinanced Debt, except in the amount of reasonable and its Subsidiaries)customary fees, cost and expenses incurred in connection with the extension, renewal or replacement, (ii) any Liens securing such Refinanced Debt are not extended to any additional property of Borrower, (iii) such Refinancing Debt does not result in a shortening of the proceeds average weighted maturity of such Refinanced Debt, (iv) if such Refinanced Debt is used solely was subordinated in right of payment to finance capital expenditures the Obligations, then the terms and conditions of Trunkline LNG Holdings and/or such Refinancing Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Refinanced Debt, (v) no Event of Default exists; (vi) Borrower has provided three days prior written notice to Administrative Agent of its Subsidiariesintention to incur Refinanced Debt, and (iiivii) after giving effect Borrower has provided Administrative Agent with all information reasonably requested by Administrative Agent in order to such Debt, no Default or Event of Default shall exist; and (i) confirm that the Refinanced Debt arising under any Receivables Purchase and Sale Agreementcomplies with this Section 6.1(l).

Debt. The Borrower will notCreate, and will not permit any Subsidiary toincur, incur assume, maintain or permit to exist otherwise become liable or be liable in respect of any Debt, except: other than: (a) Debt evidenced by the Notes, Noteholder Obligations and the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not obligations in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries respect of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); Securities Purchase Documents; (b) Debt of any Subsidiary of the Company incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b)acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided, that the aggregate amount of Debt permitted by this clause (b) shall not exceed $7,000,000; and, provided, further that such Debt is incurred prior to or within 90 days after such acquisition or the Borrower to any Subsidiary; completion of such construction or improvement; (c) Capital Leases or other Debt existing incurred in connection with the financing (including any modification, refinancing or replacement thereof that does not, when taken as a whole, have an adverse effect on the Purchasers) of March 31the utility plant owned and operated by Northwind and located on the Energy Premises, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements Senior Debt permitted by the Intercreditor Agreement (Senior Debt), (e) Debt listed on Section 7.4 of the Disclosure Schedule of Aladdin Gaming assumed by OpBiz pursuant to the Acquisition Agreement) and any renewals, extensions or refinancing thereof that do not increase the aggregate outstanding principal amount thereof, plus accrued and unpaid interest on the Debt refinanced, (f) the Guaranties permitted by Section 7.3; (g) Debt of any Person that becomes a Subsidiary after the date hereof, in accordance with the terms hereof, provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and provided, further, that neither the Company nor OpBiz becomes liable for any such Debt; (h) Debt of any Subsidiary of the Company as an account party in respect of trade letters of credit issued in the ordinary course of business of negotiable instruments in the course of collection; business; (ei) [reserved]; (j) Debt of the Borrower or any Subsidiary representing the portion Subsidiaries of the purchase price Company in respect of property acquired by performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade letters of credit, in each case provided in the Borrower ordinary course of business, and any extension, renewal or such Subsidiary refinancing thereof to the extent not provided to secure the repayment of other Debt and to the extent that the amount of refinancing Debt is secured by Liens permitted by not greater than the provisions amount of Section 10.2(d)Debt being refinanced; (k) Hedge Obligations (provided, however, that at no time may the aggregate notional principal amount of any such Hedge Obligations does not exceed the principal amount of indebtedness to which such Hedge Obligation relates); (l) Debt outstanding exceed thirty percent (30%incurred in connection with letters of credit in the aggregate stated face amount of up to $90,000,000 that are obtained for the benefit of OpBiz, the proceeds of draws under which shall be applied for Renovation Capital Expenditure or as required by Sections 4.3(b) or 7.13 of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a))Credit Agreement, provided that after giving effect to the issuance thereof, (i) there any draw down of funds under such letters of credit shall exist no Default or Event of Default; be treated as an equity investment by the Company in OpBiz and (ii) the ratio Company has posted cash collateral equal to the face amount of Consolidated Total Indebtedness such letters of credit outstanding from time to Consolidated Total Capitalization shall be no greater than 0.65 time (or if such letters of credit are not fully cash collateralized, has a combination of unrestricted cash on deposit in the Company's bank accounts and cash collateral equal to 1.00 at all times; (iii) the ratio stated face amount of EBDIT for the four fiscal quarters most recently ended such letters of credit outstanding from time to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all timestime); and (ivm) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional unsecured Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely Company not to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementexceed $500,000 in aggregate principal amount outstanding.

Debt. The Borrower Issuer will not, and will not permit any Subsidiary other Note Party to, incur incur, create, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notes, Notes or other Obligations arising under the Facility Notes, Note Documents or any guaranty of or suretyship arrangement for the Facility Letter of Credit Obligations, Notes or outstanding other Obligations arising under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Note Documents; (b) Debt of any Subsidiary Note Party under Purchase Money Security Interests and Capital Leases not to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiaryexceed $2,000,000; (c) Debt existing as of March 31associated with worker’s compensation claims, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced bonds or surety obligations required by the proceeds of Loans; (d) endorsements Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (d) (i) Debt between the Issuer and its Subsidiaries that are Note Parties, (ii) Debt between the Subsidiaries of negotiable instruments the Issuer which are Note Parties, and (iii) Debt extended to the Issuer and its Subsidiaries which are Note Parties by any other Note Party; provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Note Party, and (2) any such Debt owed by either the Issuer or a Guarantor shall be subordinated to the Obligations on terms set forth in the course of collectionGuaranty Agreement; (e) Debt endorsements of negotiable instruments for collection in the Borrower or any Subsidiary representing the portion ordinary course of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination datebusiness; (f) Debt evidenced by Senior Notesobligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due; (g) additional Debt associated with appeal bonds and bonds or sureties provided to any Governmental Authority or to any other Person in connection with the operation of the BorrowerOil and Gas Properties, including with respect to plugging, facility removal and additional abandonment of the Oil and Gas Properties; (h) Debt in respect of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), Senior Unsecured Notes; provided that (i) after giving effect to the incurrence or issuance thereof, (i) there the Issuer shall exist no Default or Event of Default; be in compliance on a pro forma basis with the financial covenant set forth in Section 9.01 and (ii) the ratio Issuer shall only be permitted to incur such Senior Unsecured Notes if the net cash proceeds thereof (other than up to $10,000,000 in excess proceeds incurred as a result of Consolidated Total Indebtedness good-faith rounding and estimation in determining the issuance amount of such Senior Unsecured Notes) are used solely to Consolidated Total Capitalization redeem in full the Issuer Series B Preferred Units and substantially contemporaneously therewith an equivalent amount of Series B Redeemable Preferred Stock of RRI in full in accordance with the RRI Certificate of Designations no later than twenty-five (25) days after the date of incurrence of such Senior Unsecured Notes if, and only if, at such time the Series B Redeemable Preferred Stock of RRI is owned in whole or in part by EIG (it being agreed and understood that if EIG does not own the Series B Redeemable Preferred Stock in whole or in part at such time, no Senior Unsecured Notes may be incurred hereunder); provided that until the redemption of the Issuer Series B Preferred Units and the Series B Redeemable Preferred Stock of RRI, such net cash proceeds received from the issuance of the Senior Unsecured Notes shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have held in a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be deposit account subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date an Account Control Agreement; (as so extendedi) and shall be subject to no mandatory redemption or “put” to the Borrower exercisableextent constituting Debt, or sinking fund or obligations in respect of Swap Agreements; (j) other similar mandatory principal payment provisions that require payments Debt, not to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) 3,000,000 in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by at any other financial institutionone time outstanding; (hk) additional any guarantee of any other Debt permitted to be incurred hereunder; (l) Debt in respect of Trunkline LNG Holdings or any the First Lien Credit Facility that is subject to the terms of its Subsidiaries, so long as the Intercreditor Agreement; provided that (i) such Debt is to Trunkline LNG Holdings and/or any a single conforming commercial banking revolving facility for oil and gas secured loan transactions with no differentiation among the First Lien Lenders and all such Debt is pari passu in right of its Subsidiaries only payment, pricing, maturity, security and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries)liquidation thereof, (ii) the proceeds of such Debt Person selected to be the administrative agent thereunder is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its SubsidiariesPNC Bank, National Association or another administrative agent recognized as being an established administrative agent for commercial banking borrowing base lending facilities for oil and gas secured transactions and (iii) after the First Lien Lenders are commercial banking institutions that invest in conforming revolving borrowing base facilities of such type in the ordinary course of business; and (m) obligations in respect of any Issuer Preferred Units so long as such obligations are not classified as debt under GAAP or no mandatory redemption payment is then due; provided, however, even if such Issuer Preferred Units are classified as debt under GAAP or a mandatory redemption payment is due thereunder (“Reclassified Units”), such Reclassified Units shall still be deemed permitted under this Section 9.02 as long as the Borrower is in pro forma compliance with Section 9.01 measured upon giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale AgreementReclassified Units.

Debt. The Borrower will not, and will not permit any Subsidiary to, No Obligated Party shall incur or permit to exist maintain any Debt, except: other than: (a) the Obligations; (b) the Debt evidenced described on Schedule 6.7; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment; provided that the Liens securing such Capital Leases and purchase money secured Debt shall attach only to the Equipment acquired by the Notesincurrence of such Capital Leases and purchase money secured Debt and provided that such Capital Leases and purchase money Debt shall not exceed $20,000,000 in the aggregate at any time outstanding; (d) Debt evidencing a refunding, renewal, or extension of the Debt described in clause (b) and clause (c) preceding; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed, or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed, or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal, or extension are, in the Agent's reasonable discretion, no less favorable to such Obligated Party, the Facility NotesAgent, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities Lenders than the original Debt; (to the extent the same constitutes Debt) not in default, as well as (ie) Debt owing by an Obligated Party other than the Parent to another Obligated Party for intercompany loans and advances made for working capital in the ordinary course of Panhandle Eastern and/or any business; (f) Guaranties of its Subsidiaries, so long as (A) such Debt is otherwise which are permitted under Section 10.3(g) and 7.12; (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (bg) Debt that constitutes "mark to market" exposure resulting from any Hedge Agreements for the ▇▇▇pose of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements hedging in the ordinary course of business of negotiable instruments against fluctuations in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); providedinterest rates, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrowercommodity prices, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries foreign exchange rates; (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, h) Subordinated Debt; (i) there shall exist no Default or Event of Default; and (ii) Debt under the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all timesTerm Loan Facility; (iiij) obligations under "take or pay" contracts or similar arrangements entered into in the ratio ordinary course of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all timesbusiness; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to provided that neither the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or nor any of its Subsidiaries only and is not recourse in have made payments under any respect to the Borrower such contracts or any other Subsidiary of the Borrower (arrangements other than Panhandle Eastern payments for product received or product such Person reasonably expects it will be able to receive within one year from the date the payment was made and its Subsidiaries), the amount of all such payments in the aggregate could not reasonably be expected to have a Material Adverse Effect; (iik) the proceeds other unsecured Debt in an aggregate amount outstanding at any time not in excess of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, $10,000,000; and (iiil) after giving effect liabilities and obligations in existence on the Closing Date that are reclassified as Debt due to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementa change in GAAP.

Debt. The No Borrower will notshall, and will not nor shall any Borrower permit any Subsidiary of its Subsidiaries or the LS&Co. Trust to, incur directly or permit indirectly create, incur, assume or suffer to exist any Debt, except: (a) Debt evidenced by in the Notes, the Facility Notes, or the Facility Letter case of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as LS&Co, (i) Debt of Panhandle Eastern and/or owed to LSFCC or any of its SubsidiariesSubsidiary, so long as which Debt, if owed to any Guarantor or Limited Guarantor, (A) such shall constitute Pledged Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect shall be evidenced by promissory notes in form and substance satisfactory to the issuance Agent, shall be subordinated in right of such Debt, payment to the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries payment in full of the Borrower Obligations and such promissory notes shall be pledged as security for purposes the Obligations of the holder thereof under the Loan Documents to which such calculation) holder is no greater than 0.70 a party and delivered to 1.00, the Agent pursuant to the terms of the Pledge and Security Agreement; (ii) any loans Debt of LS&Co issued in a Capital Markets Transaction provided such Debt is unsecured and such Debt does not have a stated maturity date or advances by required principal payments earlier than six months after the Borrower to Panhandle Eastern and/or any Stated Termination Date; (iii) Guarantees of LS&Co under the LS&Co. Trust Agreement, provided that the investment activities of the Borrower’s other Subsidiaries permitted LS&Co. Trust are in compliance with the Investment Policies; and (iv) Guarantees of LS&Co in respect of the obligations of Guarantors or Limited Guarantors arising under Section 10.4(b)or in connection with Selected Revolving Lender Cash Management Services; (b) in the case of Subsidiaries specified in this Section 7.15(b), (i) Debt owed to LS&Co by LSFCC or any Guarantor or Debt owed to any Guarantor or any Limited Guarantor by another Guarantor, which Debt (A) shall constitute Pledged Debt and (B) shall, except in the case of any Subsidiary redeemable preferred stock, be evidenced by promissory notes in form and substance satisfactory to the Borrower or any other SubsidiaryAgent, except shall be subordinated in right of payment in full of the Obligations, and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the extent limited by Agent pursuant to the terms of Section 10.4(b), the Pledge and Security Agreement; (ii) Debt of the Borrower owed to any Limited Guarantor by any Guarantor or another Limited Guarantor; (iii) Debt owed to any Foreign Subsidiary by any Guarantor, any Limited Guarantor or another Foreign Subsidiary; (c) in the case of LS&Co and Subsidiaries specified in this Section 7.15(c), (i) Debt existing as of March 31, 2010 as reflected LS&Co and its Subsidiaries outstanding on financial statements delivered under Section 7.2(b) the Original Closing Date and refinancings thereof other than Debt that has been refinanced by the proceeds of Loanslisted on Schedule 6.9; (dii) endorsements Debt of LS&Co and its Subsidiaries under the Loan Documents; (iii) Debt of LS&Co and its Subsidiaries (other than LSFCC) secured by Liens permitted by Section 7.13(c) not to exceed in the aggregate $50,000,000 at any time outstanding; (iv) Debt of LS&Co, LSIFCS or any Material Domestic Subsidiary in respect of Ordinary Course Hedge Agreements and consistent with prudent business practice, provided that the aggregate Hedge Termination Value of all such Ordinary Course Hedge Agreements with third parties under which LS&Co, LSIFCS or any Material Domestic Subsidiary would be required to make a payment on termination thereof does not exceed in the aggregate $75,000,000; (v) so long as the Minimum Intercompany Transaction Requirement is met, Debt of LS&Co and its Subsidiaries (other than LSFCC) to LSIFCS in the ordinary course of business and Debt of negotiable instruments LSIFCS to LS&Co and any of its other Subsidiaries (other than LSFCC) in the ordinary course of collectionbusiness; (evi) Debt of LS&Co under an IP Facility, provided an Intercreditor Agreement in form and substance satisfactory to the Borrower Lenders is executed in connection with such IP Facility; (vii) Debt of LS&Co and its Subsidiaries (other than LSFCC) in the form of Real Estate Financing Transactions, provided the aggregate principal amount of all Debt permitted under this Section 7.15(c)(vii) and Section 7.15(c)(viii) (including all such Debt existing on the Original Closing Date and listed on Schedule 6.9) does not exceed in the aggregate $175,000,000 at any time outstanding; (viii) Debt of LS&Co and its Subsidiaries (other than LSFCC) in the form of Equipment Financing Transactions, provided the aggregate principal amount of all Debt permitted under this Section 7.15(c)(viii) and Section 7.15(c)(vii) (including all such Debt existing on the Original Closing Date and listed on Schedule 6.9) does not exceed in the aggregate $175,000,000 at any time outstanding; (ix) Ordinary Course Hedge Agreements between LS&Co and its Subsidiaries (other than LSFCC) and between LSIFCS and any other Subsidiaries of LS&Co (other than LSFCC) in the ordinary course of business; (x) customary unsecured indemnification obligations and other unsecured Guarantees of LS&Co incurred in connection with any Permitted Foreign Receivables Transaction or any Subsidiary representing Foreign Inventory Transaction; (xi) Debt of LS&Co to any of its Subsidiaries (other than LSFCC) or of any of its Subsidiaries (other than LSFCC) to any of its Subsidiaries (other than LSFCC) in connection with the portion purchases of inventory or raw materials in the ordinary course of business in an amount not to exceed the purchase price thereof and any related servicing fees; (xii) Debt of property acquired LS&Co and its Subsidiaries arising from the honoring of a check, draft, wire transfer or similar instrument against insufficient funds; provided that such Debt is unsecured other than by a Lien permitted pursuant to Section 7.13(l) or is supported by a Letter of Credit; (xiii) so long as the Borrower Minimum Intercompany Transaction Requirement is met, Debt of LS&Co to any of its Subsidiaries and Debt of any of its Subsidiaries to LS&Co or to any of its other Subsidiaries (other than LSFCC); (xiv) Debt of LS&Co to any of its Subsidiaries and Debt of any of its Subsidiaries to LS&Co or to any of its other Subsidiaries incurred in connection with a Disposition permitted under Sections 7.17(e) and 7.17(m); (xv) Debt of any Foreign Subsidiary to any Person other than LS&Co or any of its Subsidiaries; (xvi) in addition to the foregoing Sections 7.15(c)(i)-(xv) and without duplication, Debt (other than Debt under Ordinary Course Hedge Agreements) of LS&Co and its Subsidiaries (other than LSFCC), provided that the sum, without duplication, of the aggregate principal amount of all Debt outstanding at any time under this Section 7.15(c)(xvi) and Section 7.15(c)(xvii) shall not exceed $150,000,000 at any time; (xvii) Debt (other than Debt under Ordinary Course Hedge Agreements) of LSFCC not exceeding $10,000,000 in aggregate principal amount at any time outstanding; (xviii) Capital Leases of LS&Co, LSFCC, any Guarantor or any Limited Guarantor not exceeding $75,000,000 in aggregate principal amount at any time outstanding; and (xix) obligations of LS&Co to purchase Equity Interests from present or former employees, directors or other recipients (and their beneficiaries) of such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d)Equity Interests under LS&Co’s incentive compensation plans and agreements as provided under such plans and agreements; provided, however, that at no time may for all purposes under this Section 7.15 all direct and indirect references to “Limited Guarantors” shall exclude foreign branches of Limited Guarantors; provided further, that (i) the aggregate principal amount requirements of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or this Section 7.15 shall not apply during any of Panhandle Eastern’s Subsidiaries Minimum Excess Availability Period (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereofany proposed Debt, (i) there shall exist no Default or Event of Default; Availability would not be less than $25,000,000), and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) be deemed to have occurred following any Minimum Excess Availability Period based solely on any Debt arising under created, incurred or assumed during any Receivables Purchase Minimum Excess Availability Period and Sale Agreementany such Debt shall not be taken into account when applying the dollar limitations set forth in this Section 7.15.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any Subsidiary toof its Restricted Subsidiaries to create, incur incur, assume or permit suffer to exist exist, any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt in the case of Panhandle Eastern and/or any of its Subsidiaries, so long as the Borrower, (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect owed to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries a Wholly Owned Subsidiary of the Borrower for purposes of that is a Restricted Subsidiary; provided that, any such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances Debt owed by the Borrower to Panhandle Eastern and/or any Wholly Owned Subsidiary of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt Borrower that is not a Loan Party, shall be subordinated in right of any Subsidiary payment to the Obligations of the Borrower or any other Subsidiaryunder the Loan Documents and shall be evidenced by, except and subject to the extent limited by provisions of, an intercompany note that shall be pledged to the Collateral Agent in accordance with the terms of Section 10.4(b), and the Security Agreement, (B) other unsecured Debt aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Subsidiary;; provided that (I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Administrative Agent demonstrating such compliance and (II) such unsecured Debt ranks junior to or pari passu with the Facilities, (cC) other unsecured Debt existing as (including, for the avoidance of March 31doubt, 2010 as reflected on financial statements delivered under Section 7.2(bany long-term Debt incurred in connection with a note offering) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion Loan Party, other than Guaranties or other contingent obligations of the purchase price Borrower with respect to any Debt or other obligation of any Subsidiary; provided that (I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Administrative Agent demonstrating such compliance, (II) such unsecured Debt does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), prior to the date that is six months after the latest Termination Date applicable to the Facilities at the time such unsecured Debt is incurred, and (III) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents, and (D) (i) the Senior Notes and Permitted Junior Refinancing Debt in respect thereof in an aggregate principal amount not to exceed $400,000,000 and (ii) junior secured Debt in an aggregate principal amount at any time outstanding not to exceed $300,000,000; provided that, in the case of this clause (ii), (a) such Debt is (i) if secured, secured by Liens on (x) the Collateral that are junior to the Liens on the Collateral securing the Obligations and/or (y) property acquired by of Persons other than the Borrower or its Restricted Subsidiaries, (ii) not secured by any property or assets of any Loan Party other than the Collateral and (iii) not guaranteed by Subsidiaries of the Borrower other than the Subsidiary Guarantors, (b) such Subsidiary Debt does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), prior to the date that is 90 days after the latest Termination Date applicable to the Facilities at the time such Debt is incurred, (c) the security agreements (if such debt is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of Collateral) and guarantees (if such Debt outstanding exceed thirty percent (30%is guaranteed by one or more Subsidiary Guarantors) of the Consolidated Net Worth of the Borrower and its Subsidiaries as relating to such Debt have terms not more favorable to the respective creditors than the terms of the applicable determination date; Collateral Documents and the Subsidiary Guaranty (fwith such differences as are appropriate to reflect the nature of such junior lien Debt and any other differences reasonably satisfactory to the Administrative Agent or the Collateral Agent) and (d) if such Debt evidenced is secured by Senior Notes; (g) additional Debt the Collateral, a Representative acting on behalf of the Borrower, and additional Debt holders of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity become party to, or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or otherwise be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date provisions of, the Second Lien Intercreditor Agreement; (as so extendedE) and shall be subject to no mandatory redemption or “put” to pari passu secured Debt the incurrence of which would result in the Borrower exercisableand its Restricted Subsidiaries having Consolidated First Lien Debt (excluding therefrom any Debt pursuant to Section 5.02(b)(iii)(H), or sinking fund or other similar mandatory any Finance Lease Obligations and any Debt permitted by Section 5.02(b)(iii)(G)) in an aggregate principal payment provisions that require payments amount at any time outstanding not to be made toward principal, prior to such Maturity Date (as so extended); or (B) exceed (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and $750,000,000 minus (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars the sum of ($350,000,000.001) in the aggregate plus Twenty Million Dollars principal amount of all Advances outstanding at such time, ($20,000,000.002) the aggregate Available Amount of reimbursement obligations incurred in connection with Non-Facility all Letters of Credit issued outstanding at such time and (3) the aggregate Unused Revolving Credit Commitments at such time; provided that (I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a Bank certificate of the chief financial officer (or Banks or by any other financial institution; (hperson performing similar functions) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries)delivered to the Administrative Agent demonstrating such compliance, (iiII) immediately before and after the proceeds incurrence of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existhave occurred and be continuing and (III) if such Debt is secured by the Collateral, a Representative acting on behalf of the holders of such Debt shall have become party to, or otherwise be subject to the provisions of, an Intercreditor Agreement; (ii) (A) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Subsidiary of the Borrower that is a Restricted Subsidiary; provided that (I) any such Debt owed to any Wholly Owned Subsidiary of the Borrower that is not a Loan Party by any Restricted Subsidiary of the Borrower that is a Loan Party, shall be subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents and shall be evidenced by, and subject to the provisions of, an intercompany note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement and (II) any such Debt owed to the Borrower or to a Wholly Owned Subsidiary of the Borrower that is a Loan Party in excess of $250,000 by any Restricted Subsidiary that is not a Loan Party shall be evidenced by a promissory note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement, and (B) in the case of any Loan Party, Debt in the form of a Guaranty of Debt otherwise permitted under this Section 5.02(b); and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 5.02(b) hereto (other than the Senior Notes), (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance capital expenditures for the development of Greenfield Projects, (D) non-recourse Debt incurred for the transactions set forth in Section 5.02(a)(iv) secured by Liens permitted by Section 5.02(a)(iv), (E) Debt in respect of (i) Swaps (excluding interest rate Swaps) incurred in the ordinary course of business and consistent with prudent 114 Alliance Resource business practice with payment obligations of up to $250,000,000 at any time outstanding (subject to netting contemplated in the definition of “Swaps”) and (ii) interest rate Swaps incurred in the ordinary course of business and consistent with prudent business practice of up to $250,000,000 of notional indebtedness at any time outstanding (subject to netting contemplated in the definition of “Swaps”), (F) [reserved] (G) Finance Lease Obligations respecting newly acquired or sale-leaseback property or equipment, and other Debt incurred in connection with newly acquired property or equipment or a sale-leaseback under Section 5.02(e)(iii), aggregating not more than $150,000,000 at any time outstanding; provided, in each case, that the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt or Finance Lease Obligations had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Administrative Agent demonstrating such compliance, (H) Debt of the Borrower and its Restricted Subsidiaries, if any, arising in connection with receivables securitization programs on terms and conditions customary for transactions of that type in an aggregate principal amount not to exceed $100,000,000 at any time outstanding, and (I) (i) Debt arising of Alliance Resource Finance Corporation (as a co-obligor (with the Borrower) under the Indenture and (ii) Debt of a newly formed, special purpose entity that is a Wholly Owned Subsidiary of the Borrower and that is a Restricted Subsidiary, solely to the extent such Debt under clause (ii) is issued as a co-obligor (with the Borrower) of Debt issued in the capital markets having a maturity not earlier than the later of (x) July 9, 2024 and (y) 90 days after the latest Termination Date, and solely to the extent such Debt of the Borrower is otherwise permitted pursuant to Section 5.02(b) (for the avoidance of doubt, this basket shall be without duplication of any Receivables Purchase and Sale AgreementDebt capacity under Section 5.02(b)).

Debt. The Neither the Borrower will not, and will not permit nor any Subsidiary towill incur, incur create, assume or permit to exist any Debt, except:except the following (including the interest, fees and charges in connection therewith): (a) Debt evidenced by the Notes, Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Facility Notes, Notes or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Indebtedness; (b) Debt of any Subsidiary to the Borrower existing on the Closing Date which is reflected in the Financial Statements or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b)is disclosed in Schedule 9.01, and Debt of the Borrower to any Subsidiaryrenewals or extensions (but not increases) thereof; (c) Debt existing as accounts payable (for the deferred purchase price of March 31, 2010 as reflected on financial statements delivered under Section 7.2(bProperty or services) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements from time to time incurred in the ordinary course of business which, if greater than 120 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under capital leases (as required to be reported on the financial statements of negotiable instruments in the course of collectionBorrower pursuant to GAAP) not to exceed $5,000,000; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower Oil and its Subsidiaries as of the applicable determination dateGas Properties; (f) Debt evidenced by Senior Notesof the Borrower under Hedging Agreements the notional amounts on which do not exceed 95% of Borrower's anticipated oil and/or gas production to be produced during the term of such Hedging Agreements and which are entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (g) additional the Subordinated Debt not to exceed $150,000,000 of the Borrower, and additional Debt of Panhandle Eastern and/or principal outstanding at any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutiontime; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary extent Subordinated Debt permitted by (g) above is evidenced by Borrower's guarantee of indebtedness of ▇▇▇▇▇▇ Corporation, intercompany Subordinated Debt of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) to ▇▇▇▇▇▇ Corporation pursuant to which the proceeds of such Debt is used solely ▇▇▇▇▇▇ Corporation indebtedness have been advanced to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; andthe Borrower; (i) Debt arising under permitted by Section 9.03(g); (j) Debt evidenced by interest rate Hedging Agreements entered into by the Borrower in the normal course of business and not for speculative purposes; and (k) intercompany Subordinated Debt evidenced by advances from ▇▇▇▇▇▇ Corporation to the Borrower from time to time in the normal course of business; and (l) Debt not included within clauses (a) through (k) above not to exceed $5,000,000 at any Receivables Purchase and Sale Agreementtime outstanding.

Debt. The Borrower will notNot, and will not permit any Subsidiary other Affiliated Party to, incur create, incur, assume or permit suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt evidenced secured by Liens permitted by Section 11.2(e), and extensions, renewals and refinancings thereof; provided that the Notes, the Facility Notes, or the Facility Letter aggregate amount of Credit Obligations, or all such Debt secured by Liens permitted by Section 11.2(d) at any time outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) shall not in default, as well as exceed $15,000,000; (i) Debt of Panhandle Eastern and/or the Company to any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, Subsidiary and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower Company or any other another Subsidiary, except to provided, however, that the extent limited by the terms aggregate principal amount of Section 10.4(b), and Debt of the Borrower any foreign Subsidiaries to Company or to any Subsidiary; domestic Subsidiaries, outstanding from time to time, when incurred, shall not be in excess of an amount equal to twenty percent (c20%) Debt existing of Consolidated Net Worth as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of LoansCompany’s most recent Fiscal Year end; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collectionSubordinated Debt; (e) Debt of described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount thereof is not increased and no Default or Unmatured Event of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower Default shall have occurred and its Subsidiaries as of the applicable determination date;been continuing or would result therefrom. (f) Debt evidenced by Senior NotesContingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with dispositions permitted under Section 11.5; (g) additional Acquired Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise assumed in Acquisitions permitted under Section 10.3(a))11.5; and (h) the Senior Notes, and any refinancing of the Senior Notes which mature in 2008, provided that after giving effect to the issuance thereof, in connection with such refinancing that (i) there the Company shall exist not incur Debt (other than Subordinated Debt or Revolving Loans) in excess of $155,000,000, and (ii) all the proceeds thereof are used to refinance the Senior Notes on the stated maturity thereof and to pay the reasonable costs of issuing such Debt, provided that (A) no Unmatured Event of Default or Event of DefaultDefault shall have occurred and been continuing at the time of incurring such Debt; and (iiB) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) documents governing or describing such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” provided to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, Administrative Agent in draft form at least three days prior to the incurrence of the Debt; (C) the Company shall provide a certificate executed by a Senior Officer, in form and substance acceptable to the Administrative Agent, evidencing that as of the end of the Fiscal Quarter immediately preceding such Maturity Date (refinancing and as so extended); or (B) of the date of such refinancing calculated on a pro forma basis, giving effect to thereto (x) such additional Debt shall have a final maturity date prior to the Maturity DateCompany’s Maximum Leverage Ratio, calculated in accordance with Section 11.14.2, does not exceed sixty three percent (63%) and (y) the Company’s Interest Coverage Ratio, calculated in accordance with Section 11.14.1, is not less than the level set forth for the applicable period in Section 11.14.1 plus 0.10 and (D) the Administrative Agent shall concur with the calculations contained in the certification provided by the Company pursuant to clause (C) above (provided that such additional Debt concurrence shall not exceed Three Hundred Fifty Million Dollars be unreasonably withheld or delayed) and, provided, further, that this clause ($350,000,000.00h) in shall not restrict the aggregate plus Twenty Million Dollars ($20,000,000.00) repayment of reimbursement obligations incurred in connection the Senior Notes with Non-Facility Letters the proceeds of Credit issued by Subordinated Debt, a Bank Revolving Loan, a New Capital Offering, or Banks or by any other financial institutioncombination thereof; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Guaranty Obligations relating to Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or extent permitted under Section 11.16 of this Agreement. (j) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any other Subsidiary time exceeding an amount equal to twenty percent (20%) of Consolidated Net Worth as of the Borrower (other than Panhandle Eastern and its Subsidiaries)Company’s most recent Fiscal Year end, (ii) provided that at the proceeds time of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to incurring such Debt, no Default or Unmatured Event of Default shall exist; and (i) Debt arising under any Receivables Purchase have occurred and Sale Agreementbeen continuing or would result therefrom.

Debt. The Borrower will notWithout the prior consent of the Majority Tranche B ---- Lenders, and will not permit neither Lessee, Guarantor nor any Subsidiary towill incur, incur create, assume or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt (including unfunded commitments) of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt Lessee or Guarantor existing on the Closing Date which is otherwise permitted under Section 10.3(g) and (B) after giving effect to reflected in the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) Financial Statements or is no greater than 0.70 to 1.00disclosed in Schedule 11, and any renewals, extensions, refinancings and modifications (but not increases) thereof; (ii) any loans accounts payable (for the deferred purchase price of Property or advances by the Borrower services) from time to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements time incurred in the ordinary course of business of negotiable instruments which, if greater than 90 days past the invoice or billing date, are being contested in the course of collectiongood faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (eiii) Debt of Lessee under Hedging Agreements which are for bona fide business purposes and are not speculative; and (iv) Operating Equipment Lease Obligations; (v) other Debt of Lessee and its Domestic Subsidiaries, incurred or assumed, not to exceed $35,000,000 in the Borrower or any Subsidiary representing the portion of the purchase price of property acquired aggregate; (vi) Debt evidenced by the Borrower or such Subsidiary Capital Lease Obligations and Purchase Money Debt, provided that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at in no time may event shall the aggregate principal amount of such Capital Lease Obligations and Purchase Money Debt outstanding permitted by this clause (vi) exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date$30,000,000 at any time outstanding; (fvii) Debt evidenced by Senior Notes; (g) additional Debt with respect to surety bonds, appeal bonds or custom bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower, and additional Debt of Panhandle Eastern and/or Lessee or any of Panhandle Eastern’s its Subsidiaries (so long as such additional Debt or in connection with judgments that do not result in a Lease Default or a Lease Event of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a))Default, provided that after giving effect the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (vii) shall not at any time exceed $5,000,000; and (viii) Debt of any Foreign Subsidiary of Lessee or Guarantor the proceeds of which Debt are used for such Foreign Subsidiary's and/or their Foreign Subsidiaries' working capital and general corporate purposes ("Foreign Subsidiary Indebtedness") -------------------------------- (ix) Debt for borrowed money assumed by Lessee or one of its Subsidiaries, or of a Subsidiary of Lessee acquired, pursuant to an acquisition or merger permitted pursuant to the issuance thereofterms of this Agreement, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) provided that such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) 65,000,000 in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations at any time and such Debt was not incurred in connection with Non-Facility Letters of Credit issued by a Bank with, or Banks in anticipation or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds contemplation of such permitted acquisition or merger; and provided further that the aggregate amount of Debt permitted pursuant to this clause (ix) that has a scheduled maturity date that is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default earlier than the Revolver shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementnot exceed $30,000,000.

Debt. Holdings will not incur, create, assume or permit to ---- exist any Debt except the Holdings Senior Notes. The Borrower will not, and will not permit any Subsidiary of the Borrower to, incur incur, create, assume or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect Lenders pursuant to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Loan Documents; (b) intercompany Debt between or among the Borrower and any of its Wholly- Owned Subsidiaries and intercompany Debt owed to Holdings by any Subsidiary of its Wholly- Owned Subsidiaries, subject to the Borrower or following requirements: any other Subsidiaryand all of the Debt permitted pursuant to this Section 9.1(b) shall be unsecured, except shall be -------------- evidenced by instruments satisfactory to the extent limited Administrative Agent which will be pledged to the Administrative Agent for the benefit of the Administrative Agent and the Lenders and shall be subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Administrative Agent, provided, however, that temporary advances made from time to time in the ordinary course of business not to exceed $500,000 in aggregate principal amount at any time owing by the terms of Section 10.4(b), and Debt any Wholly-Owned Subsidiary of the Borrower to any Subsidiarythe Borrower shall not be required to be so evidenced, pledged or subordinated; (c) unsecured Debt existing as under the Interest Rate Protection Agreements required to be maintained by Section 8.12, provided, however, that Debt thereunder may be ------------ secured if such Debt constitutes a part of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of LoansObligations; (di) endorsements existing Debt in the principal amounts and as otherwise described on Schedule 7.10 hereto and renewals, extensions or refinancings of such Debt ------------- which do not increase the outstanding principal amount of such Debt, which do not shorten the maturity of any principal of such Debt and the terms and provisions of which are not materially more onerous than the terms and conditions of such Debt on the Effective Date, (ii) purchase money Debt (including Capital Lease Obligations) secured by purchase money Liens and renewals, extensions or refinancings of such Debt which do not increase the outstanding principal amount of such Debt, which do not shorten the maturity of any principal of such Debt and the terms and provisions of which are not materially more onerous than the terms and conditions of such Debt being renewed, extended or refinanced, all of which Debt and Liens are permitted under and meet all of the requirements of clause (g) and (with respect to renewals, extensions or refinancings) clause (n) of the definition of Permitted Liens contained in Section 1.1, (iii) additional ----------- unsecured Debt, and (iv) Guarantees by the Borrower of loans to employees, officers and directors of the Borrower or its Subsidiaries made for the purpose of financing purchases of Capital Stock of Holdings by such employees, officers or directors (as applicable) not to exceed $250,000 in aggregate principal amount at any time Guaranteed; provided, however, that the aggregate principal amount of the Debt referred to in this Section 9.1(d) shall not exceed -------------- $10,000,000 in aggregate amount at any time outstanding (exclusive of Debt owed to a Vendor consisting of amounts payable by the Borrower in accordance with a Supply Agreement which are not past due by more than 90 days beyond the due dates therefor specified in the applicable invoices); (e) liabilities of the Borrower in respect of unfunded vested benefits under any Plan if and to the extent that the existence of such liabilities will not constitute, cause or result in a Default; (f) Debt consisting of obligations for repayment of customer deposits received in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination dateSubsidiaries; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any Subsidiary toof its Subsidiaries or Affiliates to create, incur incur, assume or permit suffer to exist exist, any Debt, except: (ai) in the case of the Borrower, Debt owed to a wholly owned Subsidiary of the Borrower, which Debt (x) shall, in the case of Debt owed to a Loan Party, constitute pledged debt, (y) shall be on terms acceptable to the Lenders and (z) shall be evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (promissory notes in form and substance satisfactory to the extent Lenders and such promissory notes shall, in the same constitutes Debt) not in defaultcase of Debt owed to a Loan Party, be pledged as well as (i) Debt security for the Obligations of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) the holder thereof under the Loan Documents to which such Debt holder is otherwise permitted under Section 10.3(g) a party and (B) after giving effect delivered to the issuance of such Debt, Lenders pursuant to the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries terms of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and Security Agreement; (ii) in the case of any loans or advances by the Borrower to Panhandle Eastern and/or any Subsidiary of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) , Debt of any Subsidiary owed to the Borrower or any other Subsidiaryto a wholly owned Subsidiary of the Borrower, except provided that, in each case, such Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the extent limited Lenders and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Lenders and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Lenders pursuant to the terms of Section 10.4(b), and Debt of the Borrower to any SubsidiarySecurity Agreement; (ciii) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth case of the Borrower and its Subsidiaries as of the applicable determination date;(other than DD), (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or Permitted Indebtedness, (B) (x) such additional Debt shall have a final maturity date prior to contemplated by the Maturity DateLocal Agreements and the State Agreement and the negotiations and agreements with the City of West Palm Beach, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution;and (hC) additional Debt of Trunkline LNG Holdings or any Person that becomes a Subsidiary of its Subsidiaries, so long as (ithe Borrower after the date hereof in accordance with the terms of Section 5.02(e) such which Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to existing at the Borrower or any other time such Person becomes a Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds Debt incurred solely in contemplation of such Debt is used solely to finance capital expenditures Person becoming a Subsidiary of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existthe Borrower); and (iiv) in the case of DD, (A) the types of Debt arising under any Receivables Purchase described in clauses (a) - (d) of the definition of “Permitted Indebtedness” and Sale Agreement(B) the Debt described in clauses (e) – (g) and (k) of the definition of “Permitted Indebtedness”.

Debt. The Borrower will not, and will not permit any Subsidiary other Credit Party to, incur directly or permit to exist indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept for: (a) Debt evidenced by incurred under the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Financing Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1 and any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any SubsidiaryRefinancing Indebtedness in connection therewith; (c) Intercompany Debt existing arising from loans made by (i) Borrower to any Guarantor, (ii) any Guarantor to Borrower, (iii) Borrower to its Restricted Subsidiaries that are Wholly-Owned Subsidiaries to fund working capital requirements of such Restricted Subsidiaries in the Ordinary Course of Business, or (iv) any Restricted Subsidiary that is a Wholly-Owned Subsidiary of Borrower to Borrower; provided, however, that upon the request of Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to Administrative Agent and Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered (subject to any obligation to deliver to the First Lien Agent) to Administrative Agent, for the benefit of the Secured Parties, as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by security for the proceeds of LoansObligations; (d) endorsements in the ordinary course Guarantees by Borrower of business Debt of negotiable instruments in the course any Restricted Subsidiary permitted hereunder and by any Restricted Subsidiary of collectionDebt of Borrower or any other Restricted Subsidiary permitted hereunder; (e) Debt of the Borrower or any Restricted Subsidiary representing incurred to finance the portion acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the purchase price acquisition of property acquired by the Borrower any such assets or such Subsidiary that is secured by Liens permitted by a Lien on any such assets prior to the provisions acquisition thereof, and extensions, renewals and replacements of Section 10.2(d)any such Debt that do not increase the outstanding principal amount thereof; provided, however, provided that at no time may the aggregate principal amount of such Debt outstanding permitted by this clause (e) shall not exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date$10,000,000 at any time outstanding; (f) Debt evidenced by Senior NotesDebt, if any, arising under Swap Contracts (subject to the limitations in the definition of Swap and Swap Contract), to the extent permitted under Section 5.6; (g) additional [Reserved;] (h) Debt of any Person that becomes a Subsidiary after the BorrowerClosing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) Debt constituting Permitted Pari Debt; provided that (A) at the time of the incurrence thereof, and after giving effect thereto, the aggregate amount of Permitted Pari Debt incurred at or prior to such time does not exceed the positive excess, if any, of (1)(x) $20,000,000 plus (y) any additional amount of Permitted Pari Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such Borrower would be permitted to incur $1.00 of additional Permitted Pari Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect subject to the issuance thereof, a pro forma compliance with (i) there shall exist a ratio of PDP PV-10 Value to Consolidated Secured Total Debt of not less than 0.8:1.0 and (ii) a Consolidated Secured Total Leverage Ratio of not greater than 6.0:1.0, reduced by (2) the amount of outstanding Debt incurred pursuant to Section 5.1(a), (B) no Default or Event of DefaultDefault shall have occurred and be continuing on the date of incurrence of such Permitted Pari Debt and (C) Borrower shall have delivered a certificate executed by a Responsible Officer to the Administrative Agent and the Lead Lenders demonstrating with reasonable detail compliance with the requirements in the preceding clauses (A) and (B) and the definition of Permitted Pari Debt; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) other Debt in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $10,000,000 at any time outstanding; provided that, if any Permitted Pari Debt is in the form of a revolving credit facility or letter of credit facility than this basket shall be zero; (p) First Lien Credit Agreement Debt and Permitted Additional First Lien Debt and any Refinancing Indebtedness in connection therewith; provided that the aggregate amount of such Debt shall not exceed the First Lien Debt Cap at any one time outstanding; and (q) Junior Lien Debt and unsecured Debt in the form of notes or loans under credit agreements, indentures or other similar agreements or instruments; provided that either the terms and conditions of such Debt have been consented to by the Lead Lenders (not to be unreasonably withheld or delayed) or: (i) the terms of such Debt do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the date that is ninety one (91) days after the Maturity Date (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (ii) the ratio covenants, events of Consolidated Total Indebtedness default and Guarantees and other terms of such Debt (other than with respect to Consolidated Total Capitalization interest rate and premiums): A. shall be no greater not include any financial maintenance covenants; and B. shall comply with one (or more) of the following statements with respect to such covenants, events of default and Guarantees and other terms of such Debt, as determined in good faith by the board of directors of Borrower and certified in good faith to the Administrative Agent and Lead Lenders in a certificate of the Chief Financial Officer of Borrower prior to or at the time of the incurrence of such Debt, which certificate shall include a copy of the board of directors’ resolutions as to such determination and a reasonably detailed description of the material terms and conditions of such Debt or drafts of the documentation relating thereto : (1) the covenants, events of default and Guarantees and other terms of such Debt are customary for similar Debt in light of then-prevailing market conditions; (2) the covenants, events of default and Guarantees and other terms of such Debt are substantially the same as those set forth herein; or (3) when taken as a whole (other than 0.65 interest rate and redemption premiums), the covenants, events of default and Guarantees and other terms of such Debt are not more restrictive to 1.00 at all times; Borrower and the Restricted Subsidiaries than those set forth in this Agreement; (iii) if such Debt is subordinated, the ratio Obligations have been designated as “Designated Senior Debt” or its equivalent in respect of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and such Debt; (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date immediately before and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” immediately after giving pro forma effect to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) incurrence of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existhave occurred and be continuing; (v) such Debt shall not contain any terms that may prohibit or prevent the repayment of the Obligations; and (ivi) any fees and other consideration paid by Borrower in connection with the incurrence of such Debt arising to the lenders under any Receivables Purchase the First Lien Credit Agreement shall be paid pro-rata to the Lenders, based upon an aggregate of (1) the amount of loans outstanding under the First Lien Credit Agreement made by each such lender, and Sale Agreement(2) the amount of Loans outstanding made by each such Lender.

Debt. The Borrower Parent will not, and will not permit any Subsidiary to, incur incur, create, assume, or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to Agent and Banks pursuant to the extent the same constitutes Debt) not in default, as well as (i) Loan Documents and existing Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)described on Schedule 10.1; (b) Intercompany Debt of any owed by the Parent or a Subsidiary to Borrower or loans or advances between Subsidiaries; provided that (i) the obligations of each obligor of such Debt must be subordinated in right of payment to any liability such obligor may have for the Obligations from and after such time as any portion of the Obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise), the Borrower hereby agreeing to such subordination, (ii) such Debt must be incurred in the ordinary course of business and on terms customary for intercompany borrowings among Borrower and the Parent or any a Subsidiary or must be made on such other Subsidiaryterms and provisions as Agent may reasonably require, except (iii) Borrower shall have granted Agent a Lien on its right, title and interest in and to such Debt and all Liens securing the extent limited by the terms of Section 10.4(b)payment thereof, and (iv) the sum of (A)the aggregate amount of all Debt owed by Insignificant Subsidiaries to Borrower and the other Subsidiaries plus (B) the aggregate amount of all capital contributions to, investments in and purchases of stock, bonds or other equity securities of Insignificant Subsidiaries by Parent and the Borrower to any Subsidiaryother Subsidiaries shall not exceed the amounts provided for in Section 10.5; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof Parent or any Subsidiary (other than Debt that has been refinanced the Insignificant Subsidiaries) not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate for Parent and all Subsidiaries at any time outstanding secured by the proceeds of Loanspurchase money Liens permitted by Section 10.2; (d) endorsements Debt constituting obligations to reimburse worker's compensation insurance companies for claims paid by such companies on Parent's or a Subsidiary's behalf in accordance with the policies issued to Parent and the Subsidiaries; (e) Guarantees by Parent of (i) trade accounts payable owed by a Subsidiary, and arising in the ordinary course of business, (ii) Debt of a Subsidiary or (iii) operating leases of a Subsidiary entered into in the ordinary course of business; provided that, (A) the Debt guaranteed is otherwise permitted hereunder; and (B) no Default exists or would result from such Guarantee; (f) Guarantees incurred in the ordinary course of business of negotiable instruments with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in the course of collectionaggregate liability; (eg) Debt arising in connection with interest rate swap, cap, collar or similar agreements entered into in the ordinary course of business to fix or limit Parent's or any Subsidiary's (other than an Insignificant Subsidiary) interest expense; (h) Debt of the Borrower any Person (or any of such Person's subsidiaries) existing at the time such Person becomes a Subsidiary representing the portion (or is merged into or consolidated with Parent or any of the purchase price Subsidiaries), but only to the extent that such Debt was not incurred in connection with, as a result of property acquired by the Borrower or in contemplation of such Person becoming a Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d(or being merged into or consolidated with Parent or any Subsidiary); provided, however, that at (i) in no time may event shall the aggregate principal amount of such Debt outstanding at any time exceed thirty percent One Million Dollars (30%$1,000,000) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; immediately after such acquired Person becomes a Subsidiary (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature is merged into or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection consolidated with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings Parent or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its SubsidiariesSubsidiary), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existexists; and (i) Debt arising under Debts of Parent or any Receivables Purchase Subsidiary (other than an Insignificant Subsidiary), other than the Debts specifically described in clauses (a) through (h) of this Section 10.1, which in the aggregate for Parent and Sale Agreementall Subsidiaries do not exceed Two Hundred Fifty Thousand Dollars ($250,000) at any time outstanding.

Debt. The Borrower will not, not and will not cause or permit any Guarantor or any Restricted Subsidiary toto incur, incur create, assume or permit to exist any Debt, except: (a) the Debt evidenced by hereunder or any guaranty of or suretyship arrangement for the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)hereunder; (b) Debt of any Subsidiary to the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b)is disclosed in Schedule 9.01, and Debt of the Borrower to any Subsidiaryrenewals or extensions (but not increases) thereof; (c) Debt existing as accounts payable (for the deferred purchase price of March 31, 2010 as reflected on financial statements delivered under Section 7.2(bProperty or services) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements from time to time incurred in the ordinary course of business of negotiable instruments which, if material and greater than 90 days past the invoice or billing date, are being contested in the course of collectiongood faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (ed) Debt of the Borrower and the Restricted Subsidiaries requiring no scheduled principal payments (whether at stated maturity or any Subsidiary representing by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the portion of Termination Date and issued under the purchase price of property acquired by Indenture or otherwise under agreements containing covenants no more restrictive to the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption dateRestricted Subsidiaries, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date covenants contained in this Agreement; (as so extendede) Debt that is secured by Liens permitted under Section 9.02(d) and shall be subject to no mandatory redemption or “put” to under clause (xv) of the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) definition of Excepted Liens which in the aggregate plus Twenty Million Dollars shall not to exceed $25,000,000 outstanding at any one time; ($20,000,000.00f) Debt of reimbursement obligations incurred in connection with Non-Facility Letters the Borrower and the Restricted Subsidiaries under Hedging Agreements entered into as a part of Credit issued by its normal business operations as a Bank or Banks or by any other financial institutionrisk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (g) Debt as a result of (and to the extent permitted by) Sections 9.03(g); (h) additional Debt under the Bridge Loan Agreement in an aggregate amount not to exceed $300,000,000; (i) Other unsecured Debt of Trunkline LNG Holdings or any of its Subsidiaries, the Borrower and the Restricted Subsidiaries so long as (i) at the time such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only incurred, and is not recourse in any respect after giving pro forma effect to the Borrower or any other Subsidiary incurrence and applications of the proceeds thereof, the Borrower (other than Panhandle Eastern shall be in pro forma compliance with the financial covenants contained in Section 9.12 and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, Section 9.13 and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase have occurred and Sale Agreementbe continuing.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any Subsidiary toof its Subsidiaries to create, incur incur, assume or permit suffer to exist exist, any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt case of the Borrower or any a Subsidiary representing Guarantor, (A) Debt in respect of Hedge Agreements permitted under Section 5.02(m) hereof; (B) Debt owed to a Subsidiary Guarantor, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the portion Facilities and on terms acceptable to the Joint Lead Arrangers and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Joint Lead Arrangers and such promissory notes shall be pledged as security for the Obligations of the purchase price holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of property acquired by the Borrower Security Agreement; and (C) so long as no Event of Default has occurred and is continuing, or such Subsidiary that is would result therefrom, (x) other unsecured Debt and (y) Debt secured by Liens permitted by the provisions of under Section 10.2(d5.02(a)(vii); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; before and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, the Borrower is in compliance with the covenants in Section 5.04, calculated on a Pro Forma Basis, based on the financial statements most recently delivered pursuant to Section 5.03; (ii) in the case of any Subsidiary of the Borrower, (A) Debt owed to the Borrower or to a Subsidiary Guarantor, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Joint Lead Arrangers and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Joint Lead Arrangers and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (B) so long as no Default or Event of Default shall existhas occurred and is continuing or would result therefrom, other unsecured Debt of the Subsidiaries of the Borrower which are not Subsidiary Guarantors in an aggregate principal amount not to exceed $100 million at any one time outstanding; and (iC) Debt arising of a newly-formed or newly-acquired Subsidiary owed to a Person financing the formation of such Subsidiary or the acquisition of all of the Equity Interests in or all or substantially all of the assets of such Subsidiary as contemplated by Section 5.02(f)(vii); (iii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents, (B) so long as no Event of Default has occurred and is continuing, or would result therefrom, Debt secured by Liens permitted by Section 5.02(a)(iv); provided, that before and after giving effect to such Debt, the Borrower is in compliance with the financial covenants set forth in Section 5.04 hereof, calculated on a Pro Forma Basis, based on the financial statements most recently delivered pursuant to Section 5.03; (C) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing (except by an amount equal to a reasonable premium paid, and reasonable fees and expenses incurred, in connection with such refinancing), and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, and (D) Debt incurred by a Permitted Receivables Purchase and Sale AgreementFinancing Subsidiary in a Permitted Receivables Financing.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any Subsidiary toof its Subsidiaries to create, incur incur, assume or permit suffer to exist exist, any Debt, except: (ai) in the case of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and, subject to the terms of the Intercreditor Agreements, delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (ii) in the case of any Subsidiary of BMCA, Debt owed to BMCA or to a wholly owned Subsidiary of BMCA, provided that, in each case, such Debt (w) shall be permitted under Section 5.02(f), (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and, subject to the terms of the Intercreditor Agreements, delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (iii) in the case of BMCA and its Subsidiaries, (A) Debt evidenced by the Notesunder this Agreement, the Revolving Credit Facility, the Existing Indentures, the Term Loan Facility Notesand the Elk Letters of Credit; provided, or however, that in respect of any proposed borrowing under the Term Loan Facility Letter after the end of Credit Obligationsthe second fiscal quarter in Fiscal Year 2008, or outstanding under any Equity-Preferred Securities which shall result in the principal amount thereunder to be in excess of $975,000,000, such borrowing may only be incurred if, after giving effect thereto, BMCA is in compliance with the covenant in Section 5.04, (to the extent the same constitutes DebtB) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so So long as (A1) no Default has occurred and is continuing (both at the time of such Debt is otherwise permitted under Section 10.3(g) incurrence and after giving pro forma effect thereto), and (B2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the issuance provisions of Section 5.04 (such Debt, compliance to be determined on the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries basis of the Borrower for purposes of required financial information most recently delivered to the Administrative Agent and the Lenders as though such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any Debt had been incurred as of the Borrower’s other Subsidiaries permitted under Section 10.4(bfirst day of the fiscal period covered thereby); , (bI) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 10.2(d5.02(a)(vii); provided, however, that at no time may (i) such Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the Scheduled Maturity Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the Scheduled Maturity Date of any Debt permitted pursuant to clauses (C), (E) and (J) below) greater than the Amortization Basket, and (ii) Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not exceed $200,000,000 in the aggregate during the term of this Agreement, (C) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt under the 2014 Notes Indenture, the Term Loan Facility or the Revolving Credit Facility; provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further, that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to the Scheduled Maturity Date that is more onerous than the remaining scheduled amortization prior to the Scheduled Maturity Date applicable to the Debt being refinanced and that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not applied to such refinancing shall be applied as provided in Section 2.05, (D) The Surviving Debt and, on or after the Effective Date, the Debt listed on Schedule 5.02(b)(iii)(D) hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt, provided that (x) there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to the Scheduled Maturity Date that is more onerous than the remaining scheduled amortization prior to the Scheduled Maturity Date if any, applicable to the Debt being extended, refunded or refinanced, (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the Scheduled Maturity Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the Scheduled Maturity Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; and provided, further, that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding exceed thirty percent (30%) immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date;or in connection with such extension, refunding or refinancing, (fF) Debt evidenced by Senior Notes; So long as (g1) additional Debt no Default has occurred and is continuing (both at the time of the Borrowersuch incurrence and after giving pro forma effect thereto), and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that 2) after giving effect to the issuance thereofsuch incurrence, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization BMCA shall be no greater than 0.65 in pro forma compliance, with the provisions of Section 5.04 (such compliance to 1.00 at all times; (iii) be determined on the ratio basis of EBDIT for the four fiscal quarters required financial information most recently ended delivered to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; Administrative Agent and (iv) (A) the Lenders as though such Debt shall have a final maturity had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt with market terms owing to G-I Holdings or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature BMCA Holdings, (G) Debt consisting of surety bonds or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) instruments in the aggregate plus Twenty Million Dollars ($20,000,000.00) favor of reimbursement obligations incurred government agencies in connection with Non-Facility Letters workers' compensation liabilities, taxes, assessments or other obligations; provided, however, that such Debt is incurred in the ordinary course of Credit issued by a Bank or Banks or by any other financial institution;business, (hH) additional Debt of Trunkline LNG Holdings any entity acquired by BMCA or any of its Subsidiaries, Subsidiaries in accordance with the terms hereof so long as (i) such Debt is was incurred prior to Trunkline LNG Holdings and/or any of its Subsidiaries only such acquisition (and is not recourse in any respect to the Borrower connection with or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiariescontemplation of, such acquisition), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, both before and (iii) after giving effect to such Debtacquisition, no Default or Event of Default shall exist, and (iii) such Debt has no additional direct, indirect or contingent obligor, (I) Debt of any Loan Party consisting of Contingent Obligations in respect of Debt of other Loan Parties, so long as such other Loan Parties are permitted to incur such Debt hereunder, (J) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt ranked junior (in respect of any Liens securing such Debt, which Liens shall be ranked junior to the Liens securing this Loan Facility); provided, however, that there are no scheduled amortization payments of principal in respect of such Debt prior to the Scheduled Maturity Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the Scheduled Maturity Date of any Debt permitted pursuant to clauses (B), (C) and (E) above) greater than the Amortization Basket, and (iK) Debt arising under At any Receivables Purchase and Sale Agreementtime prior to the thirtieth Business Day after the date of the Merger, the Elk Private Notes.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist (or permit any Subsidiary toto create, incur incur, assume or permit suffer to exist exist) any Debt, except: (ai) Debt evidenced under the Loan Documents, (ii) Debt outstanding on the Third Amendment Effective Date and listed on Schedule 5.02(b) to the Disclosure Letter as of such date and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the Notesdirect or any contingent obligor with respect thereto is not changed, the Facility Notesas a result of or in connection with such refinancing, refunding, renewal or the Facility Letter extension, (iii) Debt in respect of Credit Obligations, or outstanding capital leases (including Debt under any Equity-Preferred Securities Sale and Leaseback Transaction), synthetic debt obligations, and purchase money obligations for real property or equipment within the limitations set forth in Section 5.02(a)(iii), (iv) Unsecured Debt of a Subsidiary of a Borrower owed to such Borrower or of one Borrower owed to the other Borrower, which Debt shall (A) to the extent required by the same constitutes DebtAgent, be evidenced by promissory notes and (B) not be on terms (including subordination terms) acceptable to the Agent, (v) Guarantees of any Borrower in defaultrespect of Debt otherwise permitted hereunder (other than clause (vii) of this Section 5.02(b)) of any other Borrower, (vi) obligations (contingent or otherwise) existing or arising under any Swap Contract, as well as provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of hedging its underlying obligations, assets or liabilities, and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party, (vii) Debt secured by one or more Liens on any real property of Panhandle Eastern and/or any of its Subsidiaries, so long as Borrower or any Subsidiary; provided that (A) such Debt is not guaranteed by, or otherwise permitted under Section 10.3(g) recourse to, the Borrowers or such Subsidiary and (B) the Liens securing such Debt shall attach to no property other than such real property; (viii) any Production Debt, in an outstanding aggregate amount that does not exceed the applicable Production Company’s (or the applicable Production Companies’) projected receipt of broadcast license fees, co-producer funding commitments, tax credits, government and quasi-government receivables and other similar amounts, and guarantees thereof, and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Production Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; provided further that guarantees with respect to any Production Debt by any Borrower or any Subsidiary that is not a Production Company shall be unsecured, and (ix) Debt not contemplated by the above provisions in an aggregate principal amount not to exceed the greater of (A) $100,000,000 and (B) 6.00% of Consolidated Total Assets at any time outstanding; provided that immediately before and after giving effect to the issuance incurrence of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries Borrowers are in pro forma compliance with each of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under financial covenants set forth in Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement5.03.

Debt. The Borrower will notNot, and will not suffer or permit any Subsidiary Loan Party or any other Subsidiary, to, incur create, incur, assume or permit suffer to exist any Debt, exceptexcept for the following: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt evidenced in respect of Capital Leases and purchase money Debt, in each case incurred for the purpose of financing all or any part of the cost of acquiring, repair, construction or improvement of fixed or capital assets; provided that the aggregate principal amount of all such Debt at any time outstanding shall not exceed $250,000; (c) Debt of Parent to any Loan Party that is a Wholly-Owned Subsidiary of Parent or Debt of any Loan Party that is a Wholly-Owned Subsidiary of Parent to Parent or another Loan Party that is a Wholly-Owned Subsidiary of Parent; (d) Debt described in Section 7.1 of the Disclosure Letter as of the Closing Date, and any Permitted Refinancing thereof; (e) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.4; (f) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Notesordinary course of business, the Facility Notes, provided that such Debt is extinguished within 2 Business Days of notice to Parent or the Facility Letter relevant Subsidiary of Credit Obligationsits incurrence; (g) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (h) Unsecured Debt owing to Pfizer arising out of or in connection with that certain Stock Purchase Agreement between Pfizer and Parent dated as of December 11, 2009 not to exceed the aggregate principal amount of $25,000,000, plus accrued or outstanding under any Equity-Preferred Securities (to capitalized interest thereon; provided that no payments on account of such Debt may be made during the extent term of this Agreement without the same constitutes Debt) not Agent’s prior written consent, which may be withheld in default, as well as Agent’s sole discretion; (i) Debt in connection with Parent’s obligations under the Assistance Agreement with respect to a grant to Parent in the amount of Panhandle Eastern and/or $2,250,000; (j) guaranties by the Borrower of the Debt of any Loan Party that is a Wholly-Owned Subsidiary of its Subsidiaries, Parent or guaranties by any Subsidiary thereof of the Debt of the Borrower in each case so long as (A) such Debt is otherwise permitted under this Section 10.3(g7.1(a), (b), (e), (k) and or (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(bo); (bk) Subordinated Debt of any Subsidiary in an aggregate principal amount not to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiaryexceed $5,000,000; (cl) unsecured Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements to trade creditors incurred in the ordinary course of business of negotiable instruments in the course of collectionbusiness; (em) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may reimbursement obligations under corporate credit cards not to exceed $250,000 in the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination dateat any time; (fn) Debt evidenced by Senior Notesreimbursement obligations with respect to letters of credit for the account of lessors not to exceed $2,000,000 in the aggregate at any time; (go) additional other Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect in an amount not to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) 100,000 in the aggregate plus Twenty Million Dollars at any time outstanding; and ($20,000,000.00p) of reimbursement obligations Debt incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any interest rate, foreign currency and other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is swap arrangements that are entered into to Trunkline LNG Holdings and/or any of its Subsidiaries only mitigate risk and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementfor speculative purposes.

Debt. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, incur incur, create, assume or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other its Subsidiaries of to the Borrower for purposes of such calculation) is no greater than 0.70 Lenders pursuant to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Loan Documents; (b) Existing Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiarydescribed on SCHEDULE 7.10 hereto; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of LoansSubordinated Debt; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collectionCapital Lease Obligations; (e) Debt incurred in payment for the acquisition of goods, supplies or merchandise on normal trade credit in the ordinary course of its respective business; (f) Purchase money Debt secured by purchase money Liens, which Debt and Liens are permitted under and meet all of the requirements of CLAUSE (H) of the definition of Permitted Liens contained in SECTION 1.1; (i) Pre-existing Debt assumed by the Borrower or any a Subsidiary representing the portion as a condition to a Business Acquisition permitted under SECTION 9.5, or (ii) pre-existing Debt of the purchase price of property an entity acquired by the Borrower or such a Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); providedin a Business Acquisition, howeverPROVIDED, HOWEVER, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extendedx) Subordinated Debt and shall be subject to no mandatory redemption or “put” to unsecured, unless the Borrower exercisablerelated collateral is only Property of an Excluded Subsidiary, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional constitute Capital Lease Obligations or (z) constitute Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Nonsecured by purchase-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionmoney Liens; (h) additional Intercompany Debt between or among the Borrower and any of Trunkline LNG Holdings its Majority-Owned or Wholly-Owned Subsidiaries (other than an Excluded Subsidiary), subject to the following requirements: any and all of the Debt permitted pursuant to this SECTION 9.1(H) shall be unsecured (unless the security for such Debt shall be collaterally assigned to the Lenders), shall be evidenced, at the Borrower's option, either on the books and records of the Borrower and the relevant Subsidiary or by instruments reasonably satisfactory to the Agent and all such Debt shall be subordinated to the Obligations pursuant to the Master Guaranty or by separate agreement; (i) Intercompany Debt between or among the Excluded Subsidiaries permitted under SECTION 9.4; (j) The transactions contemplated by the PHC Funding Sale Documents permitted by SECTION 9.12A(C); (k) The Borrower or any of its SubsidiariesSubsidiaries may make loans or advances to DHHS; PROVIDED, HOWEVER, that unless DHHS becomes a Wholly- Owned Subsidiary of the Borrower, such loans and advances may only be made so long as (a) DHHS has (i) such Debt is agreed not to Trunkline LNG Holdings and/or permit any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower Liens (other than Panhandle Eastern Permitted Liens and its Subsidiaries)other than those in favor of one or more of the Lenders as hereinafter provided and those securing Capital Lease Obligations, to the extent that such Liens attach only to the Property leased and such Capital Lease Obligations are permitted under the terms of this Agreement) to attach to any of the Property (whether now owned or hereafter acquired) of DHHS, (ii) agreed not to enter into a negative pledge in favor of any Person other than the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its SubsidiariesAgent and the Lenders except in connection with Permitted Liens, and (iii) after giving effect agreed not to such Debt, no Default or Event of Default shall exist; and incur any Debt other than (ix) Capital Lease Obligations and (y) Debt arising owed to one or more of the Lenders as hereinafter provided, and (b) such amounts do not exceed the product obtained by multiplying three (3) times that portion of the EBITDA of DHHS which is attributable to ▇▇▇▇▇▇▇▇▇▇-Fargo's EBITDA distribution percentage under the DHHS Partnership Agreement. The foregoing restrictions on loans and advances shall not apply to any Receivables Purchase loan transaction DHHS may enter into with one or more of the Lenders as long as the terms and Sale conditions of such loan transaction have been approved by the Required Lenders (which approval shall not be unreasonably withheld), and are not inconsistent with the representations, warranties and covenants set forth in this Agreement.. Except as expressly contemplated above, notwithstanding anything to the contrary contained herein or any other Loan Document, the Loan Documents do not permit DHHS to incur Debt other than that described above and other Debt permitted by SECTION 9.1

Debt. The Neither the Borrower will not, and will not permit nor any Subsidiary towill incur, incur create, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notes, Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Facility Notes, Notes or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Indebtedness; (b) Debt of any Subsidiary to the Borrower existing on the Closing Date which is reflected in the Financial Statements or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b)is disclosed in Schedule 9.01, and Debt of the Borrower to any Subsidiaryrenewals or extensions (but not increases) thereof; (c) Debt existing as accounts payable (for the deferred purchase price of March 31, 2010 as reflected on financial statements delivered under Section 7.2(bProperty or services) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of negotiable instruments in the course of collectionOil and Gas Properties; (e) Debt, in form and substance customary for Debt of such type and otherwise reasonably satisfactory to the Borrower Agent, associated with Hedging Agreements which may be entered into after the Closing Date that are traded on exchanges or that are with the Agent (or any Subsidiary representing the portion Affiliate of the purchase price of property acquired Agent) or such other Person as the Agent may approve in writing; provided that (i) such Hedging Agreements are being used by the Borrower to hedge expected potential fluctuations of the price of oil and gas or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may for other business purposes and not for speculation and (ii) the aggregate principal amount (including the notional amount of such Debt outstanding exceed thirty percent (30%notional amount contracts) of the Consolidated Net Worth all such Hedging Agreements shall not exceed 50% of the Borrower Borrower's projected oil and its Subsidiaries as of the applicable determination dategas production for any year; (f) At such time as the Borrowing Base is equal to the Threshold Amount, Debt evidenced of Bonray or any Subsidiary not existing on the date hereof (other than a Subsidiary which acquires the Texaco Property or the Property of any Other Acquisition, directly or indirectly), on terms reasonably acceptable to the Agent, for which the Person to whom such Debt is owed has no recourse to such Subsidiary (whether as a primary or secondary obligor) for the payment thereof except to the Property securing such Debt; provided, however that such Property is not Property owned by Senior Notes;the Borrower, any Subsidiary existing on the date hereof (other than Bonray), (g) additional Debt, resulting from the prepayment to the Borrower for well costs, which Debt is incurred, pursuant to joint operating agreements or drilling contracts entered into in the ordinary course of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default's business; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution;and (h) additional Subordinated Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is not to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse exceed $100,000,000 in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementaggregate.

Debt. The Neither the Borrower nor any Restricted Subsidiary will notincur, and will not permit any Subsidiary tocreate, incur assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notes, Tranche A Notes or other Tranche A Indebtedness arising under the Facility Notes, Tranche A Loan Documents or any guaranty of or suretyship arrangement for the Facility Letter of Credit Obligations, Tranche A Notes or outstanding other Tranche A Indebtedness arising under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Tranche A Loan Documents; (b) Debt of any Subsidiary to the Borrower Tranche B Notes or other Tranche B Indebtedness arising under the Tranche B Loan Documents or any guaranty of or suretyship arrangement for the Tranche B Notes or other Subsidiary, except to Tranche B Indebtedness arising under the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any SubsidiaryTranche B Loan Documents; (c) Debt existing as of March 31on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, 2010 as reflected on financial statements delivered under Section 7.2(band any renewals, extensions or refinancings (but not increases) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loansthereof; (d) endorsements Debt (unrelated to Unrestricted Subsidiaries and other than for borrowed money) incurred in the ordinary course of business in connection with Hydrocarbon transportation, Hydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Agent and the costs of negotiable instruments in the course of collectionfinancing related to such arrangements are incorporated into the Engineering Reports provided to the Agent; (e) Debt under Hedging Agreements with a Lender or another counterparty rated BBB+ by Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or better (or the Borrower or equivalent rating by another nationally recognized rating service), the notional amounts of which, with respect to commodity Hedging Agreements, do not exceed 80% of Borrower's anticipated oil and/or gas production from producing ▇▇▇▇▇ to be produced during the term of such Hedging Agreements, entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's and its Subsidiaries' operations; (f) additional Debt (including, without limitation, guarantees of Debt of Unrestricted Subsidiaries) with an outstanding aggregate principal amount not at any Subsidiary representing the portion time in excess of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d)$5,000,000; provided, however, that at no time may the aggregate principal Borrowing Base shall be reduced by the amount of all such Debt outstanding exceed thirty percent (30%) at any time which is in excess of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes$1,500,000; (g) additional Debt of secured by the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise Liens permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) by clause (x) of the definition of "Excepted Liens"; provided that such additional Debt shall have a final maturity date prior to is discharged within 180 days of the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank relevant acquisition or Banks or by any other financial institutionmerger; (h) additional Debt secured by a pledge of Trunkline LNG Holdings or any investments in Unrestricted Subsidiaries permitted by clause (xii) of its Subsidiaries, the definition of "Excepted Liens"; provided that such Debt is recourse solely to the investment so long as pledged; (i) such Debt is loans and advances between the Restricted Subsidiaries, to Trunkline LNG Holdings and/or any of its Subsidiaries only Restricted Subsidiary from the Borrower and is not recourse in any respect to the Borrower or from any other Subsidiary Restricted Subsidiary; (j) Debt approved by the Majority Lenders which is subordinated on terms satisfactory to the Majority Lenders to the payment of the Tranche A Indebtedness (with the Borrowing Base in effect from time to time being reduced by an amount equal to any effect upon the Borrowing Base occasioned by such subordinated Debt in the judgment of the Majority Lenders); (k) Debt of the Borrower (pursuant to Section 3.03(f) of Annex I which is subordinated to the Senior Obligations in accordance with the terms set forth on Exhibit J to Annex I or such other than Panhandle Eastern terms as are satisfactory to the Agent and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existLenders for the Senior Obligations; and (il) Debt arising under any Receivables Purchase and Sale Agreementconsisting of the Borrower's obligation to make payments to Halliburton pursuant to Section 5.9 of the Participation Agreement in the event that the Borrower does not convey a working interest to Halliburton or its designee in the properties contemplated in such Section.

Debt. The Borrower will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, incur create, incur, assume or permit to exist otherwise become or remain liable with respect to, any DebtDebt or Accommodation Obligations, exceptexcept for: (a) Debt evidenced by and Accommodation Obligations arising hereunder and under the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Loan Documents; (b) Unsecured Debt of and Accommodation Obligations outstanding on the date hereof described in Schedule 7.1, in each case in a principal amount at any Subsidiary one time outstanding not to exceed the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b)amount set forth on Schedule 7.1 hereof, and Debt of the Borrower to any Subsidiaryall extensions and renewals thereof; (c) Debt existing as Endorsements of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by negotiable instruments for collection in the proceeds ordinary course of Loansbusiness; (d) endorsements Debt relating to Borrower's obligations to purchase the natural gas pursuant to the terms of that certain Gas Purchase Contract dated February 7, 1979, as amended, between the Borrower, successor to Texas Gas Transmission Corporation, as buyer, and West Monroe Gas Gathering Corporation, et al., successor to Reliance Trust, et al., as sellers, covering the sale and purchase of natural gas from the West Monroe Field, Union Parish, Louisiana, as in effect on the Closing Date; (e) Current liabilities (exclusive of Debt) for accounts payable and expense accruals incurred or assumed in the ordinary course of business, provided such accounts payable have not remained unpaid for a period of ninety (90) days after the same became due unless currently being contested in good faith or by appropriate proceedings; (f) Liabilities for taxes, assessments, governmental charges or levies; (g) Liabilities incurred under Hedge Transactions permitted pursuant to Section 7.13 hereof; (h) Debt and Accommodation Obligations among the Borrower and any Subsidiary Guarantor, provided, that all such Debt and Accommodation Obligations incurred by the Borrower or any Subsidiary Guarantor shall be subordinated to the Obligations on terms acceptable to the Required Banks and provided, further, that at the time of the incurrence of such Debt or Accommodation Obligation there exists no Default or Event of Default and no Default or Event of Default will exist as a result of the incurrence of such Debt or Accommodation Obligation; (i) Debt and Accommodation Obligations of the Borrower and its Subsidiaries which are Investments to the extent permitted by Subsection 7.5(d), (e) or (f) hereof; (j) Purchase money Debt in respect of property acquired by the Borrower and its Subsidiaries in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such all Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of incurred by the Borrower and its Subsidiaries as of the applicable determination date; (fpursuant to this Subsection 7.1(j) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by 1,500,000 at any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existone time outstanding; and (ik) Additional Debt arising under not permitted by Subsections 7.1(a) through (j) above, provided, however, that the aggregate amount of all Debt incurred by the Borrower and its Subsidiaries pursuant to this Subsection 7.1(k) shall not exceed $1,000,000 at any Receivables Purchase and Sale Agreementone time outstanding.

Debt. The No Borrower will notshall, and will not nor shall any Borrower permit any Subsidiary of its Subsidiaries or the LS&Co. Trust to, incur directly or permit indirectly create, incur, assume or suffer to exist any Debt, except: (a) Debt evidenced by in the Notes, the Facility Notes, or the Facility Letter case of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as LS&Co, (i) Debt of Panhandle Eastern and/or owed to LSFCC or any of its SubsidiariesSubsidiary, so long as which Debt, if owed to any Guarantor or Limited Guarantor, (A) such shall constitute Pledged Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect shall be evidenced by promissory notes in form and substance satisfactory to the issuance Agent, shall be subordinated in right of such Debt, payment to the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries payment in full of the Borrower Obligations and such promissory notes shall be pledged as security for purposes the Obligations of the holder thereof under the Loan Documents to which such calculation) holder is no greater than 0.70 a party and delivered to 1.00, the Agent pursuant to the terms of the Pledge and Security Agreement; (ii) any loans Debt of LS&Co issued in a Capital Markets Transaction provided such Debt is unsecured and such Debt does not have a stated maturity date or advances by required principal payments earlier than six months after the Borrower to Panhandle Eastern and/or any Stated Termination Date; (iii) Guarantees of LS&Co under the LS&Co. Trust Agreement, PROVIDED that the investment activities of the Borrower’s other Subsidiaries permitted LS&Co. Trust are in compliance with the Investment Policies; and (iv) Guarantees of LS&Co in respect of the obligations of Guarantors or Limited Guarantors arising under Section 10.4(b)or in connection with Selected Revolving Lender Cash Management Services; (b) in the case of Subsidiaries specified in this SECTION 7.18(B), (i) Debt owed to LS&Co by LSFCC or any Guarantor or Debt owed to any Guarantor or any Limited Guarantor by another Guarantor, which Debt (A) shall constitute Pledged Debt and (B) shall, except in the case of any Subsidiary redeemable preferred stock, be evidenced by promissory notes in form and substance satisfactory to the Borrower or any other SubsidiaryAgent, except shall be subordinated in right of payment in full of the Obligations, and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the extent limited by Agent pursuant to the terms of Section 10.4(b), the Pledge and Security Agreement; (ii) Debt of the Borrower owed to any Limited Guarantor by any Guarantor or another Limited Guarantor; (iii) Debt owed to any Foreign Subsidiary by any Guarantor, any Limited Guarantor or another Foreign Subsidiary; (c) in the case of LS&Co and Subsidiaries specified in this SECTION 7.18(C), (i) Debt existing as of March 31, 2010 as reflected LS&Co and its Subsidiaries outstanding on financial statements delivered under Section 7.2(b) the Closing Date and refinancings thereof other than Debt that has been refinanced by the proceeds of Loanslisted on SCHEDULE 6.9 hereto; (dii) endorsements Debt of LS&Co and its Subsidiaries under the Loan Documents; (iii) Debt of LS&Co and its Subsidiaries (other than LSFCC) secured by Liens permitted by SECTION 7.16(C) not to exceed in the aggregate $50,000,000 at any time outstanding; (iv) Debt of LS&Co, LSIFCS or any Material Domestic Subsidiary in respect of Ordinary Course Hedge Agreements and consistent with prudent business practice, provided that the aggregate Hedge Termination Value of all such Ordinary Course Hedge Agreements with third parties under which LS&Co, LSIFCS or any Material Domestic Subsidiary would be required to make a payment on termination thereof does not exceed in the aggregate $75,000,000; (v) so long as any Minimum Condition is met, Debt of LS&Co and its Subsidiaries (other than LSFCC) to LSIFCS in the ordinary course of business and Debt of negotiable instruments LSIFCS to LS&Co and any of its other Subsidiaries (other than LSFCC) in the ordinary course of collectionbusiness; (evi) Debt of LS&Co to the Borrower or any Subsidiary representing the portion Term Loan Lenders in an aggregate principal amount not to exceed $500,000,000 and Guarantees of the purchase price Guarantors and the Limited Guarantors in respect of property acquired by the Borrower obligations of LS&Co arising under or such Subsidiary that is secured by Liens in connection with the Term Loan Facility, and in each case any replacement, renewal or extension thereof permitted by pursuant to SECTION 7.27; (vii) Debt of LS&Co and its Subsidiaries (other than LSFCC) in the provisions form of Section 10.2(d); providedReal Estate Financing Transactions, however, that at no time may provided the aggregate principal amount of all Debt permitted under this SECTION 7.18(C)(VII) and SECTION 7.18(C)(VIII) (including all such Debt outstanding existing on the Closing Date and listed on SCHEDULE 6.9 hereto) does not exceed thirty percent in the aggregate $175,000,000 at any time outstanding; (30%viii) Debt of the Consolidated Net Worth of the Borrower LS&Co and its Subsidiaries as (other than LSFCC) in the form of Equipment Financing Transactions, provided the applicable determination dateaggregate principal amount of all Debt permitted under this SECTION 7.18(C)(VIII) and SECTION 7.18(C)(VII) (including all such Debt existing on the Closing Date and listed on SCHEDULE 6.9 hereto) does not exceed in the aggregate $175,000,000 at any time outstanding; (fix) Debt evidenced by Senior NotesOrdinary Course Hedge Agreements between LS&Co and its Subsidiaries (other than LSFCC) and between LSIFCS and any other Subsidiaries of LS&Co (other than LSFCC) in the ordinary course of business; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, customary unsecured indemnification obligations and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) other unsecured Guarantees of reimbursement obligations LS&Co incurred in connection with Non-Facility Letters of Credit issued by a Bank any Permitted Foreign Receivables Transaction or Banks or by any other financial institutionForeign Inventory Transaction; (hxi) additional Debt of Trunkline LNG Holdings LS&Co to any of its Subsidiaries (other than LSFCC) or of any of its Subsidiaries (other than LSFCC) to any of its Subsidiaries (other than LSFCC) in connection with the purchases of inventory or raw materials in the ordinary course of business in an amount not to exceed the purchase price thereof and any related servicing fees; (xii) Debt of LS&Co and its Subsidiaries arising from the honoring of a check, draft, wire transfer or similar instrument against insufficient funds; PROVIDED that such Debt is unsecured other than by a Lien permitted pursuant to SECTION 7.16(L) or is supported by a Letter of Credit; (xiii) so long as any Minimum Condition is met, Debt of LS&Co to any of its Subsidiaries and Debt of any of its Subsidiaries to LS&Co or to any of its other Subsidiaries (other than LSFCC); PROVIDED, HOWEVER, that the sum, without duplication, of (1) the aggregate principal amount of all such Debt incurred after the date hereof PLUS (2) the aggregate Investments permitted by SECTION 7.17(L) PLUS (3) the aggregate dispositions permitted by SECTION 7.20(K) shall not exceed $50,000,000 in the aggregate during Fiscal Year 2003, or $100,000,000 in the aggregate during Fiscal Years 2003 and 2004, taken as a single period, or $150,000,000 in the aggregate during Fiscal Years 2003, 2004 and 2005, taken as a single period, or $200,000,000 in the aggregate during Fiscal Years 2003, 2004, 2005 and 2006, taken as a single period, or $225,000,000 in the aggregate during Fiscal Years 2003, 2004, 2005, 2006 and 2007, taken as a single period; (xiv) Debt of LS&Co to any of its Subsidiaries and Debt of any of its Subsidiaries to LS&Co or to any of its other Subsidiaries incurred in connection with a Disposition permitted under SECTIONS 7.20(E) and 7.20(M); (xv) Debt of any Foreign Subsidiary to any Person other than LS&Co or any of its Subsidiaries, so long as ; (ixvi) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect addition to the Borrower or any other Subsidiary of the Borrower foregoing SECTIONS 7.18(C)(I)-(XV) and without duplication, Debt (other than Panhandle Eastern Debt under Ordinary Course Hedge Agreements) of LS&Co and its SubsidiariesSubsidiaries (other than LSFCC), PROVIDED that the sum, without duplication, of the aggregate principal amount of all Debt outstanding at any time under this SECTION 7.18(C)(XVI) and SECTION 7.18(C)(XVII) shall not exceed $75,000,000 at any time; (iixvii) the proceeds Debt (other than Debt under Ordinary Course Hedge Agreements) of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existLSFCC not exceeding $10,000,000 in aggregate principal amount at any time outstanding; and (ixviii) Debt arising under Capital Leases of LS&Co, LSFCC, any Receivables Purchase and Sale Agreement.Guarantor or any Limited Guarantor not exceeding $75,000,000 in aggregate principal amount at any time outstanding; 49

Debt. The No Borrower will notshall, and will not nor permit any Subsidiary the Parent to, incur create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt in the form of any Subsidiary to bank overdrafts in the Borrower or any other Subsidiary, except to the extent limited by the terms ordinary course of Section 10.4(b), and Debt of the Borrower to any Subsidiarybusiness; (ci) Debt existing as incurred by any Borrower to finance Capital Expenditures and (ii) Capital Lease obligations of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loansany Borrower; (d) endorsements Debt in the ordinary course respect of business of negotiable instruments in the course of collectionAccommodation Obligations permitted under Section 7.12; (e) Debt of the Borrower or Parent to ATI in connection with any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of advances made pursuant to Section 10.2(d7.11(b); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notesin respect of Hedge Agreements and Foreign Currency Exchange Contracts entered into in the ordinary course of business and not for speculative purposes; (g) additional intercompany Debt of among the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionBorrowers; (h) additional Debt of Trunkline LNG Holdings the Parent under the Convertible Debentures and refinancings in full thereof and renewals or any of its Subsidiaries, extensions thereof so long as (iA) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default exists or would be caused thereby, (B) such Debt is not secured by any assets of the Parent, the Borrowers or any of their Subsidiaries; (C) the maturity date thereof shall exist; andnot be less than one year following the Stated Termination Date hereunder, (D) the documentation evidencing such refinancing, renewal or extension shall not contain any cross-default (other than payment defaults) (as opposed to cross-acceleration) to this Agreement, (E) the Agent determines in its reasonable commercial discretion that the documentation evidencing such refinancing, renewal or extension does not contain any material covenants or events of default (or comparable provisions) that are in addition to or more restrictive than the material covenants and Events of Default contained in the Loan Documents and (F) the pro forma Fixed Charge Coverage Ratio as of the Twelve-Month Period most recently ended prior to such refinancing, renewal or extension shall be greater than 1.1 to 1.0; (i) Debt arising of ATI under the Convertible Debentures Note and refinancing, renewals and extensions thereof provided such refinancing, renewal or extension would not be detrimental in any Receivables Purchase material respect to the rights of or benefits to the Borrowers, the Agent or the Lenders; (j) Permitted Existing Debt (other than Debt permitted under clauses (h) or (i) above) and Sale Agreementrefinancings, renewals or extensions thereof so long as (A) no Default or Event of Default exists or would be caused thereby, (B) the principal amount of any such Permitted Existing Debt is not increased (other than by an amount equal to the reasonable amount of fees and expenses payable in connection with such refinancing, renewal or extension); (C) the maturity date thereof is not accelerated as a result of any such refinancing, renewal or extension and (D) no such refinancing, renewal or extension would be otherwise detrimental in any material respect to the rights of or benefits to the Borrowers, the Agent or the Lenders; (k) Debt of any Person assumed in connection with an Acquisition of such Person permitted under Sections 7.11(j) or 7.16 (a) if such Person becomes a Borrower after the date hereof; provided, that such Debt exists at the time such Person becomes a Borrower and was not created in anticipation of such acquisition; (l) Debt consisting of (A) unsecured deferred payment obligations of a Borrower owing to sellers in permitted Acquisitions and (B) customary purchase price adjustments, earn-outs, indemnification obligations and similar items of the Borrowers in connection with permitted Acquisitions and asset sales; (m) the AT Sourcing Obligation; and (n) other Debt of the Borrowers not exceeding in the aggregate principal amount of $25,000,000 at any one time outstanding.

Debt. The Borrower will not, and will not Incur or permit any Subsidiary to, incur or permit of its Subsidiaries to exist Incur any Debt, except:Debt other than (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as under the Loan Documents and the Second Lien Loan Documents; (ii) (A) such Subordinated Debt is otherwise permitted of the Loan Parties under Section 10.3(gthe Third Lien Loan Documents outstanding at any time in an aggregate principal amount not to exceed $20,000,000 (exclusive of paid-in-kind interest thereon in accordance with the Third Lien Loan Documents) and (B) Subordinated Debt of the Loan Parties outstanding at any time in an aggregate principal amount not to exceed $30,000,000, in each case, on terms and conditions no less favorable to the Lenders and the Second Lien Lenders than under the Third Lien Loan Documents; provided, that (A) the maturity of such Subordinated Debt is at least twelve months following the final maturity date of the Facilities and 91 days following the final maturity date under the First Amended Second Lien Credit Agreement, (B) the Administrative Agent and the Required Lenders, and the Second Lien Agent and the Required Lenders under the Second Lien Loan Documents, are reasonably satisfied that the Parent and its Subsidiaries shall be in compliance with the provisions of the Loan Documents and the Second Lien Loan Documents, respectively, for the period from the Incurrence of such Subordinated Debt through the final maturity date of the Facilities and the final maturity date under the First Amended Second Lien Credit Agreement, and (C) the Required Lenders, and the Required Lenders under the Second Lien Loan Documents, have approved the terms of the subordination relating to such Subordinated Debt, and provided, further, that, for purposes of this clause (ii), Subordinated Debt shall not include Debt under the Second Lien Loan Documents; (iii) Capitalized Leases (other than Surviving Debt) not to exceed in the aggregate $7,500,000; (iv) the Surviving Debt; (v) unsecured Debt of the Parent (“Permitted Parent Debt”) that (A) is not subject to any guarantee by any Subsidiary of the Parent, (B) will not mature prior to the date that is ninety-one (91) days after the Termination Date, (C) has no scheduled amortization or payments of principal, (D) does not permit any payments in cash of interest or other amounts in respect of the principal thereof for at least five (5) years from the date of the issuance or incurrence thereof, and (E) has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, taken as a whole; provided, any such Debt shall constitute Permitted Parent Debt only if (i) both before and after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance incurrence thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existhave occurred and be continuing, (ii) the chief financial officer of Parent or the Borrower shall have delivered an officer’s certificate demonstrating pro forma compliance with the covenants set forth in Section 5.02(q) in form and substance reasonably satisfactory to the Administrative Agent, it being understood that any capitalized or paid-in-kind interest or accreted principal on such Debt shall not constitute an issuance or incurrence of Debt for purposes of this proviso; (vi) Debt of the Borrower under Hedge Agreements; provided, that such agreements (A) are designed solely to protect the Loan Parties against fluctuations in foreign currency exchange rates or interest rates and (B) do not increase the Debt of the obligor thereunder outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; (vii) Debt Incurred in connection with the repayment or refinancing of the Debt under the Loan Documents in full or, if the Debt under the Loan Documents is not repaid or refinanced in full, in such other amount and on such terms and conditions as is approved by the Required Lenders; (viii) Debt in respect of Ordinary Course Obligations in an aggregate amount not to exceed $8,000,000 at any time outstanding; and (iix) Debt arising of the type described in clause (j) of the definition of “Debt” which is secured by a Permitted Lien, to the extent that such Debt is Incurred in the ordinary course of business and is not the subject of an enforcement, collection, execution, levy or foreclosure proceeding and is not duplicative of Debt Incurred pursuant to Section 5.02(b)(viii). Notwithstanding any other provision under this Section 5.02(b), (A) the maximum amount of Debt that the Parent or a Subsidiary may Incur pursuant to this Section 5.02(b) shall not be deemed to be exceeded with respect to any Receivables Purchase outstanding Debt, and Sale Agreementthe Loan Parties shall not be deemed to be out of compliance with Section 5.02(q), solely as a result of fluctuations in the exchange rates of currencies, and (B) any Loan Party may Incur Debt owed to any other Loan Party.

Debt. The Borrower will not, and nor will not it permit any Subsidiary to, ---- create, incur or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and Guarantors under the Loan Documents; (ii) any loans or advances by Debt in existence on the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)date hereof, as set forth on Schedule 3; (biii) trade Debt of any Subsidiary incurred to the Borrower or any other Subsidiaryacquire goods, except to the extent limited by the terms of Section 10.4(b)supplies, and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) services and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements incurred in the ordinary course of business of negotiable instruments in the course of collectionbusiness; (eiv) Debt of the Borrower Subordinated Indebtedness incurred either (a) to refinance all or any Subsidiary representing the a portion of the purchase price Loans and/or Letters of property acquired by Credit as long as all proceeds are used to repay the Borrower Loans (or apply as cash collateral for outstanding Letters of Credit) or (b) to refinance Subordinated Indebtedness outstanding, provided such Subsidiary refinancing occurs substantially simultaneously with the repayment of such outstanding Subordinated Indebtedness, and provided further, that all such Subordinated Indebtedness permitted under this subsection (iv) does not mature prior to the maturity of Loans and/or Letters of Credit remaining outstanding; (v) Debt, including contingent liabilities and medium term notes, that is secured by Liens permitted by pari passu with the provisions Loans and Letters of Section 10.2(d); providedCredit outstanding hereunder, however, that at no time may the not to ---- ----- exceed in aggregate principal amount of such Debt $25,000,000 at any time outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect prior to the issuance thereof, (i) there shall exist no Default of a Rating by either S&P or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness ▇▇▇▇▇'▇ equal to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption dateBBB-/Baa3, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiariesapplicable, so long as the terms (iincluding maturity, interest rate, covenants and events of default) of such pari passu Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is are not recourse in any respect more favorable than those ---- ----- applicable to the Borrower Loans and the Letters of Credit; (vi) Debt under operating leases for real or any other Subsidiary personal property used in the Borrower's business as presently conducted; (vii) Capitalized Leases incurred subsequent to the Closing Date not to exceed in aggregate principal amount $5,000,000; (viii) The endorsement of negotiable instruments for deposit or collection in the ordinary course of the Borrower Borrower's business as presently conducted; (other than Panhandle Eastern and its Subsidiaries), ix) non-recourse Debt; (iix) interest rate protection agreements not to exceed in aggregate amount the proceeds sum of such Debt is used solely (a) an amount equal to finance capital expenditures 100% of Trunkline LNG Holdings and/or its Subsidiaries, the unpaid principal balance of all Mortgage Loans and (iiib) after giving effect to such Debt, no Default or Event of Default shall existoutstanding Loans hereunder; and (ixi) Debt arising under any Receivables Purchase and Sale Agreementincurred by a Subsidiary as a result of its position as a general partner in a limited partnership which has borrowed amounts from the Borrower pursuant to Section 8.9(iii).

Debt. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary to, incur incur, create, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notes, Notes or other Obligations arising under the Facility Notes, Loan Documents or any guaranty of or suretyship arrangement for the Facility Letter of Credit Obligations, Notes or outstanding other Obligations arising under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as Loan Documents; (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as Borrowers and their respective Subsidiaries with respect to the Second Lien Loan; provided that (A) such Debt is otherwise permitted the principal amount outstanding under Section 10.3(gTranche A (as defined in the Second Lien Loan Documents) of the Second Lien Loan, shall not, at any time, exceed $50,000,000 and (B) after giving effect to Borrowers shall not borrow any funds under Tranche B (as defined in the issuance Second Lien Loan Documents) of such Debtthe Second Lien Loan without the prior written consent of the Administrative Agent and the Required Lenders (which consent shall not be unreasonably withheld or delayed); provided the Borrowing Base shall be adjusted as of the date the outstanding principal balance of the Second Lien Loan exceeds $50,000,000 by the Issuance Related Borrowing Base Adjustment Amount and if the total Credit Exposures exceeds the Borrowing Base as adjusted, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Borrowers shall comply with Section 10.4(b3.04(c)(i); (bii) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary; (c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower ▇▇▇▇▇▇▇ and its Subsidiaries as of with respect to the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), Bridge Loan; provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt the principal amount outstanding under the Bridge Loan, shall have a final maturity or mandatory redemption datenot, as the case may beat any time, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisableexceed $150,000,000, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt Bridge Loan is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries)unsecured, (iiC) the proceeds of such Debt is the Bridge Loan are used solely to prepay first, the Second Lien Loan in full, and second, to finance capital expenditures general corporate purposes including financing the Acquisition and related transaction costs, (D) the Bridge Loan will not be funded if at least $150,000,000 of Trunkline LNG Holdings and/or Senior Unsecured Notes have been issued and (E) the Borrowing Base shall be adjusted as of the date of the funding of the Bridge Loan by the Issuance Related Borrowing Base Adjustment Amount, if any, and if the total Credit Exposures exceeds the Borrowing Base as adjusted, the Borrowers shall comply with Section 3.04(c)(i); (iii) Debt of ▇▇▇▇▇▇▇ and its SubsidiariesSubsidiaries in connection with the extension of the maturity of the Bridge Loan by the issuance of loans (any such extended maturity Bridge Loan, an “Extended Term Loan”) or Debt of ▇▇▇▇▇▇▇ and its Subsidiaries in connection with the refinancing of any Extended Term Loan by the issuance of notes (the “Exchange Notes”) in exchange for such Extended Term Loan, in each case in an equal principal amount as the Bridge Loan so extended or the Extended Term Loan so exchanged, subject to the proviso that the Extended Term Loan and the Exchange Notes shall also be senior unsecured Debt of ▇▇▇▇▇▇▇ and the other Loan Parties. (iv) Debt of ▇▇▇▇▇▇▇ and its Subsidiaries with respect to the Bridge Securities and Takeout Loan; provided that (A) the principal amount outstanding under the Bridge Securities and Takeout Loan, shall not, at any time, exceed the lesser of (a) if the Bridge Securities and Takeout Loan is issued in lieu of the Bridge Loan, $150,000,000 and (b) the outstanding principal amount of the Bridge Loan, if the Bridge Loan has been funded, (B) if secured, the Bridge Securities and Takeout Loan is secured on a second lien basis to the Lien securing the Notes and other Obligations, (C) the proceeds of the Bridge Securities and Takeout Loan are used to prepay first, the Second Lien Loan in full, if then outstanding, and second, to refinance the Bridge Loan and for general corporate purposes and related transaction costs, (D) the Bridge Securities and Takeout Loan will not be funded if at least $150,000,000 of Senior Unsecured Notes have been issued and (E) if the Borrowing Base had not previously been adjusted in connection with the Bridge Loan by the Issuance Related Borrowing Base Adjustment Amount, the Borrowing Base shall be adjusted as of the date of the funding of the Bridge Securities and Takeout Loan by the Issuance Related Borrowing Base Adjustment Amount, if any, and if the total Credit Exposures exceeds the Borrowing Base as adjusted, the Borrowers shall comply with Section 3.04(c)(i); (v) Debt of Borrowers and their respective Subsidiaries with respect to the Senior Unsecured Notes; provided that (A) the principal amount outstanding under the Senior Unsecured Notes, shall not, at any time, exceed $400,000,000, (B) the Senior Unsecured Notes are unsecured, (C) proceeds of the Senior Notes are used to prepay the Second Lien Loan (if then outstanding) in full or if no Second Lien Loan is then outstanding, to prepay the Bridge Loan in full and to repay other Debt of the Borrowers and to finance general corporate purposes including financing transaction costs, and (iiiD) after giving effect to such Debtthe Borrowing Base shall be adjusted as of the date of the issuance of the Senior Unsecured Notes by the Issuance Related Borrowing Base Adjustment Amount, no Default or Event of Default if any, and if the total Credit Exposures exceeds the Borrowing Base as adjusted, the Borrowers shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.comply with Section 3.04(c)(i);

Debt. The Borrower Neither it nor any of its Restricted Subsidiaries will notincur, and will not permit any Subsidiary tocreate, incur assume or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Facility BA Equivalent Notes, the Bankers’ Acceptances or other Indebtedness or any guaranty of or suretyship arrangement for the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such DebtNotes, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding BA Equivalent Notes, the Borrower and all Bankers’ Acceptances or other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Indebtedness; (b) Debt (including unfunded commitments) of it or its Subsidiaries existing on the Closing Date which is reflected on the Financial Statements or is disclosed in Schedule 10.01, and any Subsidiary renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Closing Date, including Debt with respect to the ABS Facility subject to the Intercreditor Agreement, not to exceed $225,000,000 in the aggregate; provided that no US Borrower or any Domestic Subsidiary other Subsidiary, except to than the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any SubsidiaryABS Subsidiaries is liable for such Debt; (c) Debt existing as accounts payable (for the deferred purchase price of March 31, 2010 as reflected on financial statements delivered under Section 7.2(bProperty or services) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt of negotiable instruments in the course of collectionit and its Restricted Subsidiaries under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) other Debt of it and its Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the Borrower or any Subsidiary representing incurrence of such Debt) exists and is continuing, (B) the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount maturity of such Debt outstanding exceed thirty percent is at least six (30%6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of such Debt is greater than the Consolidated Net Worth number of years (calculated to the Borrower nearest one-twelfth) to the Revolving Credit Maturity Date and its Subsidiaries as of the applicable determination dateTerm Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (f) Debt evidenced for borrowed money meeting the qualifications set forth in Section 10.01(e) assumed by Senior NotesHoldings or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of Holdings acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement; provided that up to $100,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 10.01(e)(B), (C) and (D); (g) additional Debt of the Borrower, evidenced by Capital Lease Obligations and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), Purchase Money Indebtedness; provided that after giving effect to the issuance thereof, (i) there in no event shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed $20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by 30,000,000 at any other financial institutiontime outstanding; (h) additional Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of Trunkline LNG business or in connection with the enforcement of rights or claims of Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Restricted Subsidiaries only and is or in connection with judgments that do not recourse result in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no a Default or an Event of Default Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall exist; andnot at any time exceed $25,000,000; (i) Debt arising under of any Receivables Purchase Foreign Subsidiary used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and Sale Agreementgeneral business purposes not to exceed $100,000,000; provided that no more than $50,000,000 in the aggregate of such Debt shall be Debt which is other than Non-Recourse Foreign Debt; (j) Debt of any US Borrower owed to any Restricted Subsidiary and any Debt owed by any Restricted Subsidiary owed to any US Borrower or to any other Restricted Subsidiary; and (k) other Debt not to exceed $25,000,000 in the aggregate.

Debt. The Borrower will notNo Credit Party shall, and will not nor shall it permit any Subsidiary to, incur directly or permit to exist indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept for: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility and Letter of Credit Obligations, or outstanding Liabilities under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Financing Documents; (b) Debt outstanding on the date of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), this Agreement and Debt of the Borrower to any Subsidiaryset forth on Schedule 5.1; (c) Debt existing as incurred or assumed for the purpose of March 31financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases), 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other in an aggregate principal amount at any time outstanding not greater than Debt that has been refinanced by the proceeds of Loans$1,500,000; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collectionDebt, if any, arising under Swap Contracts; (e) intercompany Debt arising from loans made by (i) Borrower to its Wholly-Owned Domestic Subsidiaries to fund working capital requirements of such Subsidiaries in the Ordinary Course of Business and (ii) any Wholly-Owned Subsidiary of Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d)to Borrower; provided, however, that upon the request of Administrative Agent at no time may the aggregate principal amount of any time, any such Debt outstanding exceed thirty percent (30%) shall be evidenced by promissory notes having terms reasonably satisfactory to Administrative Agent, the sole originally executed counterparts of which shall be pledged and delivered to Administrative Agent, for the Consolidated Net Worth benefit of Administrative Agent and Lenders, as security for the Borrower and its Subsidiaries as of the applicable determination dateObligations; (f) Debt evidenced of a Person or Debt attaching to assets of a Person that, in either case, becomes a Subsidiary or Debt attaching to assets that are acquired by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long in each case after the Closing Date as the result of a Permitted Acquisition, provided, that (i) such Debt existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (ii) such Debt is to Trunkline LNG Holdings and/or not guaranteed in any respect by Borrower or any of its Subsidiaries only Subsidiaries; (g) Debt in respect of bid, performance and is not recourse in any surety bonds, including guarantees or obligations of the Credit Parties with respect to letters of credit supporting such bid, performance and surety bonds or other forms of credit enhancement supporting performance obligations under services contracts, workers’ compensation claims, self-insurance obligations, unemployment insurance, health, disability and other employee benefits or property, casualty or liability insurance, in each case incurred in the Borrower Ordinary Course of Business, not to exceed (when combined with amounts outstanding under Section 5.3(e)) $500,000 in the aggregate at any time outstanding; (h) unsecured Debt arising from agreements to provide for indemnification, adjustment of purchase price, earn-outs or any other Subsidiary of similar obligations, in each case, incurred in connection with a Permitted Acquisition or Asset Disposition permitted hereunder and subject to the Borrower limits set forth in Section 5.8(b)(xi); (other than Panhandle Eastern i) unsecured Debt arising from agreements to provide for milestone or royalty payments, to the extent such obligations are considered Debt under GAAP, incurred in connection with a Permitted Acquisition and its Subsidiariessubject to the limits set forth in Section 5.8(b)(xi), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (ij) unsecured Debt arising under not to exceed $250,000 in the aggregate at any Receivables Purchase and Sale Agreementtime outstanding.

Debt. The Neither the Borrower will not, and will not permit nor any Subsidiary towill incur, incur create, assume or permit to exist any Debt, except: (a) Debt evidenced by the Notes, Notes or other Obligations or any guaranty of or suretyship arrangement for the Facility Notes, Notes or the Facility Letter of Credit other Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to the Borrower existing on the Closing Date which is reflected in the Financial Statements or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b)is disclosed in Schedule 9.01, and Debt of the Borrower to any Subsidiaryrenewals or extensions or refinancings (but not increases) thereof; (c) Debt existing as accounts payable (for the deferred purchase price of March 31, 2010 as reflected on financial statements delivered under Section 7.2(bProperty or services) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefore; (d) Debt under capital leases (as required to be reported on the financial statements of negotiable instruments the Borrower pursuant to GAAP) and other debt or monetary obligations of the Borrower and its Subsidiaries not to exceed $500,000.00 in the course of collection;aggregate at any time outstanding, except only for the Subordinate Notes; 66 (e) Debt associated with bonds or surety obligations required by contract or by Governmental Requirements in connection with the operation of the Oil and Gas Properties, in the ordinary course of business; (f) Debt of the Borrower or any Subsidiary representing and its Subsidiaries under Hedging Agreements, but only if (i) the portion provider of the purchase price Hedging Agreements is a Lender or a permitted Affiliate thereof or an unsecured counterparty pre-approved in writing and acceptable to the Agent and the Required Lenders; (ii) the total notional volume attributable to such Hedging Agreement, if it is a Hedging Agreement with respect to Hydrocarbon Interests, does not exceed more than seventy five percent (75%) of property acquired by the forecasted production from Proven Reserves as reflected in the most recent Reserve Report delivered to the Agent (after giving effect to pro forma adjustments for the consummation of any acquisitions or dispositions since the effective date of such Reserve Report for any term not in excess of the forthcoming three (3) year period, (iii) to the extent the Hedging Agreement is an interest rate hedge, the notional principal amount shall not exceed more than seventy five percent (75%) of Loans projected to be outstanding to the Borrower or for a period not in excess of three (3) years as covered by such Subsidiary that Hedging Agreement, and (iv) such applicable counter-party shall have provided the Agent with prior written notice of the existence of such Hedging Transaction and such Hedging Transaction is secured not otherwise prohibited by Liens permitted by the provisions of Section 10.2(d)this Agreement; provided, however, that at no time Agent, in its sole discretion, may require the aggregate principal amount Borrower to hedge a percentage of such Debt outstanding exceed thirty projected production volumes determined by the Agent in its sole discretion, on terms acceptable to the Agent and the Required Lenders, whenever Borrower has Loans and LC Exposure under this Agreement in excess of seventy-five percent (3075%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes;Borrowing Base; and (g) additional any guaranty of Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement9.01.

Debt. The Borrower will notNot, and will not permit any Subsidiary to, incur create, incur, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by obligations under this Agreement and the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Note Documents; (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited secured by the terms of Liens permitted by Section 10.4(b10.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt of at any time outstanding shall not exceed $2,500,000, provided that the Borrower to any Subsidiaryforegoing limit shall not include the Sale Leaseback if the Sale Leaseback is consummated in an arm’s-length manner on market terms and conditions; (c) Debt existing as of March 31the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that, 2010 as reflected on financial statements delivered upon the reasonable request of the Required Holders, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Required Holders and the obligations under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by such demand note shall be subordinated to the proceeds obligations of Loansthe Company hereunder in a manner reasonably satisfactory to the Required Holders; (d) endorsements Debt (excluding the Bank Debt) described on Schedule 10.1(d) attached hereto, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased in excess of the ordinary course of business of negotiable instruments in the course of collectionamount set forth on such Schedule 10.1(d); (e) the Debt to be Repaid (so long as such Debt is repaid on the Amendment No. 1 Effective Date with the proceeds of the Borrower or any Subsidiary representing initial loans under the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(dBank Agreement); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior NotesContingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 10.5; (g) additional Debt of the BorrowerBank Debt, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional each mandatory payment of principal and interest thereunder is timely made in accordance with the terms of the Bank Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionDocuments; (h) additional Contingent Liabilities listed on Schedule 10.1(d); (i) Guaranties by the Company and/or its Subsidiaries in respect of Debt of Trunkline LNG Holdings the Company or its domestic Subsidiaries permitted by this Section 10.1; (j) Hedging Obligations incurred in favor of the Bank Agent, any Bank Lender or any of its Subsidiaries, so long as their Affiliates for bona fide hedging purposes and not for speculation; (ik) such Debt is owing to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary trust created under a supplemental executive retirement program of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existCompany; and (il) Debt arising under of the Company owing to any Receivables Purchase and Sale AgreementCanadian Entity so long as such Canadian Entity remains a Wholly-Owned Subsidiary.

Debt. The Borrower will Parent shall not, and will not nor shall it permit any Subsidiary to, incur create, assume, incur, suffer to exist, or permit to exist in any manner become liable, directly, indirectly, or contingently in respect of, any Debt, exceptother than the following: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary to existing on the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(bClosing Date and described in Schedule 6.1(b), and Permitted Refinancing Debt in respect of the Borrower to any Subsidiarysuch Debt; (c) unsecured Debt existing of the Parent, Rowan Delaware and the “Guarantors” under the Non-Extended Facility and Permitted Refinancing Debt in respect thereof; provided that (i) no such Person directly owns or operates any Rig (other than (A) any Rig such Person directly owned or operated on the Closing Date, as of March 31disclosed on the certificates delivered pursuant to Section 3.1(m), 2010 or (B) so long as reflected on financial statements delivered under Section 7.2(bthe Administrative Agent in its sole discretion provides its prior consent, any Rig temporarily, directly owned or operated by Rowan Delaware) and refinancings thereof other than (ii) no additional obligors may be added under the Non-Extended Facility or such Permitted Refinancing Debt that has been refinanced except as required by the proceeds terms of Loansthe Non-Extended Credit Agreement in effect on the Closing Date; (d) endorsements (i) unsecured Debt of the Parent, Rowan Delaware, or any Approved Affiliate (other than Convertible Debt), (ii) unsecured Contingent Debt of a Subsidiary of the Parent that is not required to be a Guarantor or unsecured Contingent Debt of the Parent, in each case supporting Debt described in clause (i) above (but without limiting any Subsidiary’s ability to be obligated in respect of such Debt pursuant to clause (j) below) and (iii) unsecured Disqualified Capital Stock issued by an Approved Affiliate in connection with a Permitted Cash-Box Structure; provided in each case that (A) no obligor in respect of such Debt or Contingent Debt directly owns or operates any Rig (except, with respect to Rowan Delaware, so long as the Administrative Agent provides its prior consent in its sole discretion, a Rig temporarily, directly owned or operated by Rowan Delaware); (B) the Parent shall be in compliance, on a pro forma basis after giving effect to any incurrence of such Debt, with each Guarantee Ratio and the other financial covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent for which Financial Statements have been provided (or required to be provided) pursuant to Section 5.2(a) or (b) as if the incurrence of the unsecured Debt in question had occurred on the first day of the relevant period for testing such compliance (as demonstrated, with respect to any such Debt incurrence in excess of $25,000,000 and as otherwise requested by the Administrative Agent, in a duly executed Compliance Certificate dated as of the date that such Debt is incurred) and (C) no principal amount in respect of such Debt is mandatorily payable prior to the date that is 120 days after the Maturity Date (other than customary offers to purchase upon a change of control and/or fundamental change and customary acceleration rights after an event of default), provided that the foregoing requirement of this clause (C) shall not apply to the extent such Debt constitutes a customary unsecured bridge facility (1) that automatically converts, upon its maturity, into long-term Debt that meets the requirement of this clause (C), subject only to conversion or exchange conditions that are customary for such automatically converting bridge facilities, and (2) the terms and conditions of which (x) are usual and customary for bridge facilities of such type and (y) are not materially more restrictive or burdensome taken as a whole than the terms and provisions of this Agreement; (e) unsecured or secured Debt not otherwise permitted under this Section 6.1 of a Person that is acquired or merged with or into or consolidated with the Parent or a Subsidiary existing at the time of such acquisition, merger, or consolidation (and not created in anticipation or contemplation thereof); provided that (i) the Liens securing such Debt are permitted under Section 6.2(l), (ii) the Parent shall be in compliance, on a pro forma basis after giving effect to any incurrence of such Debt, with each Guarantee Ratio and the other financial covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent for which Financial Statements have been provided (or required to be provided) pursuant to Section 5.2(a) or (b) as if the incurrence of such Debt in question had occurred on the first day of each relevant period for testing such compliance (as demonstrated, with respect to any such Debt incurrence in excess of $25,000,000 and as otherwise requested by the Administrative Agent, in a duly executed Compliance Certificate dated as of the date that such Debt is incurred), (iii) no Default or Event of Default exists, both immediately before and after giving effect to each incurrence of such Debt, and (iv) no additional obligors become obligated with respect to such Debt other than those that are obligated with respect to such Debt at the time such Person is acquired; (f) unsecured Intercompany Debt; (g) secured Intercompany Debt; provided that (i) any holder of such secured Intercompany Debt shall (x) be a Credit Party, (y) not grant or permit to exist any other Lien on such Intercompany Debt owing to it, and (z) not transfer such secured Intercompany Debt or Liens securing such secured Intercompany Debt to any Person who is not a Credit Party; (ii) any Person incurring or guaranteeing such secured Intercompany Debt and any Person granting Liens to secure such secured Intercompany Debt shall be a Credit Party; (iii) the Parent and its Subsidiaries shall be and shall be deemed to have represented that they are in compliance, on a pro forma basis after giving effect to such transactions, with the covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent for which Financial Statements have been delivered or are required to have been delivered pursuant to Section 5.2(a) or (b) as if the incurrence of the secured Intercompany Debt in question had occurred on the first day of each relevant period for testing such compliance, and (iv) all such secured Intercompany Debt shall not exceed $10,000,000 in the aggregate outstanding at any time; (h) Debt incurred under any Hedging Arrangement entered into in the ordinary course of business of negotiable instruments and in the course of collectioncompliance with Section 6.14; (ei) Debt in respect of bids, trade contracts, leases, statutory obligations, performance bonds, bid bonds, appeal bonds, surety bonds, custom bonds and similar obligations, in each case incurred in the ordinary course of business; (j) unsecured Convertible Debt of the Borrower Parent, Rowan Delaware, or any Subsidiary representing the portion Approved Affiliate, unsecured Contingent Debt of the purchase price Parent supporting such Convertible Debt and Disqualified Capital Stock issued by an Approved Affiliate in connection with a Permitted Cash-Box Structure; provided in each case that (i) no obligor in respect of property acquired such Debt directly owns or operates any Rig (except, with respect to Rowan Delaware, so long as the Administrative Agent provides its prior consent in its sole discretion, a Rig temporarily, directly owned or operated by Rowan Delaware); (ii) the Parent shall be in compliance, on a pro forma basis after giving effect to any incurrence of such Debt, with each Guarantee Ratio and the other financial covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent for which Financial Statements have been provided (or required to be provided) pursuant to Section 5.2(a) or (b) as if the incurrence of such Debt in question had occurred on the first day of the relevant period for testing such compliance (as demonstrated, with respect to any such Debt incurrence in excess of $25,000,000 and as otherwise requested by the Borrower Administrative Agent, in a duly executed Compliance Certificate dated as of the date that such Debt is incurred); and (iii) no principal amount in respect of such Debt is mandatorily payable or convertible or exchangeable prior to the date that is 120 days after the Maturity Date (other than (x) customary offers to purchase upon a change of control and/or fundamental change or pursuant to settlements upon conversion, (y) customary rights of the holders of such Debt to convert or exchange such Debt as described in the definition of “Convertible Debt”, and (z) customary acceleration rights after an event of default); and (k) without duplicating any Debt permitted above, unsecured Debt of any Subsidiary of the Parent, and secured Debt of the Parent or any Subsidiary that is secured by Liens liens permitted under Section 6.2(k); provided that, in each case, (i) the Parent shall be in compliance, on a pro forma basis after giving effect to any incurrence of such Debt, with each Guarantee Ratio and the other financial covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent for which Financial Statements have been provided (or required to be provided) pursuant to Section 5.2(a) or (b) as if the incurrence of the unsecured Debt in question had occurred on the first day of each relevant period for testing such compliance (as demonstrated, with respect to any such Debt in excess of $25,000,000 and as otherwise requested by the provisions Administrative Agent, in a duly executed Compliance Certificate dated as of Section 10.2(dthe date such Debt is incurred); provided, however(ii) no Default or Event of Default exists, that at no time may both immediately before and after giving effect to each incurrence of such Debt, and (iii) the aggregate principal amount of such Debt, when combined with all other Debt outstanding incurred after the Closing Date that is secured by Liens under Section 6.2(k) or that is guaranteed by (or has as an obligor) a Subsidiary that directly owns or operates any Rig (other than Debt incurred under Section 6.1(e)) (or the Parent, if the Parent directly owns or operates any Rig), shall not at any time exceed thirty percent the greater of (30%A) $500,000,000 and (B) 10% of the Consolidated Net Worth of the Borrower Parent and its consolidated Subsidiaries (determined on a pro forma basis as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt end of each of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries most recently completed fiscal quarter for which Financial Statements have been provided (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under or required to be provided) pursuant to Section 10.3(a5.2(a) or (b)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreement.

Debt. The Neither Ultimate Parent nor the Borrower will, nor will not, and will not they permit any Subsidiary other Group Member to, incur incur, create, assume or permit suffer to exist any Debt, except: (a) Debt evidenced by the Notes, Notes or other Secured Obligations arising under the Facility Notes, Loan Documents or any guaranty of or suretyship arrangement for the Facility Letter of Credit Obligations, Notes or outstanding other Secured Obligations arising under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b)Loan Documents; (b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to Group Members existing on the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiarydate hereof that is reflected on Schedule 9.02; (c) Debt existing contingent obligations as a non-operator under oil and gas operating agreements and contingent obligations under gas sale contracts for make-up volumes on sales of March 31gas, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by in each case incurred in the proceeds ordinary course of Loansbusiness; (d) endorsements Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $15,000,000 in aggregate principal amount at any one time outstanding; (e) Debt incurred to finance the acquisition, construction or improvement of the Borrower’s corporate headquarters office building; provided that such Debt shall not to exceed $10,000,000 in aggregate principal amount at any one time outstanding; (f) Debt associated with bonds, letters of credit, surety or similar obligations incurred in the ordinary course of business in connection with the operation of the Oil and Gas Properties; (g) intercompany Debt between the Borrower and any other Group Member or between Group Members to the extent permitted by Section 9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party as permitted hereby, and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement or on terms otherwise reasonably satisfactory to the Administrative Agent. (h) endorsements of negotiable instruments for collection in the ordinary course of collectionbusiness; (ei) Debt which represents an extension, refinancing, or renewal of any of the Borrower or any Subsidiary representing foregoing; provided that, (i) the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent is not increased (30%other than by the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any such extension, refinancing or renewal), (ii) the interest rate of such Debt is not greater than a market rate of interest as of the time of its incurrence, (iii) any Liens securing such Debt are not extended to any additional property of any Credit Party, (iv) no Credit Party that is not obligated pursuant to the terms of such Debt (exclusive of additional terms proposed pursuant to such extension, refinancing or renewal) with respect to repayment of such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed, (vi) the terms of any such extension, refinancing, or renewal are not materially more restrictive to the obligor thereunder, taken as a whole, than the original terms of such Debt, and (vii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Secured Parties as those that were applicable to the refinanced, renewed, or extended Debt; (j) (i) Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ described in clause (a) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance definition thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all timesDebt which represents an extension, refinancing, or renewal thereof; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) provided that, (A) the principal amount of such Debt shall have is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any such extension, refinancing or renewal), (B) the interest rate of such Debt is not increased above the market rate of interest at the time of such extension, refinancing or renewal, (C) no Credit Party that is not obligated pursuant to the terms of the Permitted 2013 Bond Documents with respect to repayment of such Debt is required to become obligated with respect thereto pursuant to the terms of such Debt (exclusive of additional terms proposed pursuant to such extension, refinancing or renewal), (D) such extension, refinancing or renewal does not result in a final shortening of the average weighted maturity of the Debt so extended, refinanced or mandatory redemption daterenewed and such extension, as the case may be, no refinancing or renewal does not result in any principal amount owing in respect of Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ becoming due earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions date that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to is 365 days following the Maturity Date, and (yE) the terms of any such additional Debt shall extension, refinancing, or renewal are not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in materially less favorable to the aggregate plus Twenty Million Dollars ($20,000,000.00) obligors thereunder, taken as a whole, than the original terms of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institutionsuch Debt; (hk) additional Permitted Unsecured Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is in an aggregate outstanding principal amount not to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default or Event of Default shall existexceed $100,000,000; and (il) other Debt arising under not to exceed $10,000,000 in the aggregate at any Receivables Purchase and Sale Agreementtime outstanding.

Debt. The Borrower will notPermit any of its Subsidiaries to create or suffer to exist, and will not permit the Borrower shall use its best efforts to prohibit CYRO from creating or suffering to exist, any Subsidiary to, incur or permit to exist any Debt, exceptDebt other than: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b); (b) Debt of any Subsidiary owed to the Borrower or to a wholly owned Subsidiary of the Borrower, (ii) Debt of the Borrower's Subsidiaries existing on the Effective Date and described on Schedule 5.02(b) (the "Existing Debt"), and any other SubsidiaryDebt extending the maturity of, except to or refunding or refinancing, in whole or in part, the extent limited by Existing Debt, provided that the terms of Section 10.4(b)any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by this Agreement and provided further that the principal amount of such Existing Debt shall not be increased above the principal amount thereof (plus any undrawn lending commitments in respect thereof) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (iii) Debt of the Borrower Borrower's Subsidiaries secured by Liens permitted by Section 5.02(a)(ii), (iv), (vii) or (ix) not to any Subsidiary;exceed in the aggregate the amount set forth in such Section, (civ) unsecured Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans; (d) endorsements Borrower's Subsidiaries incurred in the ordinary course of business aggregating, on a Consolidated basis, at any one time outstanding, not more than $35,000,000 (or the equivalent thereof in any Foreign Currency, determined as of negotiable instruments in the course of collection;date such Debt is issued or incurred), (ev) Debt owed by any Subsidiary of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, and (y) such additional Debt shall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (h) additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse in any respect to the Borrower or any other Subsidiary of the Borrower, (vi) Debt of CYRO incurred in the ordinary course of business (including, without limitation, in connection with capital expenditures, acquisitions and partnership distributions) aggregating not more than $65,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred) at any one time outstanding, (vii) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof that is existing at the time such Person becomes a Subsidiary of the Borrower (other than Panhandle Eastern and its SubsidiariesDebt incurred in contemplation of such Person becoming a Subsidiary of the Borrower), (viii) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (ix) Debt incurred in connection with the sale or other disposition of accounts receivable pursuant to Section 5.02(c)(iv), and (iix) Debt of the Borrower's wholly owned Subsidiaries incorporated after June 15, 1996 under the laws of Canada or any province thereof incurred for the purpose of lending proceeds of such Debt to other Subsidiaries of the Borrower aggregating, on a Consolidated basis, at any time outstanding, not more that $60,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is used solely to finance capital expenditures of Trunkline LNG Holdings and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default issued or Event of Default shall exist; and (i) Debt arising under any Receivables Purchase and Sale Agreementincurred)."